Gardena City Council
December 17, 2024

Purpose of this Report

The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the City’s internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the City’s internal control and co mpliance. Accordingly, this communication is not suitable for any other purpose.

GRUBER AND LOPEZ, INC.

Newport Beach, California
December 10, 2024

211

The GTrans Enterprise Fund of the
City of Gardena
Gardena, California

Independent Auditors’ Reports
and Financial Statements

For the Year Ended June 30, 2024

City of Gardena
Annual Comprehensive Financial Report
For the Year Ended June 30, 2024
Table of Contents (Continued)

Page
Independent Auditors’ Reports:

Report on the Financial Statements .................................................................................................................. 1

Report on Internal Control Over Financial Reporting
and on Compliance (Including Those Contained in the TDA Statutes and California Codes of Regulations) and Other matters Based on an Audit of the GTrans’ Financial Statements Performed in Accordance with Government Auditing Standards ........................................................................................ 4

Report on Compliance for the Transit Operator Required by the Transportation Development Act and Report on Internal Control Over Compliance ............................. 6

Independent Accountants’ Report on Compliance for Measure R ................................................................ 9 Basic Financial Statements:

Statement of Net Position ............................................................................................................................... 12

Statement of Revenues, Expenses, and Changes in Net Position ................................................................... 13

Statement of Cash Flows ................................................................................................................................ 14

Notes to the Basic Financial Statements......................................................................................................... 15 Required Supplementary Information (Unaudited):

Schedule of GTrans’ Proportionate Share of the Net Pension Liability ........................................................ 37

Schedule of Contributions - Pension ............................................................................................................. 38

Schedule of Changes in Net OPEB Liability and Related Ratios .................................................................. 39

Schedule of Contributions – Other Postemployment Benefits ...................................................................... 41 Supplementary Information:

Schedule of Farebox Recovery Ratio Calculation ......................................................................................... 43

Schedule of Proceeds Received and Expended ............................................................................................. 44

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INDEPENDENT AUDITORS’ REPORT

To the Honorable Mayor and the Members of the City Council of the City of Gardena Gardena, California

Report on the Audit of the Financial Statements
Opinions

We have audited the accompanying financial statements of the GTrans Enterprise Fund (“GTrans”) of the City of Gardena, California (the “City”), as of and for the year e nded June 30, 2024, and the related notes to the financial statements, as listed in the table of contents.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of GTran’s as of June 30, 2024, and the changes in financ ial position and, cash flows thereof for the year then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinions
We conducted our audit in accordance w ith auditing standards generally accept ed in the United States of America (“GAAS”), and the standards applicable to financial audits contained in Government Auditing Standards , issued by the Comptroller General of the United States ( “Government Auditing Standards”) . Our responsibilities under those standards are further described in the Auditors’ Responsibiliti es for the Audit of the Financial Statements section of our report. We are required to be inde pendent of the City and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements re lating to our audit. We believe that th e audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions.

Emphasis of Matters

Financial Statements Presentation
As discussed in Note 1B, the financial statements present only the GTrans and do not purport to, and do not present fairly the financial position of the City as of June 30, 2024, the changes in its financial positions, or where applicable, its cash flows for the year ended in accordance with accoun ting principles generally accepted in the United States of America. Our opinion is not modified with respect to this matter.

Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate wh ether there are conditions or events, considered in the aggregate, that ra ise substantial doubt about GTran’s ability to continue as a going concern for twelve months beyond the financial st atement date, including any currently known information that may raise substantial doubt shortly thereafter.

438 Old Newport Blvd – Newport Beach, CA 92663
Phone (949) 346-2900 – www.gruberlopezinc.com
1 To the Honorable Mayor and the Members of the City Council of the City of Gardena
Gardena, California

2 Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whet her the financial statements as a whole are free from material misstatement, whether due to fraud or error, a nd to issue an auditors’ report that includes our opinion.

Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS and Government Auditing Standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, fo rgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are consider ed material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with GAAS and Government Auditing Standards, we:

 Exercise professional judgment and maintain professional skepticism throughout the audit.  Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures res ponsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.  Obtain an understanding of internal c ontrol relevant to the audit in orde r to design audit procedures that are appropriate in the circumstances, but not for the purpo se of expressing an opinion on the effectiveness of the City’s internal control. Accordingly, no such opinion is expressed.

 Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.  Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the GTrans’ ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

Required Supplementary Information
Accounting principles generally accepted in the United Stat es of America require that the Schedule of the GTrans’ Proportionate Share of Net Pension Liab ility, the Schedule of Contributions – Pe nsions, the Schedule of Changes in Net Other Postemployment Benefits Liability and Relate d Ratios, and the Schedule of Contributions – Other Postemployment Benefits as listed in the table of contents be presented to s upplement the financial statements. Such information, although not a part of the financial statemen ts, is required by the Govern mental Accounting Standards Board (“GASB”), who considers it to be an essential part of financial reporting for placing the financial statements in an appropriate operational, economic, or historical context. We have app lied certain limited procedures to the Required Supplementary Information in accordance with a uditing standards generally accepted in the United States of America, which consisted of inqui ries of management about the methods of preparing the information and comparing the information for consiste ncy with management’s responses to our inquiries, the financial statements, and other knowledge we obtai ned during our audit of the financial stat ements. We do not express an opinion or provide any assurance on the information because the limite d procedures do not provide us with sufficient evidence to express an opinion or provide any assurance.

To the Honorable Mayor and the Members of the City Council of the City of Gardena
Gardena, California

3 Management has omitted the Manageme nt’s Discussion and Analysis (“MD&A”) that accounting principles generally accepted in the United States of America require to be presented to supplement the financial statements.

Such missing information, although not a part of the financ ial statements, is required by the GASB, who considers it to be an essential part of the financial reporting for placing the financial statements in an appropriate operational, economic, or historical context. Our opinion on the financial statements is not affected by this missing information.

Supplementary Information

Our audit was conducted for the purpose of forming an opinion on the GTrans of the City’s financial statements. The Schedule of Farebox Recovery Ratio Calculation and the Schedule of Proceeds Received and Expended are presented for purposes of additional analysis and are not a required part of the financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the GTrans’ financial statements . Such information has been subjected to the auditing procedures applied in the audit of the GTrans’ financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the Schedule of Farebox Recovery Ratio Calculation and the Sc hedule of Proceeds Received and Expended are fairly stated, in all material respects, in relation to the GTrans’ financial statements as a whole.

Other Reporting Required by Government Auditing Standards

In accordance with Government Auditing Standards , we have also issued our report dated December 10, 2024, on our consideration of the City’s internal control over GTrans’ financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, a nd grant agreements and other matters. The purpose of that report is solely to describe the scope of our testing of internal control over GT rans’ financial reporting and compliance and the results of that testi ng, and not to provide an opinion on th e effectiveness of the City’s internal control over GTrans’ financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the City’s intern al control over GTrans’ financial reporting and compliance.

GRUBER AND LOPEZ, INC.

Newport Beach, California
December 10, 2024

4 REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

AND ON COMPLIANCE (INCLUDING THOSE CONTAINED IN THE TDA STATUTES

AND CALFIRONIA CODES OF REGULATION) AND OTHER MATTERS
BASED ON AN AUDIT OF THE GTRANS’ FINANCIAL STATEMENTS

PERFORMED IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS

Independent Auditors’ Report

To the Honorable Mayor and the Members of the City Council of the City of Gardena Gardena, California

We have audited, in accordance with the auditing standard s generally accepted in the United States of America, the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States and the TDA Statutes and California Codes of Regulations, issued by California Department of Transportation, the fina ncial statements of the GTrans Enterp rise Fund (“GTrans”) of the City of Gardena, California (“City”), as of and for the year e nded June 30, 2024, and the re lated notes to the financial statements, and have issued our report thereon dated December 10, 2024.

Report on Internal Control Over Financial Reporting
In planning and performing our audit of the GTrans’ financial statements, we c onsidered the City’s internal control over the GTrans’ financial reporting (“internal control”) as a basis for designing audit procedures that are appropriate in the circumstances for the purpose of expressing our opinion on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the City’s inte rnal control. Accordingly, we do not express an opinion on the effectiveness of the City's internal control.

A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assi gned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combinati on of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the GTrans’ financial statements will not be prevented, or detected and corrected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance.

Our consideration of internal control was for the limited pur pose described in the first paragraph of this section and was not designed to identify all defici encies in internal contro l that might be material weaknesses or significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses or significant deficiencies may exist that were not identified.

438 Old Newport Blvd – Newport Beach, CA 92663
Phone (949) 346-2900 – www.gruberlopezinc.com

5 To the Honorable Mayor and the Members of the City Council of the City of Gardena
Gardena, California Page 2

Report on Compliance and Other Matters
As part of obtaining reasonable assurance about whether th e GTrans’ financial statements are free of material misstatement, we performed tests of the City’s compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with wh ich could have a direct and material effect on the determination of the GTrans’ financial statement amounts. However, providing an opinion on compliance with these provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards.

Purpose of this Report
The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the City ’s internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the City’s internal c ontrol and compliance. Acco rdingly, this communication is not suitable for any other purpose.

GRUBER AND LOPEZ, INC.

Newport Beach, California
December 10, 2024

6 REPORT ON COMPLIANCE FOR THE TRANSIT OPERATOR

REQUIRED BY THE TRANSPORTATION DEVELOPMENT ACT

AND REPORT ON INTERNAL CONTROL OVER COMPLIANCE

Independent Auditors’ Report

To the Honorable Mayor and the Members of the City Council of the City of Gardena Gardena, California

Report on Compliance for the Transit Operator Required by the Transportation Development Act

Opinion on the City as the Transit Operator

We have audited the City of Gardena, California’s (the “City”) compliance with the types of compliance requirements described in §6667 of the California Code of Regulation, Title 21 Division 3, Chapter 3, Article 5.5 applicable to the City’s compliance as a Transit Operator for the year ended June 30, 2024.

In our opinion, the City complied, in a ll material respects, with the complianc e requirements referred to above that are applicable to the City as transit operator for the year ended June 30, 2024.

Basis for Opinion on the Compliance for the Transit Operator Required by the Transportation Development Act

We conducted our audit of compliance in accordance with a uditing standards generally accepted in the United States of America (“GAAS”); the standards applicable to financia l audits contained in Govern ment Auditing Standards, issued by the Comptroller General of the United States (“Government Auditing Sta ndards”); and Transportation Development Act (“TDA”) Statues and California Code of Regulations, July 2018 (“TDA Guidebook”), issued by the California Department of Transportation Division of Rail and Mass Transportation. Our responsibility under those standards and the TDA Guidebook are further describ ed in the Auditors’ Responsibilities for the Audit of Compliance section of our report.

We are required to be independent of the City and to meet our other ethical responsibilities, in accordance with relevant ethical requirements relating to our audit. We belie ve that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on complian ce for the City as a transit operator. Our audit does not provide a legal determination of the City’s compliance with the compliance requirements referred to above.

Responsibilities of Management for Compliance

Management is responsible for comp liance with the requirements referr ed to above and for the design, implementation, and maintenance of e ffective internal controls over compli ance with the requirements of laws, statutes, regulations, rules, and provisions of contracts or grant agreements applicable to the City as a transit operator.

438 Old Newport Blvd – Newport Beach, CA 92663
Phone (949) 346-2900 – www.gruberlopezinc.com

7 To the Honorable Mayor and the Members of the City Council of the City of Gardena
Gardena, California Page 2

Auditors’ Responsibility for the Audit of Compliance

Our objectives are to obtain reasonable assurance about whether material noncompliance with the compliance requirements referred to above occurred, whether due to fraud or error, and express an opinion on the City’s compliance based on our audit. Reasonable assurance is a hi gh level of assurance but is not absolute assurance and therefore is not a guarantee that an a udit conducted in accordance with GASS, Government Auditing Standards, and the TDA Guidebook will always detect material noncompliance when it exists. The risk of not detecting material noncompliance resulting from fraud is higher than for that resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal contro l. Noncompliance with the compliance requirements referred to above is considered material if there is a substantial likelihood that, individually or in the aggregate, it would influence the judgment made by a reasonable user of the report on compliance about the City’s compliance with the requirements of the transit operator as a whole.

In performing an audit in accordance with GAAS, Government Auditing Standards, and the TDA Guidebook, we:

 Exercise professional judgment and maintain professional skepticism throughout the audit.  Identify and assess the risks of material noncomplian ce, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Su ch procedures include examining, on a test basis, evidence regarding the City’s co mpliance with the compliance requirements referred to above and performing such other procedures as we considered necessary in the circumstances.  Obtain an understanding of the City’ internal control over compliance relevant to the audit in order to design audit procedures that are appropriate in the circumstan ces and to test and report on internal control over compliance in accordance with the T DA Guidebook, but not for the purpose of expressing an opinion on the effectiveness of the City’s internal control over compliance. Accordingly, no such opinion is expressed.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and any significant deficienci es and material weaknesses in internal control over compliance that we identified during the audit.

Report on Internal Control Over Compliance
A deficiency in internal control over compliance exists when the design or operation of a control over compliance does not allow management or employees, in the normal cour se of performing their assigned functions, to prevent, or detect and correct, noncompliance with a co mpliance requirement on a timely basis. A material weakness in internal control over compliance is a deficiency, or a combination of deficienci es, in internal control over compliance, such that there is a reasonable possibility that a material nonc ompliance with a compliance requirement of the transit operator will not be prevented, or detected and corrected, on a timely basis. A significant deficiency in internal control over compliance is a deficiency, or a combination of deficien cies, in internal control over compliance with a compliance requirement that is less severe than a material weakness in internal control, yet important enough to merit attention by those charged with governance.

Our consideration of internal control over compliance was for the limited purpose d escribed in the Auditors’ Responsibilities for the Audit of Compliance section above and was not designed to identify all deficiencies in internal control over compliance that might be deficiencies, significant de ficiencies, or material weaknesses in internal control over compliance. Given these limitations, dur ing our audit we did not identify any deficiencies in internal control over compliance that we consider to be material weaknesses, as defined above. However, material weaknesses or significant deficiencies may exist that were not identified.

8 To the Honorable Mayor and the Members of the City Council of the City of Gardena
Gardena, California Page 3

Our audit was not designed for the purpose of expressing an opinion on the effectiveness of internal control over compliance. Accordingly, not such opinion is expressed.

The purpose of this report on internal control over complia nce is solely to describe the scope of our testing on internal over compliance and the results of that testing based on the requirements of the §6667 of the California Code of Regulation, Title 21 Division 3, Chapter 3, Article 5. 5. Accordingly, this report is not suitable for any other purposes.

GRUBER AND LOPEZ, INC.

Newport Beach, California
December 10, 2024

9 INDEPENDENT ACCOUNTANTS’ REPORT

To the Honorable Mayor and the Members of the City Council of the City of Gardena Gardena, California

We have examined the City of Gardena, California’s (“City”) compliance with th e compliance requirements for Measure R as described in Los Angeles County’s the Tr affic Relief and Rail Expansion Ordinance #08-01 for the year ended June 30, 2024. The City’s management is responsible for City’s compliance with those requirements. Our responsibility is to express an opinion on the City’s compliance based on our examination.

Our examination was conducted in accord ance with attestation standards established by the American Institute of Certified Public Accountants. Those standards require that we plan and perform the examination to obtain reasonable assurance about whether the City complied, in all material respects, with the compliance requirements referenced above. An examination involves performing procedures to obtain evidence about the City’s compliance with those requirements. The nature, timing, and extent of the pr ocedures selected dependent on our judgment, including an assessment of the risks of material nonc ompliance, whether due to fraud or erro r. We believe that the evidence we obtained is sufficient and appropriate to provide a reasonable basis for our opinion.

Attestation standards established by the Am erican Institute of Certified Public Accountants require that we request a written statement from the City stating that the City’s compliance that we examined has been accurately measured or evaluated.

We are required to be indepe ndent and to meet our other ethical respons ibilities in accordance with relevant ethical requirements relating to the engagement.

Our examination does not provide a legal determination of the City’s compliance with these requirements.

In our opinion, the City complied with the aforementioned re quirements for the year ended June 30, 2024, is fairly stated, in all material respects.

This report is intended solely for th e information and use of the members of the Measure R Independent Taxpayer Oversight Committee, the City Council, and management and is not intended to be and should not be used by anyone other than these specified parties. However, this report is a matter of public record, and its distribution is not limited.

GRUBER AND LOPEZ, INC.

Newport Beach, California
December 10, 2024

438 Old Newport Blvd – Newport Beach, CA 92663
Phone (949) 346-2900 – www.gruberlopezinc.com

10 (This page is intentionally left blank)
11 FINANCIAL STATEMENTS

ASSETS
Current assets:

Cash and investments 13,076,396 $
Account receivables, net 349,341
Due from other governments 7,679,670
Inventories 766,591
Prepaid items and deposits 69,307
Total current assets 21,941,305
Noncurrent assets:

Capital assets, net 85,659,936
Total noncurrent assets 85,659,936
Total assets 107,601,241

DEFERRED OUTFLOWS OF RSOURCES
Deferred outflows of resources related to pensions 2,035,870 Deferred outflows of resources related to other postemployment benefits 2,144,444 Total deferred outflows of resources 4,180,314

LIABILITIES
Current liabilities:

Accounts payable 5,361,612
Accrued liabilities 113,122
Salaries and benefits payable 281,539
Unearned revenue 16,843,550
Accrued interest payable 4,344
Compensated absences, due within one year 376,484
Lease payable, due withing one year 17,884
Subscription payable, due within one year 128,305
Long-term debt, due within one year 1,007,520
Total current liabilities 24,134,360
Noncurrent liabilities:

Compensated absences, due in more than one year 1,505,935 Long-term debt, due in more than one year 17,973,636
Net pension laibility 1,737,613
Net other postemployment benefits liabilities 7,945,597 Total noncurrent liabilities 29,162,781
Total liabilities 53,297,141

DEFERRED INFLOWS OF RSOURCES
Deferred inflows of resources related to pensions 308,734 Deferred inflows of resources related to other postemployment benefits 600,977 Total deferred inflows of resources 909,711

NET POSITION
Net investment in capital assets 80,118,644
Unrestricted (deficit) (22,543,941)
Total net position 57,574,703$
The GTrans Enterprise Fund of the City of Gardena
Statement of Net Position
June 30, 2024
See accompanying notes to the basic financial statements. 12 OPERATING REVENUES:

Charges for services 1,710,139 $
Other 219,985
Total operating revenues 1,930,124
OPERATING EXPENSES:

Salaries and benefits 18,824,869
General and administrative 5,918,113
Depreciation and amortization 3,925,720
Other operating expenses 2,594,668
Total operating expenses 31,263,370
OPERATING INCOME (29,333,246)
NON-OPERATING REVENUES (EXPENSES):

Local transportation fund 3,190,038
Other local assistance 14,494,964
Federal transit assistance 3,234,000
State transit assistance fund 1,934,190
Interest income 524,127
Interest expense (601,562)
Gain on sale of capital assets 17,590
Total non-operating revenues (expenses) 22,793,347

INCOME (LOSS) BEFORE
CONTRIBUTIONS AND TRANSFERS (6,539,899)

CONTRIBUTIONS AND TRANSFERS
Capital contributions 30,651,564
Total contributions and transfers 30,651,564
Change in net position 24,111,665
Net position, beginning of year 33,463,038
Net position, end of year 57,574,703 $
The GTrans Enterprise Fund of the City of Gardena
Statement of Revenues, Expenses, and Changes in Net Position For the year ended June 30, 2024
See accompanying notes to the basic financial statements. 13 CASH FLOWS FROM OPERATING ACTIVITIES:

Receipts from customers and users 1,609,340 $
Payments to suppliers for goods and services (4,350,525) Payments to employees (16,055,029)
Other receipts 219,985
Net cash provided (used by) operating activities (18,576,229) CASH FLOWS FROM NON-CAPITAL FINANCING ACTIVITIES:

Payments paid to other funds (7,093,382)
Principal payments on long term debt (979,427)
Interest paid (597,218)
Transit assistance funds received 18,698,956
Net cash provided (used by) non-capital financing activities 10,028,929 CASH FLOWS FROM CAPITAL AND RELATED FINANCING ACTIVITIES:

Acquisition of capital assets (30,548,988)
Proceeds from sale of capital assets 17,590
Receipt from capital grants 30,108,640
Net cash provided (used by) capital and related financing activities (422,758) CASH FLOWS FROM INVESTING ACTIVITIES:

Interest received 524,128
Net cash provided (used by) investing activities 524,128 Net increase (decrease) in cash and cash equivalents (8,445,930) Cash and equivalents, beginning of year 21,522,326
Cash and equivalents, end of year 13,076,396 $

RECONCILIATION OF OPERATING INCOME (LOSS) TO
NET CASH (USED BY) OPERATING ACTIVITIES:

Operating income (loss) (29,333,246) $
Adjustments to reconcile operating income (loss)
to net cash provided (used) by operating activities:

Depreciation and amortization epxenses 3,925,720
(Increase) decrease:

Accounts receivable (100,799)
Inventories (21,947)
Prepaid items and deposits 2,559
Deferred outflows of resources - pensions 4,990,251
Deferred outflows of resources - OPEB 366,035
Increase (decrease):

Accounts payable 4,177,650
Accrued liabilities 3,994
Accrued salaries and benefits payable 51,838
Compensated absences 81,554
Net pension liability (1,309,254)
Net other postemployment benefits liability 219,425
Deferred outflows of resources - pensions (1,491,570)
Deferred outflows of resources - OPEB (138,439)
Total adjustments 10,757,017
Net cash provided (used) by operating activities (18,576,229)$ The GTrans Enterprise Fund of the City of Gardena
Statement of Cash Flows
For the year ended June 30, 2024
See accompanying notes to the basic financial statements. 14 15

GTrans Enterprise Fund of the City of Gardena
Notes to the Financial Statements
For the Year Ended June 30, 2024

Note 1 – Summary of Significant Accounting Policies

A. Financial Reporting Entity

The financial statements of GTrans, previously known as the Municipal Bus Lines, Enterprise Fund (“GTrans”) of the City of Gardena, California (the “City”) are intended to present the financial position and results of the operations of the bus line services. The fi nancial statements of the GTrans are included in the basic financials statements of the City. The Annual Comprehensive Financial Report can be obtained from the City’s Finance Department (1700 West 162 nd Street, Gardena, CA 90247) and the City’s website (www.cityoggardena.org).

As an operator of a public transportation system, the City is eligible for Transportation Development Act (“TDA”) Public Utilities Code Sec tion 99260 (“TDA Section 99260”) funds. These funds were allocated by the Los Angeles County Metropolitan Transportation Auth ority (“MTA”) to supplement the City’s transit operations.

B. Basis of Accounting and Measurement Focus

The accompanying financial statements present only the GT rans and are not intended to present the financial position, changes in financial position, or cashflows of the City in accordance w ith accounting principles generally accepted in the United States of America (“U.S. GAAP”).

The accounting policies of the GTrans are in accordance with U.S. GAAP applicable to governmental units.

The Governmental Accounting Stan dards Board (“GASB”) is the accep ted standard-setting body for establishing accounting and financial reporting principles.

The financial statements are prepared using the “ economic resources” measurement focus and the accrual basis of accounting. Accordingly, all assets, deferred outflow s of resources, liabilities, and deferred inflows of resources (whether current or noncurrent) are included on the Statement of Net Position. The Statement of Revenues, Expenses and Changes in Net Position presents increases (revenues) and decreases (expenses) in total net position. Under the accrual basis of accounting, reve nues are recognized in the period in which they are earned while expenses are recognized in the period in which the liability is incurred.

Operating revenues are those revenues that are generate d from the primary operations of the GTrans. All other revenues are reported as nonoperating revenues. Operating expenses are those expenses that are essential to the primary operation of the GTrans. All other expenses are reported as nonoperating expenses.

C. Cash, Cash Equivalents

GTrans’ cash is pooled with he City’s internal investment pool. Cash on hand and demand deposits pooled with the City are considered as cash and cash equivalents.

D. Grants

Grant revenues and receivables are recorded when earned on grants that have been approved and funded by the grantor. Grant sources include Federal Transit Administ ration, Transportation Devel opment Act, State Transit Assistance, Measure R, Measure M, Proposition 1B, Proposition A, and Proposition C.

GTrans Enterprise Fund of the City of Gardena
Notes to the Financial Statements (Continued)
For the Year Ended June 30, 2024
16 Note 1 – Summary of Significant Accounting Policies (Continued)

E. Inventories

Inventories consist of materials and supplies which are valu ed at cost on a first-in, first-out basis. Inventories are recorded as an expense when consumed for financ ial statement purposes, but recorded as inventory when purchased.

F. Prepaid Items

Certain payments to vendors reflect costs applicable to future accounting periods and are recorded as prepaid items in the financial statements.

G. Capital Assets
GTrans’ capital assets include buildin gs, buses, vehicles, furniture and equipment which are recorded at historical cost or estimated historical costs if actual co st is not available. Donated capital assets are valued at their acquisition value. GTrans’ policy is to capitalize all assets with a unit cost of $5,000 or more, and a useful life of more than one year. Capital assets used in operations are depreciated over their estimated useful lives using the straight-line method. The lives used for depreciation purposes are as follows:

The intangible right‐to‐use asset includes lease assets or subscription-based information technology arrangements (“SBITA”) assets (“subscription asset”). These intangibl e assets are recorded at the amount of the initial measurement of the lease liabilities or SBITA liabilities (“subscription liabilities”) and adjusted by any lease made to the lessor or subscription payments to the SBITA vendor at or before the commencement of the lease or subscription term, less any incentives received from the lessor or SBITA vendor at or before the commencement of the lease or subscription term along with any initial di rect costs that are ancillar y charges necessary to place the lease assets into service or subscription implementati on costs. Lease assets are amortized using the straight- line method over the shorter of the lease term or the us eful life of the underlying asset, unless the lease contains a purchase option that the GTrans has determined is r easonably certain of being exercised. In this case, the lease asset is amortized over the useful life of the underlying asset. Subscription assets are amortized over the shorter of the subscription term or the useful life of the underlying Information Technology assets.

Buildings/structures and improvements 40 years
Machinery and equipment 3-15 years
Buses 12 years
Furniture and fixtures 3-10 years
Infrastructure 30-60 years

H. Deferred Outflows and Inflows of Resources

The statement of net position reports separate sections for deferred outfl ows of resources and deferred inflows of resources, when applicable.

Deferred Outflows of Resources represent a consumption of net assets that applies to future periods.

Deferred Inflows of Resources represent an acquisition of net assets that applies to future periods.

I. Unearned Revenue

Unearned revenue is recognized for transactions for which revenue has not yet been earned. Typical transactions recorded as unearned revenues are prepaid charges for services and grants received but not yet earned.

GTrans Enterprise Fund of the City of Gardena
Notes to the Financial Statements (Continued)
For the Year Ended June 30, 2024
17 Note 1 – Summary of Significant Accounting Policies (Continued) J. Compensated Absences

It is the City’s policy to accrue annual leave when in curred. A liability is record ed for unused sick leave balances only to the extent that it is probable that the unused balances will result in termination payments. This is estimated by including in the liability the unused balances of employees currently entitled to receive termination benefits, as well as those who are expected to become elig ible to receive termination benefits as a result of continuing their employment with the City. Other amounts of unused sick leave are excluded from the liability since their payment is contingent solely upon the occu rrence of a future event ( illness) which is outside the control of the City and the employee.

K. Leases

GTrans has a policy to recognize a lease liability and a right-to-use asset (lease asset) in the financial statements with an initial, individual value of $5,000 or more with a lease term greater than one year. Variable payments based on future performance or usage of the underlying asset s are not included in the measurement of the lease liability.

At the commencement of a lease, the lease liability is measured at the pr esent value of payments expected to be made during the lease term. Subsequently, the lease liability is reduced by the principal portion of lease payments made.

Lease assets are recorded at the amount of the initial measurement of the lease lia bilities and modified by any lease payments made to the lessor at or before the commencement of the lease term, less any lease incentives received from the lessor at or before the commencement of the lease term along with any initial direct costs that are ancillary charges necessary to place the lease assets into service. Lease assets are amortized using the straight– line method over the shorter of the lease term or the us eful life of the underlying asset, unless the lease contains a purchase option that the State has determined is reasona bly certain of being exercised. In this case, the lease asset is amortized over the useful life of the underlying asset.

Key estimates and judgments related to leases include how the City dete rmines (1) the discount rate it uses to discount the expected lease payments to present value, (2) lease term, and (3) lease payments.

 The City uses the interest rate charged by the lessor as the discount rate. When the interest rate charged by the lessor is not provided, the C ity generally uses its estimated in cremental borrowing rate as the discount rate for leases.
 The lease term includes the noncancelable period of the lease, plus any option periods that are reasonably certain to be exercised.
 Lease payments included in the measurement of the lease liability are composed of fixed payments and purchase option price that the City is reasonably certa in to exercise. The City monitors changes in circumstances that would require a remeasurement of a lease and will remeasure any lease asset and liability if certain changes occur that are expected to significantly affect the amount of the lease liability.

Lease assets are reported as right-to-use along with other capital assets and lease liabilities are reported on the statement of net position.
18 GTrans Enterprise Fund of the City of Gardena
Notes to the Financial Statements (Continued)
For the Year Ended June 30, 2024

Note 1 – Summary of Significant Accounting Policies (Continued)

L. Subscription Based Information Technology Arrangements Liabilities

GTrans recognizes subscription liabilities with an initial, individual value of $5,000 or more with a subscription term greater than one year in the government-wide and proprietary fund financial statements. Variable payments based on future performance of the City , usage of the underlying IT assets, or number of user seats are not included in the measurement of the subscription liability.

At the commencement of a subscription, the City initially measures the subscription liability at the present value of subscription payments expected to be made during th e subscription term. Subsequen tly, the lease liability is reduced by the principal portion of subscription payments made.

Subscription assets are recorded at the amount of the initial measurement of the subscription liabilities, less any payments made to the SBITA vendor before the comm encement of the subscrip tion term, and capitalizable initial implementation cost, less any incentives recei ved from the SBITA vendor at or before the commencement of the subscription term.

 Preliminary Project Stage: Outlays are expensed as incurred.

 Initial Implementation Stage: Outlays are capitalized as an addition to the subscription asset.

 Key estimates and judgements related to subscription liabilities include how the City determines (1) the discount rate it uses to discount the expected subscr iption payments to present value, (2) subscription term, (3) subscription criteria.

 Operation and Additional Implemen tation Stage: Outlays are expensed as incurred unless that meet specific capitalization criteria.

Upon adoption, GTrans elected to exclude the capitaliza tion outlays associated with the initial implementation stage and the operation and additional implementation stag e that were incurred prior to the implementation of this Statement in the measurement of subscription assets as of July 1, 2023.

Subscription assets are reported in capital assets and s ubscription liabilities are reported with long-term liabilities on the statement of net position. Subscription assets are amortized using the straight-line method over the shorter of the subscription term or the useful life of the underlying IT asset, unless the subscription contains a purchase option that GTrans has determined is reasona bly certain of being exercised. In this case, the subscription asset is amortized over the useful life of the underlying IT asset.

 GTrans uses the interest rate charged by the SMITA vendor as the discount rate. When the interest rate charged by the lessor is not provided, GTrans gene rally uses its estimated incremental borrowing rate as the discount rate for subscription liabilities.

 The subscription term includes the noncancellable pe riod of the SBITA. Subscription payments are included in the measurement of the subscription liability are composed of fixed payments.

GTrans monitors changes in circumstances that w ould require a remeasurement of its SBITA and will remeasure any subscription asset or liability if certain cha nges occur that are expected to significantly affect the amount of the subscription liability.

GTrans Enterprise Fund of the City of Gardena
Notes to the Financial Statements (Continued)
For the Year Ended June 30, 2024
19 Note 1 – Summary of Significant Accounting Policies (Continued) M. Pensions

For purposes of measuring the net pension liability, defe rred outflows of resources and deferred inflows of resources related to pensions, and pension expense, information about the fiduciary net position of the plans and additions to/deductions from the plans’ fiduciary net position have been determined on the same basis as they are reported by the plans. For this purpose, benefit paymen ts (including refunds of employee contributions) are recognized when due and payable in accordance with benefit terms. Investments are reported at fair value.

The following timeframes are used for pension reporting:

Valuation Date June 30, 2022
Measurement Date June 30, 2023
Measurement Period July 1, 2022 to June 30, 2023

Gains and losses related to changes in total pension liability and fiduciary net position are recognized in pension expense systematically over time. The first amortized amounts are recognized in pension expense for the year the gain or loss occurs. The remaining amounts are categor ized as deferred outflows and deferred inflows of resources related to pensions and are to be recognized in future pension expense. The amortization period differs depending on the source of the gain or loss. The differe nce between projected and actual earnings is amortized straight-line over 5 years. All other amounts are amorti zed straight-line over the average expected remaining service lives of all members that are provided with benefits (active, inactive, and retired) as of the beginning of the measurement period.

N. Other Postemployment Benefits (“OPEB”)

For the purpose of measuring the net OPEB liability, de ferred outflows of resources and deferred inflows of resources related to OPEB, and OPEB expense, information about the fiduciary net position of the City’s OPEB Plan and additions to/deductions from the OPEB Plan’s fiduciary net position have been determined on the same basis as they are reported by the Plan. For this purpose, the OPEB Plan recognizes benefit payments when due and payable in accordance with the benefit terms. Investments are reported at fair value, except for money market investments, which are reported at amortized cost.

The following timeframes are reported OPEB reporting:

OPEB
Valuation Date June 30, 2022
Measurement Date June 30, 2024
Measurement Period July 1, 2022 to June 30, 2023

Gains and losses related to changes in total OPEB li ability and fiduciary net position are recognized in OPEB expense systematically over time. The first amortized amounts are recognized in OPEB expense for the year the gain or loss occurs. The remaining amounts are categor ized as deferred outflows and deferred inflows of resources related to OPEB and are to be recognized in future OPEB expense. The amortization period differs depending on the sources of gain or loss. The difference between projected and actual earnings is amortized on a straight-line basis over 5 years. All other amounts are amortized on a straight-line basis over the average expected remaining service lives of all members that are provided with benefits (active, in active, and retired) at the beginning of the measurement period.

GTrans Enterprise Fund of the City of Gardena
Notes to the Financial Statements (Continued)
For the Year Ended June 30, 2024
20 Note 1 – Summary of Significant Accounting Policies (Continued)

O. Net Position
Net position is classified as follows:

Net Investment in Capital Assets – This component of net position c onsists of capital assets, net of accumulated depreciation and amortiza tion, reduced by the outstanding ba lances of retention payable and debt that are attributable to the acquisition, construction, or improvement of those assets.

Restricted – This component of net position consists of restricted assets reduced by liabilities and deferred outflows and inflows of resources related to those assets.

Unrestricted – This component of net positi on is the amount of the assets, deferred outflows of resources, liabilities, and deferred inflows of resources that are not included in the determination of net investment in capital assets or the restricted component of net position.

As of June 30, 2024, there was no “restricted” component of net position of the GTrans.

P. Use of Estimates

The preparation of the basic financial statements in c onformity with U.S. GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Q. Implementation of New GASB Pronouncements

For the year ended June 30, 2024, the financial stat ements include the adoption of GASB Statement No. 100, Accounting Changes and Error Corrections . The primary objective of this statement is to enhance accounting and financial reporting requirements for accounting changes (such as changes in accounting principles and estimates) and error corrections to provide more unde rstandable, reliable, cons istent, and comparable information for making decisions or assessing acco untability. The adoption of the GASB No. 100 did not significantly impact the City.

Note 2 – Cash and Investments
Petty cash and the GTrans’ share of the City’s cash and investments at June 30, 2024 was $13,076,396.

Cash is deposited in the City’s internal investment pool, which is reported at the amortized cost. GTrans does not own specifically identifiable securities in the City’s pool. Interest income is allocat ed based on average cash balances. Investment policies and associated risk factors applicable to GTrans are those of the City and are included in the City’s basic financial statements. Please refer to the City’s Annual Compre hensive Financial Report for related disclosures for cash and investments.

Note 3 – Due from Other Governments

Due from other governments consisted of the following at June 30, 2024:

Los Angeles County Metropolitan Transportation Authority $ 5,796,574 South Coast Air Quality Management District 350,000
U.S. Department of Transportation Federal Transit Administration 1,533,096 Total $ 7,679,670

21 GTrans Enterprise Fund of the City of Gardena
Notes to the Financial Statements (Continued)
For the Year Ended June 30, 2024

Note 4 – Capital Assets

A summary of changes in the capital assets for the GTrans for the year ended June 30, 2024 is as follows:

Business-Type Activities

Balance
July 1, 2023

Additions

Deletions
Balance
June 30, 2024
Capital assets, not being depreciated:

Land

$ 12,956,405

$ -

$ - $

$ 12,956,405
Construction in progress 7,804,434 30,674,597 (26,793,934) 11,685,097 Total capital assets, not being depreciated 20,760,839 30,674,597 (26,793,934) 24,641,502 Capital assets, being depreciated:

Buildings/structures and improvements

39,893,428

-

-

39,893,428
Buses 43,375,270 25,645,653 (7,888,993) 61,131,930
Machinery and equipment 9, 953,798 1,118,410 ( 256,021) 10,816,187 Furniture and fixtures 1,639,889 29,871 (29,852) 1,639,908 Infrastructure 1,010,673 - - 1,010,673
Total capital assets, being depreciated 95,873,058 26,793,934 (8,174,866) 114,492,126 Less accumulated depreciation (57,856,452) (3,948,753) 8,174,866 (53,630,339) Total capital assets, being depreciated, net 38,016,606 22,845,181 - 60,861,787 Intangible assets, being amortized
Right-to-use lease assets

26,484

20,415

(26,484)

20,415
Right-to-use subscription assets 331,035 - (11,560) 319,475 Total intangible assets, being amortized 357,519 20,415 (38,044) 339,890 Less accumulated amortization (98,296) (122,991) 38,044 (183,245) Total intangible assets, being amortized, net 259,223 (102,576) - 156,647 Business-type activities capital assets, net $ 59,036,668 $ 53,417,202 $ (26,793,934) $ 85,659,936

Depreciation and amortization expenses of the GTrans were in the amounts of $3,818,691 and $107,029, respectively for the year ended June 30, 2024.

GTrans Enterprise Fund of the City of Gardena
Notes to the Financial Statements (Continued)
For the Year Ended June 30, 2024
22 Note 5 – Unearned Revenues

Unearned revenues represent excess operating and excess capital assistance. The following represents the amount at June 30, 2024:

Proposition A – Local Return $ 4,086,899
Proposition A – Fare Subsidy 2,469,358
Measure M – Local Return 5,098,086
Measure R – Bus Operations 4,775,307
Measure R – Capital 361,499
California Department of Transportation – Low Carbon Transit Operation Program

52,401
Total $ 16,843,550

Note 6 – Long-Term Liabilities
A summary of changes in long-term liabilities of the GTrans for the year ended June 30, 2024 is as follows:

Balance Balance Due within Due in more
July 1, 2023 Additions Deletions June 30, 2024 One Year One Year 2020 Taxable Pension Obligation
Bonds - publicly offered $ 19, 864,835 $ - $ (883,679) $ 18,981,156 $ 1,007,520 $ 17,973,636 Lease payable 13,353 20,415 (15,884) 17,884 3,903 13,981 Subscription payable 228,584 - (100,279) 128,305 100,925 27,380 Compensated absences 1,800,865 1,134,563 (1,053,009) 1,882,419 376,484 1,505,935 Total $ 21,907,637 $ 1,154,978 $ (2,052,851) $ 21,009,764 $ 1,488,832 $ 19,520,932

2020 Taxable Pension Obligation Bonds – Original Issuance $101,490,000 ($22,296,415 for Business-Type Activities)

In November 2020, the City issued the Taxable Pe nsion Obligation Bonds, Series 2020 in the amount of $101,490,000. The purpose of the bonds was to finance a portion of the City’s unfunded accrued actuarial liability to the California Public Employees’ Retirement System (CalPERS) for the benefit of the City’s employees and to pay the costs of issuance of the bonds. Of the original $101,490,000 of bond principal issued, $21,306,850 was allocated to the GTrans.

The bonds accrue interest at rates between 1.081% and 3.363%. Interest on the bonds is payable semiannually on each April 1 and October 1, commencing April 1, 2021. Principal payments are due in annual installments ranging from $210,000 to $7,525,000, commencing April 1, 2021 through April 1, 2039. The bonds are not subject to optional and mandatory redemption prior to maturity. The bond debt service payments will be made from the debt service funds.

The amount outstanding at June 30, 2024 totaled $18, 981,156. The annual debt service requirements are as follows:

GTrans Enterprise Fund of the City of Gardena
Notes to the Financial Statements (Continued)
For the Year Ended June 30, 2024
23 Note 6 – Long-Term Liabilities (Continued)

2020 Taxable Pension Obligation Bonds – Original Issuance $101,490,000 ($22,296,415 for Business-Type Activities)

Fiscal Year Principal Interest Total
2025

$ 1,007,520

$ 593,590 $ 1,601,110
2026 1,065,243 576, 442 1,641,685
2027 1,086,233 554, 434 1,640,667
2028 1,111,421 528, 734 1,640,155
2029 1,141,856 499, 136 1,640,992
2030-2034 6,225,635 1,978,876 8,204,511
2035-2039 7,343,248 862,686 8,205,934
Total $ 19,981,156 $ 5,593,898 $ 24,575,054

Lease Payable
The City’s business-type activities have entered leases for the machine uses. The terms of the agreements range from 18 months to 60 months. The calculated interest ra tes used were between 0.185% to 3.305% based on the term of the agreements.

Principal and interest payments to maturity at June 30, 2024 are as follows:

Fiscal Year Principal Interest Total
2025 $ 3,903 $ 532 $ 4,435
2026 4,034 401 4,435
2027 4,169 266 4,435
2028 4,309 126 4,435
2029 1,468 10 1,478
Total $ 17,884 $ 1,335 $ 19,218

Subscription Liabilities

The City’s business-type activities has entered into subscriptions for information technology arrangements. The terms of the arrangements range from 24 to 60 months with implicit rates used between 0.552% to of 3.305%.

Principal and interest to maturity are as follows:

Fiscal Year Principal Interest Total
2025 $ 100,924 $ 3,329 $ 104,243
2026 16,097 850 16,947
2027 11,283 373 11,656
Total $ 128,305 $ 4,552 $ 132,856

Compensated Absences

All vested vacation and compensatory leave time is rec ognized as an expense and as a liability in the business- type funds at the time the liability vests. GTrans and the Sewer Enterprise funds have been used to liquidate the liability. The balance outstanding at June 30, 2024 was $1,882,419.

GTrans Enterprise Fund of the City of Gardena
Notes to the Financial Statements (Continued)
For the Year Ended June 30, 2024
24 Note 7 – Employees’ Retirement Plans

General Information about the Pension Plan
Plan Description

The GTrans participates in the City’s pension plan. The City contributes to the California Public Employees Retirement System (“CalPERS”), an agent multiple- em ployer defined benefit pension plan. CalPERS acts as a common investment and administrative agent for particip ating public entities within the State of California.

Benefit provisions and all other requirements are est ablished by state statue and City ordinance. A full description of the pension plan regarding number of employees covered, benefit provisions, assumptions (for funding, but not accounting purposes), and membership info rmation are listed in the Annual Actuarial Valuation Report. This report and CalPERS’ audited financial statements are publicly available reports that can be obtained at CalPERS’ website under Forms and Publications (www.calpers.ca.gov/page/forms-publications).

Benefit Provided

CalPERS provides retirement and disability benefits, annual cost-of-living adju stments, and death benefits to plan members and beneficiaries. A classic CalPERS member becomes eligible for service retirement upon attainment of age 50 with at least 5 years of credite d service. PEPRA miscellaneous members become eligible for service retirement upon attainment of age 52 with at l east 5 years of service. The service retirement benefit is a monthly allowance equal to the product of the bene fit factor, years of service, and final compensation. The final compensation is the monthly average of the me mber’s highest 36 or 12 consecutive months’ full-time equivalent monthly pay. Retirement benefits for classic miscellaneous employees are calculated as 2% of average final 12 months compensation. Retirement benefit for PEPRA miscellaneous employees are calculated as 2% of the average final 36 months compensation.

Participant is eligible for non-industrial disability retirement if the participant becomes disabled and has at least 5 years credited service. There is no special age requ irement. The standard non-industrial disability retirement benefit is a monthly allowance equal to 1.8 percent of final compensation, multiplied by service.

Industrial disability benefits are not offered to miscellaneous employees.

An employee's beneficiary may receive the basic death benefit if the employee becomes deceased while actively employed. The employee must be actively employed with the City to be eligible for this benefit. An employee's survivor who is eligible for any other pre-retirement death benefit may choose to receive that death benefit instead of this basic death benefit. The basic death benefit is a lump sum in the amount of the employee's accumulated contributions, where interest is currently credited at 7.5 percent per year, plus a lump sum in the amount of one month's salary for each completed year of current service, up to a maximum of six months' salary. For purposes of this benefit, one month's salary is defined as the member's average monthly fu ll-time rate of compensation during the 12 months preceding death. Upon the death of a retiree, a one-time lump sum payment of $500 will be made to the retiree’s designated survivor(s), or to the retiree’s estate.

Benefit terms provide for annual cost-of-living adjustments to each employee’s retirement allowance. Beginning the second calendar year after the year of retirement, retirement and survivor allowances will be annually adjusted on a compound basis by 2 percent.

GTrans Enterprise Fund of the City of Gardena
Notes to the Financial Statements (Continued)
For the Year Ended June 30, 2024
25 Note 7 – Employees’ Retirement Plans (Continued)

General Information about the Pension Plan (Continued)
Employees Covered by Benefit Terms

At June 30, 2023, the valuation date, the following GTrans’ employees were covered by the benefit terms under the City’s miscellaneous plan:

Active employees 148
Transferred and terminated employees 66
Total 214
Contributions
Section 20814(c) of the California Public Employees ’ Retirement Law (“PERL”) re quires that the employer contribution rates for all public employers be determined on an annual basis by the actuary and shall be effective on the July 1 following notice of a change in the rate . The total plan contributions are determined through CalPERS’ annual actuarial valuation process. The actuarially determined rate is the estimated amount necessary to finance the costs of benefits earned by employees dur ing the year, with an additional amount to finance any unfunded accrued liability. The employer is required to contribute the di fference between the actuarially determined rate and the contribution rate of employees. For the measurement period ended June 30, 2023, the employer’s contribution rates were 9.18%. The active classic miscellaneous employee contribution rate was 7% of annual pay and the active PEPRA miscellaneous employee contribution rate was 6.75% of annual pay.

Net Pension Liability
Actuarial Methods and Assumption Used to Determine Total Pension Liability

For the measurement period ended June 30, 2023, the total pension liability was determined by rolling forward the June 30, 2022 total pension liability. The June 30, 2022 total pension liabilities were based on the following actuarial methods and assumptions:

Actuarial Cost Method Entry Age Normal
Actuarial Assumptions:

Discount Rates 6.90%
Inflation 2.50%
Salary Increases Varies by Entry Age and Service
Mortality Rate Table
1 Derived using CalPERS’s Membership Data for all Funds.

Post Retirement Benefit Increase In 2021, th e lesser of contract COLA or 2.30% until Purchasing Power Protection allowance floor on purchasing power applies, 2 . 3 0 % t h e r e a f t e r

1 The lesser of contract COLA or 2.30% until Purchasing Power Protection Allowance floor on purchasing power applies, 2.30% thereafter1 The mortality table used for June 30, 2022 was developed based on CalPERS-specific data. The probabilities of mortality are based on the 2021 CalPERS Experience Study for the period from 2001 to 2019. Pre-retirement and Post- retirement mortality rates include generational mortality improvement using 80% of Scale MP-2020 published by the Society of Actuaries. For more details o n this table, please refer to the CalPERS Experience Study and Review of Actuarial Assumptions report from November 2021 that can be found on the CalPERS website.

GTrans Enterprise Fund of the City of Gardena
Notes to the Financial Statements (Continued)
For the Year Ended June 30, 2024
26 Note 7 – Employees’ Retirement Plans (Continued)

Net Pension Liability (Continued)

Change of Assumptions

Effective with the June 30, 2022 valuation date (2023 measurement da te), the accounting discount rate was remained at 6.90%. In determining the long-term expect ed rate of return, CalPERS took into account long-term market return expectations as well as the expected pe nsion fund cash flows. Projected returns for all asset classes are estimated, combined with risk estimates, and are used to project compound (geometric) returns over the long term. The discount rate used to discount liabiliti es was informed by the long- term projected portfolio return. In addition, demographic assumptions and the inflation rate assumption were changed in accordance with the 2021 CalPERS Experience Study and Review of Actuarial Assumptions.

Long-term Expected Rate of Return
The long-term expected rate of return on pension plan investments was determined using a building-block method in which expected future real rates of return (expected returns, net of pension plan investment expense and inflation) are developed for each major asset class.

In determining the long-term expected rate of return, CalPERS took into account both short-term and long-term market return expectations. Using historical return s of all of the funds’ asset classes, expected compound (geometric) returns were calculated over the next 20 years using a building-block approach. The expected rate of return was then adjusted to account for assumed administrative expenses of 10 basis points.

The expected real rates of return by asset class are as followed:

Asset Class1
Assumed Asset
Allocation
Real Return
Years 1 - 101, 2
Global Equity - Cap-weighted 30.00% 4.54%
Global Equity - Non-cap-weighted 12.00% 3.84%
Private Equity 13.00% 7.28%
Treasury 5.00% 0.27%
Mortgage-backed Securities 5.00% 0.50%
Investment Grade Corporates 10.00% 1.56%
High Yield 5.00% 2.27%
Emerging Market Debt 5.00% 2.48%
Private Debt 5.00% 3.57%
Real Assets 15.00% 3.21%
Leverage -5.00% -0.59%
100.00%

1 An expected inflation of 2.30% used for this period.
2 Figures are based on the 2021 Asset Liability Management study.

GTrans Enterprise Fund of the City of Gardena
Notes to the Financial Statements (Continued)
For the Year Ended June 30, 2024
27 Note 7 – Employees’ Retirement Plans (Continued)

Net Pension Liability (Continued)

Discount Rate
The discount rate used to measure the total pension li ability was 6.90%. The projection of cash flows used to determine the discount rate assumed that contributions fro m plan members will be made at the current member contribution rates and that contributions from employers w ill be made at statutorily required rates, actuarially determined. Based on those assumptions, the Plan’s fiduciary net position was projected to be available to make all projected future benefit payments of current plan memb ers. Therefore, the long-term expected rate of return on plan investments was applied to all periods of proj ected benefit payments to determine the total pension liability.

Changes in the Net Pension Liability

Proportionate Share of Net Pension Liability
GTrans’ proportionate share of net pension liability of the City’s miscellaneous plan is determined by the City’s CalPERS long term projected contribution made by GTrans over the total miscellaneous plan contribution. The following table shows GTrans’ proportionate share of the City’s miscellaneous plan net pension liability over the measurement period.

Increase (Decrease)
Total Pension
Liability
(a)
Plan Fiduciary Net
Position
(b)
Net Pension
Liability (asset)
(c) = (a) - (b)
Balance at June 30, 2022 (Valuation Date) $ 30, 562,747 $ 29,475,106 $ 1,087,641 Balance at June 30, 2023 (Measurement Date) 31, 769,164 30,031,551 1,737,613 Net Changes during 2022-2023 1,206,41 7 556,445 649,972

The GTrans’ proportionate share of net pension liabilities are as follows:

Measurement Date 2023
June 30, 2022 46.7030%
June 30, 2023 16.1924%
Change - Increase (Decrease) (30.5106) %

Sensitivity of the Net Pension Liability to Changes in the Discount Rate

The following presents the net pension liability of the pl ans as of the measurement date, calculated using the discount rate of 6.90%, as well as what the net pension liabi lity would be if it were calculated using a discount rate that is 1 percentage-point lower (5.90%) or 1 percentage-point higher (7.90%) than the current rate:

Plan's Net Pension Liability (asset)

Measurement Date
Discount Rate - 1% Current Discount Discount Rate + 1%
(5.90%) Rate (6.90%) (7.90%)
June 30, 2023 $ 5,906,602 $ 1,737,613 $ (4,865,25)

GTrans Enterprise Fund of the City of Gardena
Notes to the Financial Statements (Continued)
For the Year Ended June 30, 2024
28 Note 7 – Employees’ Retirement Plans (Continued)

Changes in the Net Pension Liability (Continued)

Pension Plan Fiduciary Net Position

Detailed information about the plan’s fiduciary net position is available in the separately issued CalPERS financial report.

Pension Expense (Credit) and Deferred Outflows and Deferred Inflows of Resources Related to Pensions

For the measurement period ended June 30, 2023, the GTrans incurred a pension expense of $788,210.

As of measurement date of June 30, 2023, GTrans had deferred outflows and deferred inflows of resources related to pensions as follows:

Measurement Date
June 30, 2023
Deferred outflows
of Resources
Deferred inflows
of Resources
Changes of assumptions $ 324,898 $ -
Difference between expected and actual experience 208,515 (308,734) Net difference between projected and actual earning on
pension plan investments

1,502,457

-
Total $ 2,035,870 $ (308,734)

The amounts above are net of outflows and inflows recognized in the 2022-23 measurement period expense.

The expected average remaining service lifetime (“EARSL” ) is calculated by dividing the total future service years by the total number of plan participants (active, inactive, and retired). The EARSL for the miscellaneous plan for the 2022-23 measurement period is 3.2, which was obtained by dividing the total service years of 3,447 (the sum of remaining service lifetimes of the active employees) by 1,087 (the tota l number of participants:
active, inactive, and retired).

GTrans has deferred outflows and deferred inflows of resources related to pensions as follows:

Deferred Outflows/
(Inflows) of Resources
Ended June 30 Miscellaneous Pla n
2025

$ 394,751
2026 308,385
2027 982,438
2028 41,562
2029 -
Thereafter -
$ 1,727,136

GTrans Enterprise Fund of the City of Gardena
Notes to the Financial Statements (Continued)
For the Year Ended June 30, 2024
29 Note 8 – Other Postemployment Benefits (“OPEB”)

General Information about the OPEB Plan
Plan Description

Plan Administration

The City governing board administers the Postemployment Benefits Plan (the “Plan”). The Plan is a single employer defined benefit plan that is used to provide pos temployment benefits other than pensions (“OPEB”) for eligible retirees. The Plan provides medical insurance benef its to eligible retirees of the transportation enterprises.

Benefits are provided through the City’s self-insured plan and Kaiser. The City’s governing board has the authority to establish and amend the benefit terms as contained within the labor agreements.

Benefits Provided

The City provides retiree health benefits to eligible retirees and dependents based on employment group and the employee’s classification as either Classic or PEPRA under CalPERS.

Gardena Municipal Employees Association (GMEA) members:

Tier 1: Classic employees hired before July 1, 2002 are eligible to retire at age 55 with 13 years of service.

City paid health coverage is at the two-party plan rate.

Tier 2: Employees hired between July 1, 2002 and July 1, 2021:

a) Classic employees hired on or after July 1, 2002 and before January 1, 2013 may retire at age 55 with 20 years of service. City paid health coverage is at the retiree only plan rate. b) PEPRA employees hired on or after January 1, 2013 and before July 1, 2021, are eligible to retire at age 62 with 20 years of service. City paid health coverage is at the retiree only plan rate.

Tier 3: Employees hired on or after July 1, 2021 and earn benefits by the following minimum requirements:

a) Twenty (20) years of full-time service with the City earns 75% of single party rate; or b) Twenty-five (25) years of full-time service earns 100% of the single party rate; and c) Enrollment in an any health insurance plan offered by the City for the minimum years of service; and d) Age fifty-five (55) years for Classic employees or sixty-two (62) years for PEPRA employees for full CalPERS service retirement; and
e) Retiree coverage shall terminate upon the date the retiree becomes Medicare eligible or death of the retiree, whichever occurs first.

Gardena Municipal Employees Organization(GMEO) members:

Tier 1: Classic employees hired before March 15, 2000 are eligible to retire at age 55 with 13 years of service. City paid health coverage is at the two-party plan rate.

GTrans Enterprise Fund of the City of Gardena
Notes to the Financial Statements (Continued)
For the Year Ended June 30, 2024
30 Note 8 – Other Postemployment Benefits (“OPEB”) (Continued)

General Information about the OPEB Plan (Continued)
Plan Description (Continued)

Benefits Provided (Continued)

Tier 2: Employees hired between March 15, 2000 and January 1, 2013:

a) Classic employees hired between March 15, 2000 and D ecember 31, 2008 may retire at age 55 with 13 years of service. City paid health coverage is at th e retiree only plan rate. Spousal coverage is available with an employee contribution of $175 per month.
b) Classic employees hired on or after January 1, 2009, are eligible to retire at age 55 with 13 years of service. City paid health coverage is at the retiree onl y plan rate. Spousal coverage is available with an employee contribution of $250 per month.

Tier 3: PEPRA employees hired on or after January 1, 201 3, are eligible to retire at age 62 with 20 years of service. City paid health coverage is at the retiree onl y plan rate. Spousal coverage is available with an employee contribution of $250 per month.

Tier 4: Employees hired on or after January 1, 2021 earn benefits by the following minimum requirements:

a) Twenty (20) years of full-time service with the City earns 75% of single party rate; or b) Twenty-five (25) years of full-time service earns 100% of the single party rate; and c) Enrollment in an any health insurance plan offered by the City for the minimum years of service; and d) Age fifty-five (55) years for Classic employees or sixty-two (62) years for PEPRA employees for full CalPERS service retirement; and
e) Retiree coverage shall terminate upon the date the retiree becomes Medicare eligible or death of the retiree, whichever occurs first.

The benefits provided for retirees are the same as for activ e employees of the City. Lifetime benefits are provided for eligible GMEA and GMEO members hired before July 1, 2021. Benefits cease at age 65 for all members hired on or after July 1, 2021. The City contributes to the cost of health premiums up to applicable cap of $1,498 and $1,498 per month for the calendar years 2024 and 2023.

Eligibility
All of the Plan’s employees became participants in accordance with a negotiated Memorandum of Understanding (“MOU”) as negotiated by each group or bargaining unit. In order to receive benefits, eligible employees must meet the minimum requirements defined in their MOU. At J une 30, 2023 measurement date, the following numbers of participants were covered by the benefit terms:

Inactives currently receiving benefits 43
Active employees 101

Total 144

GTrans Enterprise Fund of the City of Gardena
Notes to the Financial Statements (Continued)
For the Year Ended June 30, 2024
31 Note 8 – Other Postemployment Benefits (“OPEB”) (Continued) General Information about the OPEB Plan (Continued)
Contributions

As the plan sponsor, the City determines the contributio ns needed to fund the OPEB Plan. The City pays the liability on a pay-as-you-go basis. The City particip ates in the California Employers’ Retiree Benefit Trust (CERBT) in accordance with GASB 75, which provides a means to fund the annual OPEB costs.

Net OPEB Liability
The City’s Net OPEB liability was measured as of June 30, 2023, and total liabilities used to calculate the net OPEB liabilities ware determined by an actuarial valuation as of June 30, 2023.

Significant Actuarial Assumptions Used for Total OPEB Liability

The total OPEB liability, measured as of June 30, 2023, was determined using the following actuarial assumptions:

Actuarial Cost Method
Actuarial Assumptions:

Entry Age, Level Percent of Pay
Actuarial Valuation Date June 30, 2022
Valuation of Fiduciary Net Position
Recognition of deferred inflows and outflows of
resources
Salary Increases
Discount Rate

Inflation Rate
Investment Rate of Return
Healthcare Cost Trend Rate (City Plan)

Healthcare Cost Trend Rate (Kaiser)

Preretirement Mortality:

Miscellaneous

Preretirement Mortality:

Miscellaneous
Fair value assets.

Closed period equal to the average of the expected remaining service lives of all employees provided with OPEB.

2.75%
Governmental Activities and Sewer: 3.54%
GTrans: 6.25%

2.50%

6.25%, net OPEB plan investment expense

6.00% for 2023, 5.50% for 2024, 5.25% for
2025-2029, 5.00% for 2030-2039, 4.75% for 2040-2049, 4.50% for 2050-2069 and 4.00% for 2070 and later years.

6.00% for 2023, 5.50% for 2024, 5.25% for
2025-2029, 5.00% for 2030-2039, 4.75% for 2040-2049, 4.50% for 2050-2069 and 4.00% for 2070 and later years.

Preretirement Mortality Rates for Public Agency Miscellaneous from CalPERS Experience Study (2000-2019).

Post-retirement Mortality Rates for Public Agency Miscellaneous from CalPERS Experience Study (2000-2019).

GTrans Enterprise Fund of the City of Gardena
Notes to the Financial Statements (Continued)
For the Year Ended June 30, 2024
32 Note 8 – Other Postemployment Benefits (“OPEB”) (Continued) Net OPEB Liability (Continued)
Long-Term Expected Rate of Return
The long-term expected rate of return on OPEB plan i nvestments was determined using a building-block method in which expected future real rates of re turn (expected returns, net of investment expense and inflation) are developed for each major asset class. The calculated investment rate of return was set equal to the expected ten-year compound (geometric) real return plus inflation (rounded to the nearest 25 basis points, where appropriate). The table below provides the long-term expected real rates of return by asset class (based on published capital market assumptions). Change in Net OPEB Liability.

Asset Class Assumed Asset Alloca tion Real Rate of Return Global ex-U.S. Equity 49% 4.8%
U.S. Fixed 23% 1.8%
TIPS 5% 1.6%
Real Estate 20% 3.7%
Commodities 3% 1.9%

Discount Rate
GASB 75 requires a discount rate that reflects the following: a) The long-term expected rate of return on OPEB plan investments – to the extent that the OPEB plan’s fi duciary net position (if any) is projected to be enough to make projected benefit payments and assets are expected to be invested using a strategy to achieve that return. b) A yield or index rate for 20-year, tax-exempt general obliga tion municipal bonds with an average rating of AA/Aa or higher – to the extent that the conditions in (a) are not met.

To determine a resulting single (blended) rate, the amount of the plan’s projected fiduciary net position (if any) and the amount of projected benefit payments is compared in each period of projected benefit payments. The discount rate used to measure the City’s total OPEB liability is based on these requirements and the following information:

Long-Term Fidelity GO AA
Expected Return of
Plan Investments
20 Years Municipal
Index

Discount Rate

6.25% 3.65% 3.65%

Change in Net OPEB Liability
The following presents the changes in the net OPEB liability for the GTrans Enterprise’s retiree OPEB Plan:

Increase (Decrease)
Total OPEB
Liability
(a)
Plan Fiduciary Net
Position
(b)
Net OPEB
Liability
(c) = (a) - (b)
Balance at June 30, 2022 $ 12,673,325 $ 4,947,153 $ 7,726,172 Changes recognized for the measurement period:

Service cost 315,938 - 315,938
Interest on the total OPEB liability 794,147 - 794,147
Contributions - employer - 574,545 (574,545)
Net investment income - 317,552 (317,552)
Benefit payments (574,545) (574,545) -
Administrative expenses - (1,437) 1,437
Net changes during July 1, 2022 to June 30, 2023 535,540 316,115 219,425 Balance at June 30, 2023 (Measurement Date) $ 13, 208,865 $ 5,263,268 $ 7,945,597 GTrans Enterprise Fund of the City of Gardena
Notes to the Financial Statements (Continued)
For the Year Ended June 30, 2024
33 Note 8 – Other Postemployment Benefits (“OPEB”) (Continued) Total OPEB Liability (Continued)
Sensitivity of the net OPEB Liability to Changes in the Discount Rate The following presents the net OPEB liability of the govern mental activities and the Sewer’s Retiree Health Plans, as well as what the governmental activities and the Sewer Enterprise’s total OPEB liability would be if it were calculated using a discount rate that is 1-percentage-point lower (2.65 percent) or 1-percentage- point higher (4.65 percent) than the current discount rate:

Plan's Net OPEB Liability
Discount Rate - 1%
(5.25%)
Current Discount
Rate (6.25%)
Discount Rate + 1%
(7.25%)
$ 9,693,849 $ 7,945,597 $ 6,496,369
Sensitivity of the Net OPEB Liability to Changes in the Health Care Cost Trend Rates

The following presents the total OPEB liability of the City, GTrans, and Sewer, as well as what the City’s, GTrans’, and Sewer’s total OPEB liability would be if it were calculated using healthcare cost trend rates that are 1-percentage- point lower or 1-percentage-point higher than the current healthcare cost trend rates:

Plan's Net OPEB Liability
1% Decrease Current Trend 1% Increase
$ 6,185,648 $ 7,945,597 $ 10,130,039

OPEB Expense and Deferred Outflows of Resources and Deferred Inflows of Resources Related to OPEB

For the measurement period ended June 30, 2023, GTrans recognized expense of $948,526. At June 30, 2024, the City reported deferred outflows of res ources and deferred inflows of resources related to GTrans OPEB from the following sources:

Deferred outflows Deferred inflows
of resources of resources
Difference between expected and actual experience $ 1,120,014 $ (149,047) Changes in assumptions 59,353 (451,930)
Net difference between projected and actual earnings
on plan investments 313,339 -
Employer contributions made subsequent to
the measurement date 651,738 -
Total $ 2,144,444 $ (600,977)

GTrans Enterprise Fund of the City of Gardena
Notes to the Financial Statements (Continued)
For the Year Ended June 30, 2024
34 Note 9 – Capital Contributions

The following represents the different sources of capital contributions for the year ended June 30, 2024:

Municipal Operator Service Improvement Program (“MOSIP”) $ 3,422,214 Federal Transit Assistance Funds 21,012,680
State Transit Assistance 746,011
The Los An
geles County Metropolitan Transportation Authority:

Information Technology Systems 155,231
Prop 1B Bridge 696,426
Low Carbon Transit Program 224,004
TDA 4,317,697
Other 77,300
Total $ 30,651,563

Note 10 – Related Party Transactions

Certain general and administrative costs are allocated to the GTrans by the City based on approved cost allocation plan. Such allocated costs were $2,471,676 was incl uded as other operating expenses in the accompanying statement of revenues, expenses, and changes in net position for the year ended June 30, 2024.

Note 11 – Net Investment In Capital Assets

The following is the calculation of net investment in capital assets at June 30, 2024:

Capital assets, net of accumulated
depreciation and amortization $ 85,659,936
Less: outstanding principal on capital related debt, ne t (156,647)
Less: capital assets related to accounts payable (5,361,612) Less: retention payable (23,033)
Total $ 80,118,644

GTrans Enterprise Fund of the City of Gardena
Notes to the Financial Statements (Continued)
For the Year Ended June 30, 2024
35 Note 12 – Commitments & Contingencies

A. Lawsuits

The GTrans is presently involved in certain matters of litig ation that have arisen in the normal course of conducting the GTrans’ business. Management believes, based upon co nsultation with attorneys that these cases, in the aggregate, are not expected to result in a material a dverse financial impact on the GTrans. Additionally, the GTrans’ management believes that the GTrans’ insuran ce programs are sufficient to cover any potential losses should an unfavorable outcome materialize.

B. Federal and State Grant Programs

The City participates in Federal and St ate grant programs for GTrans, the principal of which are subject to program compliance audits pursuant to the Single Audit Act as amended and applicable State requirements. Accordingly, the City’s compliance with applicable grant requirements will be established at a future date. The amount of expenditures which may be disallowed by the granting agencies cannot be determined at this time, although GTrans management anticipates such amounts, if any, will be immaterial.

36 REQUIRED SUPPLEMENTARY

INFORMATION (UNAUDITED)
Measurement period 2013-14 2014-15 2015-16 2016-17 2017-18 GTrans Proportion of the Net Pension Liability 50.18180% 50.31818% 50.31818% 44.79196% 46.05480% GTrans' Proportionate Share of the Net
Pension Liability (Asset) 12,288,210 $ 12,394,309 $ 16,916,479 $ 19,931,911 $ 17,636,461 $ GTrans' Covered Payroll 8,756,618 $ 9,049,080 $ 8,766,851 $ 8,881,850 $ 9,297,404 $ GTrans' Proportionate Share of the Net Pension
Liability (Asset) as a percentage of its Covered Payroll 140.33% 136.97% 192.96% 224.41% 189.69% GTrans' Proportionate Share of the Fiduciary Net
Position as a Percentage of the Total Pension Liability 84.97%

82.27% 76.80% 75.13% 76.06%
Measurement period 2018-19 2019-20 2020-21 2021-22 2022-23 GTrans Proportion of the Net Pension Liability 47.80000% 46.70000% 46.70000% 45.36080% 42.73720% GTrans' Proportionate Share of the Net
Pension Liability (Asset) 20,652,115 $ 22,722,142 $ (10,155,145) $ 3,046,867 $ 1,737,613 $ GTrans' Covered Payroll 9,725,277$ 10,165,752 $ 8,986,120 $ 9,856,478 $ 8,941,209 $ GTrans' Proportionate Share of the Net Pension
Liability (Asset) as a percentage of its Covered Payroll 212.36% 223.52% -113.01% 30.91% 19.43% GTrans' Proportionate Share of the Fiduciary Net
Position as a Percentage of the Total Pension Liability 74.28% 73.56% 111.89% 96.44% 94.53% Notes to Schedule:

Change in Benefit Terms: There were no changes in benefit terms.

Changes in Assumptions: In 2022, the accounting discount rate was reduced from 7.15% to 6.90%. In determining the long-term expected rate of return, CalPERS took into account long-term market return expectations as well as the expected pension fund cash flows. Projected returns for all asset classes are estimated, combined with risk estimates, and are used to project compound (geometric) returns over the long term. The discount rate used to discount liabilities was informed by the long-term projected portfolio return. In addition, demographic assumptions and the inflation rate assumptions were changed in accordance with the 2021 CalPERS Experience Study and Review of Actuarial Assumptions. In 2021, 2020 and 2019, there were no changes. In 2018, demographic assumptions and inflation rate were changed in accordance to the CalPERS Experience Study and Review of Actuarial Assumptions December 2017. There were no changes in the discount rate. In 2017, the discount rate was reduced from

7.65 percent to 7.15 percent. In 2016, there were no changes. In 2015, amounts reported reflect an adjustment of the discount rate from 7.5 percent (net of administrative expense) to 7.65 percent (without a reduction for pension plan administrative expense.) In 2014, amounts reported were based on the 7.5 percent discount rate.

The GTrans Enterprise Fund of the City of Gardena
Schedule of the Gtrans Proportionate Share of the Net Pension Liability For the Year Ended June 30, 2024
Last Ten Fiscal Years
California Public Employees' Retirement System ("CalPERS") - Gtrans Required Supplementary Information (Unaudited)
37 2013-14 2014-15 2015-16 2016-17 2017-18
Actuarially determined contribution 1,014,203$ 1,163,588 $ 1,329,405 $ 1,517,116 $ 1,651,631 $ Contributions in relation to the
actuarially determined contributions (1,014,203)$ (1,163,588) $ (1,329,405) $ (1,517,116) $ (1,651,631) $ Contribution deficiency (excess) - $ - $ - $ - $ - $ Covered payroll 1 9,049,080$ 8,766,851 $ 8,881,850 $ 9,297,404 $ 9,725,277 $ Contributions as a percentage of
covered employee payroll 11.21% 13.27% 14.97% 16.32% 16.98% 2018-19 2019-20 2020-21 2021-22 2022-23
Actuarially determined contribution 1,993,187$ 2,102,021 $ 981,092 $ 877,731 $ 1,158,139 $ Contributions in relation to the
actuarially determined contributions (1,993,187)$ (22,470,696) $ (981,092) $ (877,731) $ (1,158,139) $ Contribution deficiency (excess) - $ (20,368,675)$ - $ - $ - $ Covered payroll 1 10,165,752$ 8,986,120 $ 9,856,478 $ 10,241,478 $ 8,941,209 $ Contributions as a percentage of
covered employee payroll 19.61% 250.06% 9.95% 8.57% 12.95% 1 Covered payroll represented above is based on pensionable earnings.

Notes to Schedule:

The actuarial methods and assumptions used to set the actuarially determined for Fiscal Year 2022-23 were derived from the June 30, 2020 funding valuation report.

Methods and assumptions used to determine contribution rates:

Actuarial cost method Entry Age Normal Cost Method
Amortization method Level percentage of payroll
Asset valuation method Fair value
Inflation 2.50%
Salary increases Varies by entry age and service
Payroll Growth 2.750%
Investment rate of return 7.00% net of pension plan investment and administrative expenses; includes Inflation.

Retirement age The probabilities of retirement are based on the 2017 CalPERS Experience study for the period from 1997 to 2015
Mortality The probabilities of mortality are based on the 2017 CalPERS Experience study for the period from 1997 to 2015. Pre-retirement and Post-retirement mortality rates include 15 years of projected mortality improvement using 90% of Scale MP-2016 published by the Society of Actuaries.

California Public Employees' Retirement System ("CalPERS") - GTrans The GTrans Enterprise Fund of the City of Gardena
Required Supplementary Information (Unaudited)
Schedule of Contributions - Pensions
For the Year Ended June 30, 2024
Last Ten Fiscal Years
38 For the Measurement Period: 2016-17 1
2017-18 2018-19 2019-20 2020-21
Total OPEB Liability
Service cost 232,000 $ 238,960 $ 291,129 $ 299,863 $ 340,578 $ Interest 598,000 629,344 661,199 706,976 691,860 Changes in benefit terms - - - - - Changes in assumptions - (357,602) - 117,261 - Actual and expected experience difference - 301,185 - (294,459) - Benefit payments (462,000) (494,701) (289,528) (276,271) (272,358) Other - funding rates used by benefits paid 190,000 - - - - Net change in total OPEB liability 558,000 317,186 662,800 553,370 760,080 Total OPEB liability - beginning 8,774,000 9,332,000 9,649,186 10,311,986 10,865,356 Total OPEB liability - ending (a) 9,332,000 $ 9,649,186 $ 10,311,986 $ 10,865,356 $ 11,625,436 $ Plan Fiduciary Net Position
Contribution - employer 462,000 $ 4,516,245 $ 289,528 $ 276,271 $ 272,358 $ Contribution - employee - - - - - Net investment income - 60,118 251,747 152,987 1,231,806 Benefit payments, including refunds (462,000) (494,701) (289,528) (276,271) (272,358) Administrative expense - (505) (874) (2,115) (1,696) Other changes - - - - - Net change in plan fiduciary net position - 4,081,157 250,873 150,872 1,230,110 Plan fiduciary net position - beginning - - 4,081,157 4,332,030 4,482,902 Plan fiduciary net position - ending (b) - 4,081,157 4,332,030 4,482,902 5,713,012 Net OPEB liability (asset) - ending (a)-(b) 9,332,000$ 5,568,029 $ 5,979,956 $ 6,382,454 $ 5,912,424 $ Fiduciary net position as a % of
total OPEB liability 0.00% 42.30% 42.01% 41.26% 49.14%
Covered payroll 9,759,000 10,316,000 9,798,690 10,811,701 8,791,518 Net OPEB liability as a
percentage of payroll 95.62% 53.97% 61.03% 59.03% 67.25% 1 Historical information is presented for measurement periods after GASB 75 implementation in 2016-17. Additional years' information will be displayed as it becomes available.

Notes to Schedule:

Changes of assumptions: In 2022, there were no changes in discount rate; however, the demographic assumptions and the inflation rate assumptions were changed in accordance with the 2002-2019 CalPERS Experience Study and Review of Actuarial Assumptions.

In 2020, the discount rate change from 6.75% to 6.25% and the inflation assumption was changed from 2.75% per year to 2.50%.

In 2019, there were no changes in assumptions. In 2018, medical plan at retirement assumption updated, trend rate updated, demographic assumptions were updated to CalPERS 1997-2015 Experience Study, and mortality improvement scale was updated to Scale MP-2018. In 2017, there were no changes.

Changes of benefit terms: There were no changes of benefit terms in 2022.

The GTrans Enterprise Fund of the City of Gardena
Required Supplementary Information (Unaudited)
Schedule of Changes in the Net OPEB Liability and Related Ratios For the Year Ended June 30, 2024
Last Ten Fiscal Years
GTrans Retiree Healthcare Plan
39 For the Measurement Period: 2021-22 2022-23
Total OPEB Liability
Service cost 300,182 $ 315,938 $
Interest 718,462 794,147
Changes in benefit terms (873,696) -
Changes in assumptions (475,092) -
Actual and expected experience difference 1,378,033 - Benefit payments - (574,545)
Other - funding rates used by benefits paid - - Net change in total OPEB liability 1,047,889 535,540 Total OPEB liability - beginning 11,625,436 12,673,325 Total OPEB liability - ending (a) 12,673,325$ 13,208,865 $ Plan Fiduciary Net Position
Contribution - employer 873,696 $ 574,545 $
Contribution - employee - -
Net investment income 357,018 317,552
Benefit payments, including refunds (873,696) (574,545) Administrative expense (1,447) (1,437)
Other changes (1,121,430) -
Net change in plan fiduciary net position (765,859) 316,115 Plan fiduciary net position - beginning 5,713,012 4,947,153 Plan fiduciary net position - ending (b) 4,947,153 5,263,268 $ Net OPEB liability (asset) - ending (a)-(b) 7,726,172$ 7,945,597 $ Fiduciary net position as a % of
total OPEB liability 39.04% 39.85%
Covered payroll 10,652,412 9,500,663
Net OPEB liability as a
percentage of payroll 72.53% 83.63%
The GTrans Enterprise Fund of the City of Gardena
Required Supplementary Information (Unaudited)
Schedule of Changes in the Net OPEB Liability and Related Ratios (Continued) For the Year Ended June 30, 2024
Last Ten Fiscal Years
GTrans Retiree Healthcare Plan
40 For the Measurement Period: 2016-17 1
2017-18 2018-19 2019-20 2020-21
Actuarially determined contributions 848,000$ 785,000 $ 721,000 $ 776,000 $ 848,000 $ Contributions in relation to the
actuarially determined contribution (462,000) (4,516,544) (532,056) (276,271) (272,358) Contribution deficiency (excess) 386,000 $ (3,731,544)$ 188,944 $ 499,729 $ 575,642 $ Covered payroll 9,759,000 $ 10,316,000 $ 9,798,690 $ 10,811,701 $ 8,791,518 $ Contributions as a percentage
of covered payroll 4.73% 43.78% 5.43% 2.56% 3.10%
For the Measurement Period: 2021-22 2022-23 2023-24
Actuarially determined contributions 899,000$ 954,864 $ 981,123 $ Contributions in relation to the
actuarially determined contribution (873,696) (724,778) (574,545) Contribution deficiency (excess) 25,304 $ 230,086 $ 406,578 $ Covered payroll 10,484,293 $ 10,954,086 $ 9,500,663 $ Contributions as a percentage
of covered payroll 8.33% 6.62% 6.05%
1 Historical information is presented for measurement periods after GASB 75 implementation in 2016-17. Additional years' information will be displayed as it becomes available.

Notes to Schedule:

The actuarial methods and assumptions used to set the actuarially determined contributions for Fiscal Year 2022-23 were derived from the June 30, 2022 funding valuation report.

Methods and assumptions used to determine contribution rates:

Actuarial cost method Entry Age Normal, Level % of pay
Discount rate: Level % of pay
Long-term expected return 6.25%
Municipal bond index 3.54%
GASB 75 6.25%
Salary increases 2.75%
Withdrawal Miscellaneous - Terminated Refund and Terminated Vested Rates for Public Agency Miscellaneous from CalPERS Experience Study (2000-2019).

Pre-retirement mortality Miscellaneous - Preretirement Mortality Rates for Public Agency Miscellaneous from CalPERS Experience Study (2000-2019).

Postretirement mortality Miscellaneous - Postretirement Mortality Rates for Public Agency Miscellaneous from CalPERS Experience Study (2000-2019).

Retirement Miscellaneous - Classic - Service Retirement Rates for Public Agency Miscellaneous -2.00% at 55-from CalPERS Experience Study (2000-2019).

Miscellaneous - PEPRA - Service Retirement Rates for Public Agency Miscellaneous -2.00% at 62-from CalPERS Experience Study (2000-2019).

Medical trend Pre-Medicare-6.5% for 2022, decreasing on an ultimate rate of 4.00% in 2070+. Medicare City Plan-6.0% for 2022, decreasing on an ultimate rate of 4.00% in 2070+. Medicare Kaiser-4.5% for 2022, decreasing on an ultimate rate of 4.00% in 2070+.

GTrans Retiree Healthcare Plan
The GTrans Enterprise Fund of the City of Gardena
Required Supplementary Information (Unaudited)
Schedule of Contributions - Other Postemployment Benefits Plans For the Year Ended June 30, 2024
Last Ten Fiscal Years
41 42

SUPPLEMENTARY INFORMATION

The GTrans is subject to the provisions of TDA Section 99268.3 and must maintain a minimum fare ratio of 20%.

For the year ended June 30, 2024, the GTrans' Farebox recovery ratios of operating revenues to operating expenses were as follows:

Operating revenues:

Bus operation related passanger fares 1,419,497 $
Local support:

Proposition A - Local Return 1,575,911
Measure R Local Return 3,520,618
Other revenues 141,844
Total operating revenues 6,657,870 $
Operating expenses 31,263,370 $
Less: Depreciation/amortization expense (3,925,720)
Total operating expenses, excluding depreciation/amortization 27,337,650$ 24%
The GTrans Enterprise Fund of the City of Gardena
Supplementary Information
For the year ended June 30, 2024
Schedule of Farebox Recovery Ratio Calculation
43 Measure R
Unexpended proceeds at beginning of the year 5,136,806 $ Proceeds received/expended:

Measure R Allocation 3,520,618
Interest income 161,236
Expenses incurred (3,681,854)
Unexpended proceeds at end of the year 5,136,806 $
The GTrans Enterprise Fund of the City of Gardena
Supplementary Information (Continued)
For the year ended June 30, 2024
Schedule of Proceeds Received and Expended
44 City of Gardena
Gardena City Council Meeting

AGENDA REPORT SUMMARY
Agenda Item No. 12.B
Section: DEPARTMENTAL

ITEMS - ADMINISTRATIVE

SERVICES
Meeting Date: December 17,
2024

TO: THE HONORABLE MAYOR AND MEMBERS OF THE GARDENA CITY COUNCIL AGENDA TITLE:

Authorize the City Manager to Execute Master Equity Lease Agreement and Full Maintenance Agreement for Vehicle Leasing with Enterprise Fleet Management with an Expiration Date of April 18, 2026, with the Option to Extend for One Additional Year.

COUNCIL ACTION REQUIRED:

Staff Recommendation: Authorize the City Manager to Execute Master Equity Lease Agreement and Full Maintenance Agreement
RECOMMENDATION AND STAFF SUMMARY:

It is respectfully recommended that the City Council authorize the City Manager to execute a Master Equity Lease Agreement and Full Maintenance Agreement for vehicle leasing with Enterprise Fleet Management with an expiration date of April 18, 2026, which can be extended one additional year upon the request of Sourcewell and written agreement by Enterprise Fleet Management to April 18, 2027.

The City currently has 39 leased vehicles through Enterprise Fleet Management that are used by various departments and includes Full Maintenance and Physical Damage Management programs. These programs cover all preventative maintenance and Enterprise will handle repairs of vehicles involved in traffic collisions, less a $1,000 deductible. This allows the City to have fixed budget costs and minimize loses. The program fees will be included in the monthly lease cost and is fixed for the term of the lease. The proposed lease agreements range from three to five year terms.

This agreement is sought under a "piggy-back" with Sourcewell, who issued a public solicitation (solicitation number: RFP #030122) for Fleet Management Services and Enterprise Fleet Management was awarded the contract. Per the City's municipal code, Section 2.60.140 "Where purchases are to be made in concert with other governmental agencies, formal bid requirements as set forth in this chapter shall be waived and the purchasing officer shall be authorized to procure materials, supplies and services in cooperation with other governmental or public entities." Sourcewell is a service cooperative created by Minnesota legislature as a local unit of government and is governed by local elected municipal officials and school board members. All government and education entities can register with Sourcewell as a participating agency at no cost. This contract is due to expire April 18, 2026, but may be extended one additional year upon the request of Sourcewell and written agreement by Enterprise Fleet Management.

FINANCIAL IMPACT/COST:

No Impact. The City will bring the amount to authorize during the yearly Blanket Purchase Order request to City Council for approval.

ATTACHMENTS:

Master_Equity_Lease_Agreement_-_Government.pdf
Full_Maintenance_Agreement.pdf
Sourcewell-Enterprise Fleet Contract RFP 030122.pdf

APPROVED:
___________________________________
Clint Osorio, City Manager

City of Gardena
Gardena City Council Meeting

AGENDA REPORT SUMMARY
Agenda Item No. 12.C
Section: DEPARTMENTAL

ITEMS - ADMINISTRATIVE

SERVICES
Meeting Date: December 17,
2024

TO: THE HONORABLE MAYOR AND MEMBERS OF THE GARDENA CITY COUNCIL AGENDA TITLE:

Approval of a Side Letter between the City of Gardena and the Gardena Municipal Employees Association ("GMEA")
COUNCIL ACTION REQUIRED:

Staff Recommendation: Approve the Side Letter between the City of Gardena and the Gardena Municipal Employees Association ("GMEA")
RECOMMENDATION AND STAFF SUMMARY:

The City continues to work on a record number of recruitments to competitively fill the vacancies throughout all City departments. While there are a number of different examinations that can be conducted to run recruitments, whenever it is determined the needs of the service require that recruitment be limited to persons already employed by the City, a Closed- Promotional Examination may be conducted.

The City's Personnel Rules and Regulations currently limit the Closed-Promotional Examination only to "those employees who are full-time and have satisfactorily completed the minimum period of probationary employment with the City".

The City and the GMEA bargaining group agree it is in both the City's and the employees' best interest to allow all current employees to compete in a Closed-Promotional Examination. The proposed side letter will effectuate a change to allow probationary, seasonal, temporary, provisional, transitional and part-time employees to be eligible to participate in a Closed- Promotional recruitment. Only those employees who have received a satisfactory rating or higher, on the most recent performance evaluation and not on a performance improvement plan, may be eligible to apply.

A second type of examination is the Open-Competitive Examination. The City and GMEA have agreed when there are at least three (3) current employees who meet the minimum qualifications of the position and pass all components of the testing process, all internal candidates will be placed in Band 1 on the Eligibility List. All external candidates shall be placed in subsequent bands.

The parties agree to modify the MOU in order to reflect the definition of "exhausted" as follows:
"When there are at least three (3) current employees who meet the minimum qualifications of the position and pass all components of the testing process the HR Office shall place the successful internal candidates in Band 1 of the Eligibility List, ranked in the order of merit, and all external candidates shall be placed in subsequent bands. Each department has the discretion to meet with all candidates in Band 1 and candidates in subsequent bands, to discuss requirements, assess experience and fit. This may be accomplished through examinations outlined in the Personnel Rules and Regulations.

In conjunction with GMEA, we believe this will lead to successful recruitments and selections.

FINANCIAL IMPACT/COST:

No Financial Impact
ATTACHMENTS:

Recruitment Side Letter 12-2025.pdf

APPROVED:
___________________________________
Clint Osorio, City Manager

City of Gardena
Gardena City Council Meeting

AGENDA REPORT SUMMARY
Agenda Item No. 13.A
Section: DEPARTMENTAL

ITEMS - COMMUNITY

DEVELOPMENT
Meeting Date: December 17,
2024

TO: THE HONORABLE MAYOR AND MEMBERS OF THE GARDENA CITY COUNCIL AGENDA TITLE:

Approval of Consultant Agreement with Kimley-Horn to Provide Environmental Consulting Services in Compliance with the California Environmental Quality Act for the Terreno Industrial Center Private Development Project COUNCIL ACTION REQUIRED:

Staff Recommendation:

Staff respectfully recommends that Council approve the
consultant agreement with Kimley Horn to provide environmental consulting services for the Terreno Industrial Center Project
RECOMMENDATION AND STAFF SUMMARY:

On November 7, 2024, the Community Development Department sent a request for proposals (RFP) for environmental consulting services to three consulting firms to assist the city in preparing the necessary environmental reports in accordance with the California Environmental Quality Act (CEQA) for a new industrial development proposal. Staff evaluated the three consultants based on professional qualifications, related experience, their approach to the project, capacity/ staffing, and cost. Staff carefully reviewed all three proposals, and after a thorough evaluation, it was determined that Kimley-Horn's proposal fully addressed the RFP. This contract is being entered into by the City with the consultants, but the costs will be reimbursed by the applicants of the proposed development project.

FINANCIAL IMPACT/COST:

No impact to the general fund. The $131,130 will be reimbursed by the Applicant.

ATTACHMENTS:

Staff Report - Env. Consultant Agreement.pdf
Attachment A - Draft Consultant Agreement With Exhibits.pdf

APPROVED:
___________________________________
Clint Osorio, City Manager
City of Gardena
City Council Meeting
Agenda Item No. 13A
Department: Community Development
Meeting Date: December 17, 2024

AGENDA STAFF REPORT

AGENDA TITLE: Approval of Consultant Agreement with Kimley -Horn to Provide Environmental Consulting Services in Compliance with the California Environmental Quality Act for the Terreno Industrial Center Private Development Project

RECOMMENDATION:

Staff respectfully recommends that Council approve the consultant agreement with Kimley Horn to provide environmental consulting services for the Terreno Industrial Center Project.

BACKGROUND:

On August 28, 2024, the Applicant, a private developer, submitted a request for a conditional use permit, site plan review, and tentative parcel map for the construction of three multi -tenant industrial buildings totaling 224,281 square feet (-sf). These buildings are designed to accommodate up to 15 tenants for various industrial uses, including manufacturing, warehousing, and ancillary office space, on a 11.1-acre lot located at 1855 West 139th Street. The Community Development Department sought the services of an environm ental consultant to prepare the necessary environmental reports to assess the potential for any significant environmental impacts associated with the project in accordance with the California Environmental Quality Act (CEQA).

On November 7, 2024, the Community Development Department sent a request for proposals (RFP) for environmental consulting services to three consulting firms (see Exhibit A to Attachment A). Staff anticipated that the project would require a Mitigated Negative Declaration (MND) or an Environmental Impact Report (EIR) under CEQA, however, also considered the preparation of a Class 2 categorical exemption if the consulting firms deemed it a viable option. All of the proposals addressed these options and included specific information related to the project's environmental review. Staff evaluated the three consultants based on professional qualifications, related experience, their approach to the project, capacity/ staffing, and cost.

On December 6, 2024, the C ity received three proposals from the following consultants : Dudek, De Novo Planning Group, and Kimley-Horn. While all three proposals showed that they each have the qualifications, experience and capability to undertake the project at this time, each consultant proposed a different approach on the analysis of the project in accordance with CEQA.

The proposal from Dudek indicated that they had reviewed the project and considered the possibility of a Class 2 exemption. However, they concluded that it would not be suitable, as the project would introduce new uses compared to the existing operations. As a result, Dudek’s proposal included services for preparing a MND at a total cost of $197,509.36, with an alternative option for an EIR at $277,249.83. Staff took into account Dudek's assessment of the exemption

possibility and reviewed CEQA Guidelines Section 15302, which does allow for the replacement of existing structures with new ones that serve substantially the same purpose and capacity.

Both Kimley-Horn and De Novo submitted proposals with options for analyzing a Class 2 exemption, along with the preparation of an Initial Study and MND. Kimley -Horn proposed the Class 2 exemption analysis at $76,100, with an additional $55,030 for the MND, totaling $131,130.

In contrast, De Novo offered the Class 2 exemption analysis for $27,925, and the total cost for the MND was $79,780, totaling $107,705. The $23,425 price difference between the two consultants stems from Kimley-Horn's inclusion of additional technical studies which staff believes is needed to better assess the project's potential environmental impacts. Kimley -Horn also accounted for 50 hours of meeting time as outlined in the RFP, while De Novo specified that meeting time would be billed on a time-and-materials basis.

Staff carefully reviewed all three proposals, and after a thorough evaluation, it was determined that Kimley-Horn's proposal fully addressed the RFP. Their approach to the project was the most comprehensive and thorough, and their total cost was comparable considering the additional studies to be provided.

These contracts are entered into by the City with the consultants, but the costs will be reimbursed by the applicants. The drafted agreement with the consultant is included as Attach ment A. If the Council authorizes the execution of this agreement, staff will also move forward with working with the City Attorney’s Office to prepare a reimbursement agreement with the applicants to cover the cost of the consultant’s work.

FISCAL IMPACT:

No impact to the general fund. The $131,130 will be reimbursed by the Applicant.

CONCLUSION

Staff respectfully recommends that Council approve the consultant agreement with Kimley Horn to provide environmental consulting services for the Terreno Industrial Center Project.

Submitted by: _______________________________________ Date: 12/12/2024

Attachment(s):

A – Draft Consultant Agreement

• Exhibit A – Request for Proposals on Terreno Industrial Center Project

• Exhibit B – Proposal from Kimley-Horn dated December 6, 2024

Amanda Acuna, Community Development Manager

ATTACHMENT A

AGREEMENT BETWEEN

THE CITY OF GARDENA
AND
KIMLEY-HORN AND ASSOCIATES, INC.

This contract, hereinafter referred to as Agreement is entered into this ______ day of _____, 2024, by and between THE CITY OF GARDENA (“City”) and Kimley-Horn and Associates, Inc., a North Carolina Corporation (“Consultant”), authorized to do business in the State of California (“Consultant”). Based on the mutual promises and covenants contained herein, the Parties hereto agree, as follows.

1. Recitals.

A. Whereas, on August 28, 2024 , the Applicant, a private developer, submitted a request for a conditional use permit, site plan review, and tentative parcel map for the construction of three multi -tenant industrial buildings totaling 224,281 square feet (-sf) (the “Project”). These buildings are designed to accommodate up to 15 tenants for various industrial uses, including manufacturing, warehousing, and ancillary office space, on a

11.1-acre lot located at 1855 West 139th Street.

B. Whereas, t he Community Development Department is seeking the services of an environmental consultant to prepare the necessary environmental reports to assess the potential for any significant environmental impacts associated with the P roject in accordance with the California Environmental Quality Act (CEQA).

C. Whereas, Consultant has represented that it is qualified by virtue of experience, training, education and expertise to provide these services; and

D. Whereas, City has determined that the public interest, convenience and necessity require the execution of this Agreement.

E. Whereas, no official or employee of City has a financial interest, within the provisions of sections 1090- 1092 of the California Government Code, in the subject matter of this Agreement.

2. Services.

A. Consultant agrees to provide the professional services described in the City’s Request for Proposals (RFP) and any associated addendum, attached hereto as Exhibit “A” and Consultant’s Response to City’s RFP (“Consultant’s Proposal”), attached hereto as Exhibit “B”, both incorporated herein by this reference (“Services”).

B. The Services shall be performed in accordance with the Project Schedule Docusign Envelope ID: E0B84571-97D8-4384-948B-6043854DAAB5

Consultant Agreement with Kimley -Horn and Associates Page 2

set forth in Exhibit B. Consultant shall not be liable for any failure or delay in furnishing proposed Services resulting from fire, explosion, flood, storm, Act of God, governmental acts, orders or regulations, hostilities, civil disturbances, strikes, labor difficulties, difficulty in obtaining parts, supplies, or shipping facilities, inability to obtain or delays in obtaining suitable material or facilities required for performance, temporary unavailability of qualified personnel, failure by City to pro vide appropriate access to equipment or personnel, or other causes beyond Consultant’s reasonable control.

3. Additional Services. If City determines that additional Services are required to be provided by Consultant in addition to the Services set forth above, City shall authorize Consultant to perform such additional Services in writing (“Additional Services”). Such Additional Services shall be specifically described and approved by City in writing prior to the performance thereof. Consultant shall be compensated for such Additional Services in accordance with the amount agreed upon in writing by the Parties. No compensation shall be paid to Consultant for Additional Services which are not specifically approved by City in writing.

4. Consultant’s Proposal. This Agreement shall include Consultant’s proposal or bid which is incorporated herein as Exhibit B. In the event of any inconsistency between the terms of the proposal and this Agreement, this Agreement shall govern.

5. Timing of Performance. Time is of the essence with respect to Consultant’s performance of the Services required by this Agreement. Consultant shall diligently and timely pursue and complete the performance of the Services required of it by this Agreement as set forth in Exhibit A. Notwithstanding any other provisions of this Agreement, the Consultant shall not have liability for or be deemed in in breach because of delays caused by any factor outside of its reasonable control, including but not limited to natural disasters, adverse weather, pandemics, or acts of or failure to act by the City, third parties, or governmental agencies. City, in its sole discretion, may extend the time for performance of any Service.

6. Compensation. Compensation for the Services shall be billed as set forth in Exhibit B, attached hereto. The Compensation is inclusive of all costs that may be incurred by Consultant in performance of the Services, including but not limited to such items as travel, copies, delivery charges, phone charges, and facsimile charges, unless otherwise. In no event shall compensation under this Agreement exceed one hundred
thirty-one thousand three hundred ($131,130) without the prior written authorization of the City Council.

7. Term of Agreement/Termination. This Agreement shall commence upon the Effective Date and shall continue until completion of the Services required herein, unless earlier terminated as provided below.

A. This Agreement shall be effect ive as of the date of execution by the City and shall remain in effect until all Services are completed or until terminated as provided for herein.

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B. City may terminate this Agreement without cause by providing written notice to Consultant not less than t en days prior to an effective termination date. City’s only obligation in the event of termination will be payment of fees and allowed expenses incurred up to and including the effective date of termination.

C. Unless for cause, Consultant may not terminate this Agreement. If Consultant is terminating this Agreement for cause, it must provide the City with thirty (30) days written notice.

D. Upon receipt of a termination notice, Consultant shall: (1) promptly discontinue all Services, unless the notice directs otherwise; and (2) within ten (10) days, deliver to City all files, data, reports, estimates, summaries, and such other information and materials as may have been accumulated or prepared to date by Consultant in performing the Services under this Agreement, whether completed or in progress.

Consultant shall provide these documents by both hard copy and in electronic format if available. In the event of termination for other than cause attributable to Consultant, Consultant shall be entitled to reasonable compensation for the Services it performs up to the date of termination and shall be deemed released from liability for any work assigned but not completed as of the effective date of termination.

8. Agreement Administrator . For purposes of this Agreement, City designates Community Development Director Greg Tsujiuchi or designee as the Agreement Administrator who shall monitor Consultant’s performance under this Agreement.

Consultant shall be notified in writing of any deficiency in the performance of this Agreement in a timely manner by Agreement Administrator Consultant shall have five (5) business days from receipt of the notification to cure any deficiency to the reason able satisfaction of the Agreement Administrator. All costs for such corrections shall be borne by Consultant and shall not increase Consultant’s fees due hereunder. Should the Agreement Administrator determine that Consultant has not performed its obligation as stated in this Agreement in a satisfactory manner, City may terminate this Agreement for cause as specified in Section- Term of Agreement/Termination. All notices, invoices or other documents shall be addressed to the Agreement Administrator, as well as all substantive issues relating to this contract. City reserves the right to change this designation upon written notice to Consultant.

9. Invoices and Payments.

A. Payment shall be made upon receipt and approval of invoices for Services rendered. In order for payment to be made, Consultant’s invoice must include an itemization as to the services rendered, date(s) of service, direct and/or subcontract costs, and be s ubmitted on an official letterhead or invoice with Consultant’s name, address, and telephone number referenced.

B. The Agreement Administrator shall review the invoices to determine whether services performed and documents submitted are consistent with this Docusign Envelope ID: E0B84571-97D8-4384-948B-6043854DAAB5

Consultant Agreement with Kimley -Horn and Associates Page 4

Agreement. Payment shall be made within forty -five (45) days following receipt of the invoice or the Agreement Administrator shall provide Consultant with a written statement objecting to the charges and stating the reasons therefore.

C. Payment by City under this Agreement shall not be deemed a waiver of defects, even if such defects were known to City at the time of payment.

10. Records/Audit.

A. Consultant shall be responsible for ensuring accuracy and propriety of all billings and shall maintain all supporting documentation for a minimum of three (3) years from the completion date of the Services under this agreement the following records:

1. All accounts and records, including personnel, property and financial, adequate to identify and account for all costs pertaining to this Agreement and assure proper accounting for all funds;

2. Records which establish that Consultant and any subconsultant who renders Services under this Agreement are in full compliance with the requirements of this Agreement and all federal, state and local laws and regulations

3. Any additional records deemed necessary by City to assume verification of full compliance with this Agreement.

B. City shall have the right to audit Consultant’s invoices and all supporting documentation for purposes of compliance with this Agreement for a period of three years following the completion of Services under this Agreement.

C. Upon reasonable notice from City or any other governmental agency, Consultant shall cooperate fully with any audit of its billings conducted by, or of, City and shall permit access to its books, records and accounts as may be necessary to conduct such audits.

11. Successors and Assignment. This Agreement covers professional services of a specific and unique nature. Except as otherwise provided herein, Consultant shall not assign or transfer its interest in this Agreement or subcontract any services to be performed without amending this Agreement. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto.

12. Change in Name, Ownership or Control. Consultant shall notify the Agreement Administrator, in writing, of any change in name, ownership or control of Consultant’s firm or subconsultant. Change of ownership or control of Consultant’s firm may require an amendment to the Agreement.

13. Key Personnel . City has relied upon the professional training and ability of Consultant to perform the Services hereunder as a material inducement to enter into this Docusign Envelope ID: E0B84571-97D8-4384-948B-6043854DAAB5

Consultant Agreement with Kimley -Horn and Associates Page 5

Agreement. Consultant shall provide properly skilled professional and technical personnel to perform all Services under this Agreement. In the event that City, in its sole discretion, at any time during the Agreement, desires the removal of any person or persons assigned by Consultant to perform Services pursuant to this Agreement, Consultant shall remove any such person immediately upon receiving notice from City.

14. Performance By Consultant . Consultant shall maintain or exceed the level of competency presently maintained by other similar practitioners in the State of California, for professional and technical soundness, accuracy and adequacy of all work, advice and material furnished under this Agreement.

15. Use of Materials.

A. City shall make available to Consultant such materials from its files as may be required by Consultant to perform Services under this Agreement. Such materials shall remain the property of City while in Consultant’s possession. Upon termination of this Agreement and payment of outstanding invoices of Consultant, or completion of work under this Agreement, Consultant shall return to City any property of City in its possession and any calculations, notes, reports, electronic files, or other materials prepared by Consultant in the course of performance of this Agreement.

B. City may utilize any material prepared or work performed by Consultant pursuant to this Agreement, including computer software, in any manner, which City deems proper without additional compensation to Consultant. Consultant shall have no responsibility or liability for any revisions, changes, or corrections made by City, or any use or reuse pursuant to this paragraph unless Consultant accepts such responsibility in writing.

16. Nonuse of Intellectual Property of Third Parties. Consultant shall not use, disclose or copy any intellectual property of any third parties in connection with work carried out under this Agreement, except for intellectual property for which Consultant has a license.

Consultant shall indemnify and hold C ity harmless against all claims raised against City based upon allegations that Consultant has wrongfully used intellectual property of others in performing work for City, or that City has wrongfully used intellectual property developed by Consultant pursuant to this Agreement.

17. Ownership of Work Product. All documents or other information created, developed, or received by Consultant shall, for purposes of copyright law, be deemed works made for hire for City by Consultant and shall be the sole property of City.

Consultant shall provide City with copies of these items upon demand, and in any event, upon termination of this Agreement.

18. Confidentiality Clause. Consultant acknowledges that some of the material and information that may come into its possession or knowledge in connection with this Agreement or its performance may consist of information that is exempt from disclosure to the public or other unauthorized persons under either state or federal statutes Docusign Envelope ID: E0B84571-97D8-4384-948B-6043854DAAB5

Consultant Agreement with Kimley -Horn and Associates Page 6

("Confidential Information"). Confidential Information includes, but is not limited to, names, addresses, Social Security numbers, e- mail addresses, telephone numbers, financial profiles, credit card information, driver's license numbers, medical data, law enforcement records, agency source code or object code, agency security data, or information identifiable to an individual that relates to any of these types of information.

Consultant agrees to hold Confidential Information in strictest confidence and not to make use of Confidential Information for any purpose other than the performance of this Agreement, to release it only to authorized employees or Sub-consultants requiring such information for the purposes of carrying out this Agreement, and not to rel ease, divulge, publish, transfer, sell, disclose, or otherwise make the information known to any other party without City's express written consent or as provided by law. Consultant agrees to release such information or material only to employees or Sub- consultants who have signed a nondisclosure agreement, the terms of which have been previously approved by City. Consultant agrees to implement physical, electronic, and managerial safeguards to prevent unauthorized access to Confidential Information.

"Personal information" including, but not limited to, "Protected Health Information" (PHI) under Health Insurance Portability And Accountability Act (HIPAA), individuals' names, addresses, phone numbers, birth dates, and social security numbers collected, used, or acquired in connection with this Agreement shall be protected against unauthorized use, disclosure, modification or loss.

HIPAA establishes national minimum standards for the use and disclosure of certain health information. The Consultant must comply with all HIPAA requirements and rules when determined applicable by the City. If City determines that (1) City is a "covered entity" under HIPAA, and that (2) Consultant will perform "business associate" services and activities covered under HIPAA, then at City's request, Consultant agrees to execute City's Agreement in compliance with HIPAA.

Consultant shall ensure its directors, officers, employees, Sub-consultants or agents use personal information solely for the purposes of accomplishing the services set forth herein. Consultant and its Sub-consultants agree not to release, divulge, publish, transfer, sell or otherwise make known to unauthorized persons personal information without the express written consent of the City or as otherwise required by law.

Any breach of this provision may result in termination of the Agreement and demand for return of all personal information. Moreover, Consultant will indemnify and hold the City harmless from and against all losses and damages resulting from any unauthoriz ed or improper disclosure, dissemination or use of the information as a result, in whole or in part, of Consultant’s action or inaction.

19. Legal Requirements.

A. Consultant shall secure and maintain all licenses or permits required by law, including a City business license, and shall comply with all ordinances, laws, orders, rules, and regulations pertaining to the work.

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B. Consultant warrants that it shall perform the Services required by this Agreement in compliance with all applicable Federal and California employment laws, including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers’ compensation insurance and safety in employment; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. Consultant shall indemnify and hold harmless City from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description including attorneys’ fees and costs, presented, brought, or recovered against City for, or on account of any liability under any of the above- mentioned laws, which may be incurred by reason of Consultant’s performance under this Agreement.

C. Consultant covenants that there shall be no discrimination based upon race, color, creed, religion, sex, marital status, age, handicap, national origin or ancestry, or any other category forbidden by law in performance of this Agreement.

20. Conflict of Interest and Reporting.

A. Consultant shall at all times avoid conflicts of interest or the appearance of a conflict of interest in the performance of this Agreement. If required, Consultant shall comply with the City’s Conflict of Interest reporting requirements. Consultant understands that pursuant to Gardena Municipal Code sections 2.24.020H and 2.24.025G, it is forbidden to make any contribution to a candidate or committee of a candidate for a municipal office of the City, or to an officeholder, until the completion of Ser vices to be performed under this Agreement.

B. Consultant and its representatives shall refrain from lobbying City of Gardena officials, employees and representatives for the duration of this Agreement.

21. Guarantee and Warranty. Consultant warrants to City that the material, analysis, data, programs and Services to be delivered or rendered hereunder will be of the kind and quality designated and will be performed by qualified personnel. Without waiver of City’s other rights or remedies, City may require Consultant to re -perform any of said Services, which were not performed in accordance with these standards. Consultant shall perform the remedial Services at its sole expense.

22. Insurance.

A. Commencement of Work. Consultant shall not commence work under this Agreement until it has obtained City approved insurance. Before beginning work hereunder, during the entire period of this Agreement, for any extensions hereto, and for periods after the end of this Agreement as may be indicated below, Consultant must have and maintain in place all of the insurance coverage required in this Section. Consultant’s insurance shall comply with all items specified by this Agreement. Any subcontractors shall be subject to all of the requirements of this Section and Consultant shall be Docusign Envelope ID: E0B84571-97D8-4384-948B-6043854DAAB5

Consultant Agreement with Kimley -Horn and Associates Page 8

responsible to obtain evidence of insurance from each subcontractor and provide it to City before the subcontractor commences work. Alternatively, Consultant’s insurance may cover all subcontractors.

B. Insurance Company Requirements. All insurance policies used to satisfy the requirements imposed hereunder shall be issued by insurers admitted to do business in the State of California. Insurers shall have a current Best’s rating of not less than A - :VII, unless otherwise approved by City.

C. Coverage, Limits and Policy Requirements. Consultant shall maintain the types of coverage and limits indicated below:

1. Commercial General Liability Insurance - a policy for occurrence coverage for bodily injury, personal injury and property damage, with coverage at least as broad as Insurance Services Office Form CG 00 01, with no special limitations affecting City. The limit for all coverage under this policy shall be no less than one million dollars ($1,000,000.00) per occurrence.

2. Commercial Auto Liability Insurance - a policy with coverage at least as broad as Insurance Services Office form CA 0001, including Symbol 1 (any auto) with no special limitations affecting City. The limit for bodily injury and property damage liability shall be no less than one million dollars ($1,000,000.00) per accident.

3. Policy Requirements. The policies set forth above shall comply with the following, as evidenced by the policies or endorsements to the policies:

a. The City, its appointed and elected officers, employees, agents and volunteers shall be added as additional insured to the policy.

b. The insurer shall agree to provide City with thirty (30) days prior written notice, return receipt requested, of any cancellation, non-renewal or material change in coverage.

c. For any claims with respect to the Services covered by this Agreement, Consultant’s insurance coverage shall be primary insurance as respects the City, its elected and appointed officers, employees, agents and volunteers. Any insurance or self -insurance maintained by the City, its elected and appointed officers, employees, agents and volunteers shall be excess of Consultant’s insurance and shall not contribute with it.

4. Worker’s Compensation and Employer’s Liability Insurance - a policy which meets all statutory benefit requirements of the Labor Code, or other applicable law, of the State of California. The minimum coverage limits for said insurance shall be no less t han one million dollars per claim. The policy shall be issued by an insurance company which is admitted to do business in the State of California and shall contain a clause that the policy may not be canceled without thirty (30) days prior written notice, Docusign Envelope ID: E0B84571-97D8-4384-948B-6043854DAAB5

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return receipt requested, is mailed to City.

5. Professional Errors & Omissions - a policy with minimum limits of one million dollars ($1,000,000.00) per claim and aggregate. This policy shall be issued by an insurance company which is admitted to do business in the State of California and Consultant shall contain a clause that the policy may not be canceled until thirty (30) days written notice, return receipt requested, is mailed to City.

D. Additional Requirements. The procuring of such required policies of insurance shall not be construed to limit Consultant’s liability hereunder or to fulfill the indemnification provisions and requirements of this Agreement. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.

City shall notify Consultant in writing of changes in the insurance requirements. If Consultant does not deposit copies of acceptable insurance policies or endorsements with City incorporating such changes within sixty (60) days of receipt of such notice, Consultant shall be deemed in default hereunder.

E. Deductibles. Any deductible or self -insured retention over $25,000 per occurrence must be declared to and approved by City. Any deductible exceeding an amount acceptable to City shall be subject to the following changes: either the insurer shall eliminate or reduce such deductibles or self-insured retentions with respect to City, its officers, employees, agents and volunteers (with additional premium, if any, to be paid by Consultant); or Consultant shall provide satisfactory financial guarantee for payment of losses and related investigations, claim administration and defense expenses.

F. Verification of Compliance. Consultant shall furnish City with original policies or certificates and endorsements effecting coverage required by this Agreement.

The endorsements are to be signed by a person authorized by the insurer to bind coverage on its behalf. All endorsements are to be received and approved by City before work commences. Not less than fifteen (15) days prior to the expiration date of any policy of insurance required by this Agreement, Consultant shall deliver to City a binder or certificate of insurance with respect to each renewal policy, bearing a notation evidencing payment of the premium therefore, or accompanied by other proof of payment satisfactory to City. Consultant shall provide full copies of any requested policies to City within three (3) days of any such request by City.

G. Termination for Lack of Required Coverage. If Consultant, for any reason, fails to have in place, at all times during the term of this Agreement, including any extension hereto, all required insurance and coverage, City may immediately obtain such coverage at Consultant’s expense and/or terminate this Agreement.

23. Indemnity.

A. Consultant assumes all risk of injury to its employees, agents, and Docusign Envelope ID: E0B84571-97D8-4384-948B-6043854DAAB5

Consultant Agreement with Kimley -Horn and Associates Page 10

contractors, including loss or damage to property.

B. Consultant agrees to defend, indemnify, hold free and harmless the City, its elected officials, officers, agents, employees and volunteers, , from and against any and all claims, actions, suits or other legal proceedings brought against the City, its elect ed officials, officers, agents, employees and volunteers to the extent arising out of the negligent performance of the Consultant, its employees, and/or authorized subcontractors, of the work undertaken pursuant to this Agreement. The defense obligation provided for be required whenever any claim, action, complaint, or suit asserts as its basis the negligence, errors, omissions or misconduct of the Consultant, its employees, and/or authorized subcontractors,. Notwithstanding the foregoing, the Consultant shall not be liable for the defense or indemnification of the City for claims, actions, complaints or suits arising out of the sole negligence or willful misconduct of the City. This provision shall supersede and replace all other indemnity provisions contained either in the City’s specifications or Consultant’s Proposal, which shall be of no force and effect.

C. No official, employee, agent or volunteer of City shall be personally liable for any default or liability under this Agreement.

24. Independent Contractor. Consultant agrees to furnish consulting services in the capacity of an independent contractor and neither Consultant nor any of its employees shall be considered to be an employee or agent of City.

25. PERS Eligibility Indemnification. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing Services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.

26. Notices. Any notice or communication given under this Agreement shall be effective when deposited, postage prepaid, with the United States Postal Service and addressed to the contracting parties. Name, address, telephone and facsimile numbers of the parties are as follows:

Docusign Envelope ID: E0B84571-97D8-4384-948B-6043854DAAB5

Consultant Agreement with Kimley -Horn and Associates Page 11

City of Gardena:
1700 West 162nd Street
Gardena, California 90247-3732
Attn: Greg Tsujiuchi
Title Community Development Director
Email: [email protected]
Telephone: 310-217-9530

Kimley-Horn and Associates, Inc,
765 The City Drive, Suite 200
Orange, CA 92868
Attn: Rita Garcia
Telephone: (714) 786-6116
E-mail: [email protected]

Either party may change the information to which notice or communication is to be sent by providing advance written notice to the other party.

27. Severability. If any provision of this Agreement shall be held illegal, invalid, or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid, and enforceable, and the legality, validity, and enforceability of the remaining provisions shall not be affected thereby.

28. Jurisdiction and Venue. This Agreement shall be deemed a contract under the laws of the State of California and for all purposes shall be interpreted in accordance with such laws. Both parties hereby agree and consent to the exclusive jurisdiction of the courts of the State of California and that the venue of any action brought hereunder shall be Los Angeles County, California.

29. Waiver. No delay or failure by either Party to exercise or enforce at any time any right or provision of this Agreement shall be considered a waiver thereof or of such Party’s right thereafter to exercise or enforce each and every right and provision of this Agreement. T o be valid a waiver shall be in writing but need not be supported by consideration. No single waiver shall constitute a continuing or subsequent waiver.

30. Electronic Signatures. The parties hereby acknowledge and agree that electronic records and electronic signatures, as well as facsimile signatures, used in connection with the execution of this Agreement and electronic signatures, facsimile signatures or signatures transmitted by electronic mail in so- called pdf format shall be legal and binding and shall have the same full force and effect as if a paper original of this Agreement had been delivered and had been signed using a handwritten signature.

City and Consultant (i) agree that an electronic signature, whether digital or encrypted, of a party to this Agreement is intended to authenticate this writing and to have the same force and effect as a manual signature, (ii) intend to be bound by the signatures (whether original, faxed or electronic) on any document sent or delivered by facsimile or, electronic mail, or other electronic means, (iii) are aware that the other party will reply on such Docusign Envelope ID: E0B84571-97D8-4384-948B-6043854DAAB5

Consultant Agreement with Kimley -Horn and Associates Page 12

signatures, and (iv) hereby waive any defenses to the enforcement of the terms of this Agreement based on the foregoing forms of signature. If this Agreement has been executed by electronic signature, all parties executing this document are expressly consenting under the United States Federal Electronic Signatures in Global and National Commerce Act of 2000 ("E -SIGN") and California Uniform Electronic Transactions Act ("UETA")(Cal. Civ. Code § 1633.1, et seq.), that a signature by fax, email or other electronic means shall constitute an Electronic Signature to an Electronic Record under both E-SIGN and UETA with respect to this specific transaction.

31. Joint Drafting. Each party acknowledges that it has had an adequate opportunity to review each and every provision in this Agreement and to submit the same to counsel and other consultants for review and comment and that the parties jointly drafted this Agreement. No provision of this Agreement or any Assignment shall be construed more strictly against one party than the other party by reason that one or the other party proposed, drafted or modified such provision or any other existing or proposed provision.

32. Public Records Act Disclosure . Consultant has been advised and is aware that this Agreement and all reports, documents, information and data, including, but not limited to, computer tapes, discs or files furnished or prepared by Consultant, or any of its subcontractors, pursuant to this Agreement and provided to City may be subject to public disclosure as required by the California Public Records Act (California Government Code section 7920.000 et seq.). Exceptions to public disclosure may be those documents or information that qualify as trade secrets, as that term is defined in the California Government Code section 7924.510, and of which Consultant informs City of such trade secret. The City will endeavor to maintain as confidential all information obtained by it that is designated as a trade secret. The City shall not, in any way, be liable or responsible for the disclosure of any trade secret including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the Court.

33. Authority to Execute . The persons executing this Agreement on behalf of the parties warrant that they are duly authorized to execute this Agreement.

34. Attorney’s Fees. In the event that legal action is necessary to enforce the provisions of this Agreement, or to declare the rights of the parties hereunder, the parties agree that the prevailing party in the legal action shall be entitled to recover attorney’s fees and court costs from the opposing party.

35. Section Headings. The Section headings used in this Agreement are for reference purposes only and shall have no binding effect.

36. Entire Agreement. This Agreement contains the entire understanding between City and Consultant. Any prior agreement, promises, negotiations or representations not expressly set forth herein are of no force or effect. Subsequent modifications to this Agreement shall be effective only if in writing and signed by both parties. This Agreement may be signed by the parties hereto in separate counterparts, including both counterparts that are executed on paper and counterparts that are in the form of electronic signatures.

Docusign Envelope ID: E0B84571-97D8-4384-948B-6043854DAAB5 Consultant Agreement with Kimley -Horn and Associates Page 13 Electronic signatures include facsimile or email electronic signatures. Each executed counterpart shall be deemed an original. All counterparts, taken together, constitute the executed Agreement.

I
N WITNESS WHEREOF, the parties have hereunto affixed their names as of the day and year written below.
“
City”
City of Gardena
By: _______________________
Mayor Tash Cerda
Date: _______________
“Consultant”
KIMLEY-HORN and ASSOCIATES, INC.

By:
_______________________________
Pearse Melvin, Vice President
Date: __________________
By:
_______________________________
Jason Melchor, Assistant Secretary
Date: __________________
A
TTEST:

Mina Semenza, City Clerk
APPR
OVED AS TO FORM:

Carmen Vasquez, City Attorney
Docusign Envelope ID: E0B84571-97D8-4384-948B-6043854DAAB5

1 CITY OF GARDENA

REQUEST FOR PROPOSALS

Environmental Consulting Services
Terreno Industrial Center

November 7, 2024

Inquiries regarding these projects
should be directed to: Amanda Acuna,
Community Development Manager
[email protected]

Deadline: December 6, 2024
Exhibit A
Docusign Envelope ID: E0B84571-97D8-4384-948B-6043854DAAB5 2 Request for Proposal for
Environmental Consulting Services

INTRODUCTION
The City of Gardena seeks an Environmental Consultant with education, experience and background in conducting environmental assessments in accordance with the California Environmental Quality Act.

PROJECT APPLICANT
The Project Applicant is Hayes Graham. Project Representative is Michael Ortwein.

PROJECT LOCATION
The Project area consists of an L-shaped lot located at 1855 West 139 th Street in the City of
Gardena, near the corner of Western Avenue and West 139 th Street (Figure 1, Project Location). The Project site consists of eight lots that are tied to form a single parcel, totaling approximately 11.1 acres (APN: 4061- 025-130). Western Avenue, a north- south traveling street, is identified as an arterial roadway in the Gardena General Plan and is intended to connect traffic from smaller roadways to freeway interchanges and regional roadway corridors. A portion of the western boundary of the Project site abuts Western Avenue; however, there is no access from this street . The southern boundary line of the Project site abuts West 139 th Street, a west- east traveling street, and has three driveway approaches that provide access to the site. The northwest corner of the property also connects to the end of a cul-de-sac which leads to Saint Andrews Place, a local street that connects to West 135th Street, a major collector roadway. The northeast corner of the site connects to end of the cul- de-sac off West 137th Street. The current facility does not use either Saint Andrews Place or West 139th Street for vehicular access.

EXISTING USE
The site is located in a commercial and industrial area of the City. The site currently consists of two connected concrete tilt up warehouse buildings with flat roofs and steel -framed windows and doors, originally constructed in 1965 and 2003. Between the two buildings, there is total of 233,634 square feet (-sf) of tenant space, with 35 loading docks to accommodate 53-foot truck trailers. Other structures on-site include a water tank and pump at the northwest corner of the property, wrought-iron fencing along the eastern and southern boundaries of the property, and chain- link fencing along the western and northern ends of the site. There is moderate landscaping provided at the east and south ends of the site, and the remaining area is asphalt parking with concrete at the truck loading docks.

The primary use of the buildings is for warehousing and distribution. The existing facilities have been occupied by the same tenant, Z Galleries, since 1997 and used as their corporate headquarters, administrative offices, manufacturing/assembly and furnit ure warehousing storage for nationwide distribution.

Docusign Envelope ID: E0B84571-97D8-4384-948B-6043854DAAB5 3 Figure 1, Project Location

Google Maps Link –
https://www.google.com/maps/place/1855+139th+St,+Gardena,+CA+90249/@33.9062165, -
118.3135184,973m/data=!3m2!1e3!4b1!4m6!3m5!1s0x80c2b592aea50b8d:0xd39479f493f a900b!8m2!3d33.9062121!4d-
118.3109435!16s%2Fg%2F11bw4l_bs9?entry=ttu&g_ep=EgoyMDI0MTEwNS4wIKXMDSo ASAFQAw%3D%3D

City’s Interactive Zoning Map -
https://cityofgardena.maps.arcgis.com/apps/webappviewer/index.html?id=d00dce8305304a 68829a39dc9d700dac

Docusign Envelope ID: E0B84571-97D8-4384-948B-6043854DAAB5 4 LAND USE AND ZONING DESIGNATION
The Land Use Plan of the Gardena General Plan designates the property as Industrial, which allows for a wide variety of clean and environmentally friendly industries. The property is zoned General Industrial (M-2), which is governed by the same regulations as the Industrial zone (M-1) of the Gardena Municipal Code. T he zoning is consistent with the General Plan land use designation.

SURROUNDING USES
The Project is surrounded by M -2 zoning on all sides. Furthermore, the properties to the northeast of the Project have a zoning designation for Housing Overlay 5, an overlay that allows for 31-50 DU/AC. The property to the south of the Project, across West 139 th Street,
is zoned Official (O) and consists of the City of Gardena’s transportation facilities for its bus line.

PROJECT DESCRIPTION
The proposed Project will include the demolition of the existing 233,634-sf of structures and all other site improvements to construct three multi -tenant industrial buildings totaling 224,281 -sf designed to accommodate a range of industrial uses for 15 tenants. The Project will consist of 183,746-sf of manufacturing and warehouse space, 20,248-sf of office space, and 20,257-sf of mezzanine space. The project is designed so each tenant will have its own independent entry and warehouse/manufacturing space with independent loading areas.

All
loading areas will be screened with concrete walls from 139th Street, and the entire site will consist of 5% landscape areas. The project reflects a reduction of 9,350-sf from the existing facility.

Access improvements include the closing of one of the three existing driveways along West 139
th Street and introduc ing three new driveways: one at the eastern end of the site with access to Western Avenue, and two others located off the cul -de-sacs on Saint Andrews Place and West 137th Street . Off-site improvements involve removing and replacing sidewalks, curbs, and driveways, as well as establishing a street easement for the northeastern portion of the property with the City’s Public Works Department to create a 40- foot radius at the cul-de-sac on West 137th Street.

ENTITLEMENTS REQUESTED

In order to allow for the proposed Project, the applicant is requesting approval for the following entitlements:

• Conditional Use Permit – To allow for warehouse use, in accordance with Gardena Municipal Code (GMC) section 18.36.030.O;
• Site Plan Review – the construction of three multi -tenant industrial building totaling 224,281-sf of building and all site improvements, in accordance with GMC section

18.44.010.A; and
• Tentative Parcel Map – for the formal merger of the eight lots that are tied to form the

11.1-acre parcel.

Docusign Envelope ID: E0B84571-97D8-4384-948B-6043854DAAB5 5 STUDIES
The Applicant will be providing the studies listed below, which will require peer review. All other required studies will be prepared by the selected environmental consultant. • Phase I Environmental Site Assessment Report
• Phase II Environmental Site Assessment Report
• Geotechnical Report

PROPOSAL REQUIREMENTS
As it is not known whether a Mitigated Negative Declaration or an EIR will be required, the proposal should cover both options. The proposal need not be in any specific format, but should contain the following information.

Consultant Qualifications
The proposal shall include the following information:

1. A list of projects in the State of California for developments that are similar to this project.

2. Names and Qualifications of the primary and alternative project manager as well as the team assigned to the project.

3. References – name and contact information for three public sector clients.

4. List of subcontractors and details of same information described in 1-3 above for each.

Detailed description of the proposed schedule
Detailed breakdown of tasks to be performed, hourly rates and proposed fee for each task.

Please specify whether the proposal is a set price, “not to exceed” price, or other.

Please include in the proposal:

1. Kick-off meeting with staff/applicant

2. Preparation of Technical studies. Please include the following within the proposal:
• VMT Assessment
• Air Quality/Health Risk Assessment
• Cultural Resources
• GHG
• Energy
• Noise

3. Preparation of Initial Study

4. Scoping meeting if an EIR is required.

5. Additional technical analysis required.

6. Preparation of draft environmental documents (Environmental Impact Report and all related paperwork).

7. Preparation of tribal notifications under AB 52.

8. Preparation, distribution and filing of required Notices for both an MND and an EIR.

9. Preparation and filing Notices of Determinations (NODs) required for project.

10. Disclosure as to whether the proposer has done work directly or indirectly for the Docusign Envelope ID: E0B84571-97D8-4384-948B-6043854DAAB5 6 project proponent.

11. Hourly rates for services not covered by proposal.

12. Attendance of virtual weekly standing meetings that will cover at least 50 hours of time.

13. Attendance at t hree public hearings and hourly rates for additional hearings if required.

14. Other items proposed by consultant.

SELECTION CRITERIA
The City will review up to three consultants whose proposal and qualifications are deemed to most closely match the requirements of the RFP. Printed copies of the proposals may be required at this time. The City will negotiate a contract with the consultant who has the combination of background, approach, and capability to undertake this project at this time with compensation that the City determines is fair and reasonable based on the scope of work. The City has a right to reject all proposals if they do not include adequate qualifications for the project.

Staff will provide a recommendation to the City Council which will award the contract at the meeting of December 17, 2024.

REQUIREMENTS FOR AGREEMENT FOR SERVICES
An agreement for services will be utilized. The consultant is required to meet City insurance requirements and obtain a City business license.

Attachments on Drive:
• Project Plan
• Draft consultant agreement

SUBMITTAL INSTRUCTIONS

1. For questions regarding this RFP, submit all inquiries via email to [email protected] by the deadline below. The City will not be responsible for or bound by any oral communication or contact that occurs outside the official communication process specified herein, unless confirmed in writing by the City Contract.

2. Method of Submission

Electronic proposals in PDF format shall be submitted directly to Amanda Acuna at the email address below. The Consultant is solely responsible for “on time” submission and receipt of their electronic narrative proposal and cost proposal. The City will respond with an email to confirm receipt. The City will only receive those proposals that were transmitted successfully. The RFP cover page shall be signed in ink, scanned and included as the first/top page of the narrative proposal in the electronic proposal submission.

Docusign Envelope ID: E0B84571-97D8-4384-948B-6043854DAAB5 7 Submit proposal by email to:

Amanda Acuna, Community Development Manager
[email protected]

By submitting a response to this RFP, the prospective consultant waives all rights to protest or seek any legal remedies whatsoever regarding any aspect of this RFP.

The City reserves the right to issue written notice to all participating firms of any changes in the proposal submission schedule, should the City determine in its sole and absolute direction that such changes are necessary. Acceptance of any proposal submitted pursuant to this RFP shall not constitute any implied intent to enter into a contract for consulting services. The City reserves the right to reject any and all proposals.

3. Proposals must be received by 4:00 PM (PT) on Friday, December 6, 2024 .

Proposals that do not arrive by the specified date and time WILL NOT BE CONSIDERED. The City will not be held responsible for proposals mishandled as a result of technical error.

4. Proposals are to be prepared in such a way as to provide a straightforward, concise delineation of capabilities to satisfy the requirements of this RFP.

5. The proposal must be signed by the individual(s) legally authorized to bind the Consultant. Consultants shall complete the cover page of the RFP document, sign in ink, and submit electronically with their narrative/technical proposal.

6. A responsive proposal will include the following completed documents:

COST

The cost proposal and scope of work shall include and specify the firm’s labor, indirect costs, and any subconsultant costs, including a list with every team member’s title and billable rates. Payments will be made at the Consultant’s established billable rates for hours and direct expenses. Time must be billed in no greater than 15 minute increments. Billable rates shall not include mark-ups on reimbursable items; no additional payment will be made for those items. The City does not reimburse for mileage, use of computer equipment, copies or phone calls. The proposal shall identify a line item for each task listed above that Consultant wishes to bid on.

Docusign Envelope ID: E0B84571-97D8-4384-948B-6043854DAAB5 8 CONTRACT
A copy of the City’s standard professional services agreement is provided as an attachment. The Consultant should provide a statement that consultant is agreeable to execute the enclosed Agreement or indicate areas that the Consultant wishes to be modified. The Consultant will be required to obtain a City of Gardena business license, and to provide proof of insurance as noted in the agreement.

Docusign Envelope ID: E0B84571-97D8-4384-948B-6043854DAAB5 Exhibit B
Docusign Envelope ID: E0B84571-97D8-4384-948B-6043854DAAB5 City of Gardena  EVCAORNG003446.2024  2
Environmental Consulting Services: Terreno Industrial Center

TABLE OF CONTENTS
Consultant Qualifications .......................................................................................................................................3 Project Experience .............................................................................................................................................3 Proposed Team ..................................................................................................................................................5 References ......................................................................................................................................................16 Subcontractors ................................................................................................................................................16 Proposed Schedule ..............................................................................................................................................18 Project Overview ..............................................................................................................................................18 Scope of Services ............................................................................................................................................18 Proposed Project Schedule ...............................................................................................................................24 Disclosure ........................................................................................................................................................24 Cost Proposal ......................................................................................................................................................25 Contract Exceptions .............................................................................................................................................26 Contact ..............................................................................................................................................................27 Docusign Envelope ID: E0B84571-97D8-4384-948B-6043854DAAB5 City of Gardena  EVCAORNG003446.2024
 3
Environmental Consulting Services: Terreno Industrial Center

CONSULTANT QUALIFICATIONS
Kimley-Horn is a full-service environmental, planning, and engineering consulting firm providing services to public agencies nationwide.

Since our founding in 1967, Kimley-Horn has grown from a small group of traffic engineers and transportation planners to a firm of more than 8,200 employees with 134 offices across the US. Our 13 California offices, including local offices in Orange, Los Angeles, and Riverside have more than 800 planners, designers, engineers, and technicians—affording us the depth of resources necessary to staff and execute this assignment. We offer clients the local knowledge and responsiveness of a small organization, backed by the extensive resources only a national firm can offer.

Our staff is experienced in the preparation and processing of all types of environmental documents under CEQA and the National Environmental Policy Act (NEPA) and has extensive knowledge of environmental document requirements. Our environmental professionals not only have years of experience in developing CEQA documents that support specific plans, general plan elements, transportation, site development, and public works projects, but also receive regular training on changes in CEQA, NEPA, and applicable case law affecting the interpretation of current statutes. We have a tremendous amount of experience writing CEQA/NEPA documents and providing regulatory compliance assistance.

Combining national experience with a local sensibility, Kimley-Horn’s professionals provide comprehensive solutions to the planning, analysis, and design of public and private spaces. Our team draws upon years of experience with private development and public agencies to develop user-friendly documents—creating project designs that minimize impacts to the natural environment and community. On all our projects, we work extensively with our internal partners, agency staff, and clients to create the appropriate technical approach for the document and scope of related technical studies.

Project Experience
City of Gardena
Kimley-Horn has been successfully partnering with the City for many years and is currently the go-to planning and environmental consultant to the City Planning Department to prepare and peer review Technical Studies, Specific Plans, and CEQA environmental documents, including Environmental Impact Reports (EIRs), Initial Studies (IS)/Mitigated Negative Declaration (MNDs), addenda, Categorical Exemptions (CEs), Sustainable Communities Environmental Assessments (SCEAs), and Sustainable Communities Project Exemptions (SCPEs).

Gardena Transit Oriented Development (TOD) Specific Plan and EIR The Kimley-Horn team prepared an IS and EIR and peer reviewed applicant-provided technical studies, provided in-house preparation of energy impacts analysis, notices, and participated in public hearings. This project included a high-density residential development within the 1.33-acre Gardena TOD Specific Plan area. The project would replace the existing auto parts warehouse with an eight-story residential building with up to 265 dwelling units at a density of 200 du/acre. The proposed building would have a maximum height of 90 feet, including

5.5 levels of residential development over 2.5 levels of parking. The final EIR has been certified and the project approved in May 2021.

Normandie Crossing Specific Plan and EIR
This project proposes a Specific Plan for a multi-family residential development on a 5.3-acre property occupied by approximately 115,424 square feet (SF) of industrial/food plant uses. Two at-grade railroad crossings are near/adjacent to the project site requiring significant strategizing and coordination with California Public Utilities Commission (CPUC) and Union Pacific Railroad (UPRR). The project proposes to remove all existing onsite structures and construct up to 328 apartment units in a single building and up to 75 townhomes in nine buildings.

Key environmental resource areas studied include site access, potential transportation-related hazards associated with railroad crossing, land use, and hazards and hazardous materials. The project is expected to go to hearings in 2024. 1450 Artesia Boulevard Specific Plan
The project proposes to redevelop an existing blighted site with a mixed-use development with a total building area of 268,000 SF and an approximate height of 75 feet, including a self-storage use (three levels totaling 186,000 gross SF with 1,480 storage units), an industrial warehouse use (one level totaling 72,000 gross SF with ten loading docks), and an office/retail use (a mezzanine totaling 10,000 gross SF).

The project’s proposed 72,000 gross SF of warehouse use includes 10,000 gross SF of potential future floor area to account for the potential future acquisition of a 0.23-acre parcel currently occupied by a single residential dwelling unit. Additionally, proposed associated facilities and improvements include perimeter fencing, onsite and perimeter landscaping, lighting, exterior sidewalks, and pavement for on-site parking Docusign Envelope ID: E0B84571-97D8-4384-948B-6043854DAAB5 City of Gardena  EVCAORNG003446.2024
 4
Environmental Consulting Services: Terreno Industrial Center spaces. Under the Specific Plan, the parking lot area would be used periodically for City-sponsored outdoor events outside of the project’s warehouse/industrial component operating hours.

Other City of Gardena Projects
In addition to the above representative projects, Kimley-Horn has prepared CEQA analyses and technical studies for 11 other projects in the City:

1. 14600 Western Avenue SCEA

2. 13126 Western Avenue SCPE

3. 2545 Marine Avenue CE

4. Western SRO Apartments, CE

5. Normandie Place CE

6. Rosecrans Place IS/MND

7. Rosecrans Place Phase II CE

8. Gardner Marine Avenue Project CE

9. Melia Avenue/178th Street Townhome Project IS/MND

10. Normandie Courtyards Project CE

11. KB Home Stonefield Project IS/MND
Additional Industrial Project CEQA Experience
Kimley-Horn has extensive experience preparing CEQA documents for industrial projects. We understand the unique nuances of industrial projects, particularly concerning variations in the type of industrial use (affecting traffic and greenhouse gas (GHG) assumptions); air quality and GHG impacts associated with industrial truck traffic; and health risks associated with diesel particulate emissions. Regarding Assembly Bill (AB) 98, we are also at the forefront of navigating the requirements on new development or expansions of logistics uses, exceptions, and the new design and build standards. We are also very familiar with addressing public review comment letters from environmental and union groups (e.g., the Sierra Club, CARE, LIUNA/Safer, Western Carpenters, and Golden State Environmental Justice Alliance). The following is a small sample of recent CEQA documents for industrial projects.

City of Rialto, Olive Avenue Development Project EIR, Rialto, CA This project proposes to develop an existing vacant property with two industrial warehouse buildings with approximately 10,000 SF of office/mezzanine space, 866 SF for exterior building sprinkler fire pumps, and 668,524 SF of warehouse space for a total of 679,390 SF on approximately 31.08 net acres. The project proposes to split the existing property from one large lot into two lots to allow for each of the two proposed buildings to have their own legal parcel. The buildings were architecturally designed to allow for multiple units in various increments based on tenant demand.

City of Rialto, Locust Gateway Development Project EIR, Rialto, CA The project site is undeveloped, except for remnants of a World War II-era bunker and rail spurs. Project implementation would include the removal of existing vegetation and bunker remnants to allow for construction of a 666,265-SF warehouse, including 10,000 SF of ancillary office space, 373 vehicle parking spaces, 630 trailer parking spaces, and a fence-secured dock area with 82 dock doors. The project proposes three new driveways on Lowell Street, one driveway on Locust Avenue, and two emergency vehicle access driveways on Lake Padden Lane. The project would be constructed using concrete tilt-up panels with architectural treatments for visual relief along the building facades. Views of the warehouse would be shielded by a 14-foot-high decorative screen wall and an 8-foot-high concrete masonry unit (CMU) retaining wall.

City of Ontario, Ontario Ranch Business Park Specific Plan Amendment EIR, Ontario, CA The Ontario Ranch Business Park Specific Plan Amendment (SPA) project is made up of eight parcels totaling 71.7 acres. The project includes an application for a SPA to change the zoning from SP-AG to Industrial General. The SPA would create two new Planning Areas (PAs)—PA 3 and PA 4—which would accommodate various industrial-serving commercial, low-intensity office, technology, light manufacturing, and warehouse/distribution uses. Under the conceptual plan, PA 3 is proposed to be developed with three buildings totaling 211,790 SF and PA 4 is proposed to be developed with three buildings totaling 1,310,450 SF.

Docusign Envelope ID: E0B84571-97D8-4384-948B-6043854DAAB5  5City of Gardena  EVCAORNG003446.2024
Environmental Consulting Services: Terreno Industrial Center Proposed Team
The Kimley-Horn team will be led by project manager James Thomas, CEP-IT and principal-in-charge Rita Garcia. Rita will also serve as alternate project manager in the unlikely event James becomes unavailable. We have assembled a strong team of experienced environmental planners, scientists, and technicians for this project as outlined on the organizational chart below.

Organizational Chart
Project Manager
James Thomas, CEP-IT
Principal-in-Charge
Rita Garcia
Technical Support
Air Quality, Energy, GHG Emissions
Oliva Chan
Tribal/Cultural Resources
Jessica Mauck, MA, RPA
Hazardous Materials
Cassie Bretschger, ENV SP
Traffic
Mehul Champaneri, PTP , RSP1
Analysts
Heather Boland
Sarah Miller

CITY OF GARDENA
Geotechnical Subconsultant
Dean Iwasa (Iwasa Consulting)
Docusign Envelope ID: E0B84571-97D8-4384-948B-6043854DAAB5 City of Gardena  EVCAORNG003446.2024  6
Environmental Consulting Services: Terreno Industrial Center James’ experience includes infill developments for public and private clients—primarily residential and mixed-use developments as well as infrastructure projects. James currently works on the on-call environmental team for two other cities in Los Angeles County, so he is experienced with analyzing projects on behalf of other local cities. James previously worked in the planning department of a nearby City. His primary focus is preparing CEQA documents, including CEs, MNDs, EIRs, and SCEAs.

RELEVANT EXPERIENCE
• City of Gardena, Transit-Oriented Development (TOD) Specific Plan EIR, Gardena, CA – Task Manager • City of Gardena, 1450 Artesia Boulevard Specific Plan Project, Gardena, CA – Project Manager • City of Gardena, Normandie Crossing Specific Plan Project, Gardena, CA – Task Manager • City of Gardena, Rosecrans Place IS/MND, Gardena, CA – Analyst • City of Gardena, Melia Avenue/178th Street Townhome Project, Gardena, CA – Analyst • City of Orange, 6th Cycle Housing Element Update, Orange, CA – Project Manager • City of Pico Rivera, 6th Cycle Housing Element Update, Del Mar, CA – Analyst • City of Del Mar, 6th Cycle Housing Element Update, Del Mar, CA – Analyst • City of El Segundo, Project Ollie Data Center, El Segundo, CA – Task Manager • Burlington Northern Santa Fe Railway (BNSF), Baby Barstow IMF Expansion, Barstow, CA – Task Manager • BNSF, Barstow International Gateway Project, Barstow, CA – Task Manager • BNSF, Ono Lead Track Extension Project, San Bernardino, CA – Analyst • City of San Bernardino, 1300 Highland Avenue Self-Storage Project, San Bernadino, CA – Analyst • City of Palm Springs, 410 West Rafael Drive Self-Storage Project, Palm Springs, CA – Analyst • Confidential Client, Airport Expansion Project – Task Manager • Trojan Storage, Calabasas Self-Storage IS/MND, unincorporated Los Angeles County, CA – Task Manager Professional Credentials
• Bachelors, Environmental Studies,
California State University, San Marcos
• Certified Environmental Professional in Training
#47132219
James Thomas, CEP-IT
Project Manager
Resumes
Qualifications of our proposed team are provided in their resumes below.

Docusign Envelope ID: E0B84571-97D8-4384-948B-6043854DAAB5 City of Gardena  EVCAORNG003446.2024
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Environmental Consulting Services: Terreno Industrial Center With more than 35 years of experience, Rita has provided environmental and planning consulting services to a broad range of public- and private-sector clients. She has specialized in managing and contributing to CEQA and NEPA compliance documentation and regulatory permitting, including various general plan updates, housing element updates, large-scale multi-component specific plans, facility/infrastructure projects, and in-fill developments, including transit-oriented. She has been involved with varied development and redevelopment projects in sensitive environments with substantial public involvement and controversy. Rita has extensive experience managing environmental analyses for complex programmatic/policy studies, as well as project-level studies. Having served in various capacities as applicant, city staff, and consultant, she contributes unique perspectives and approaches to navigating challenging planning and regulatory environments.

RELEVANT EXPERIENCE
• City of Gardena, 1610 West Artesia Boulevard SCEA, Gardena, CA – Project Manager • City of Gardena, 14600 South Western Avenue SCPE, Gardena, CA – Project Manager • City of Gardena, Gardena Transit Oriented Development Specific Plan EIR, Gardena, CA – Project Manager • City of Gardena, Normandie Crossing SP EIR, Gardena, CA – Project Manager • City of Gardena, 1450 West Artesia Boulevard SP and Technical Studies, Gardena, CA – Project Manager • City of Gardena, Gardner Marine Avenue Mixed-Use IS/MND Project, Gardena, CA – Project Manager • City of Gardena, Rosecrans Place Project Revised Site Plan IS/MND, Gardena, CA – Project Manager • City of Gardena, Rosecrans Place Phase II Project CEQA Memo and CE, Gardena, CA – Project Manager • City of Malibu, Civic Center Wastewater Treatment Facility Modified Phase 2 Project Addendum EIR, Malibu, CA - Project Manager
• City of El Segundo, Senate Bill (SB) 743/VMT Implementation Guidelines, TREDLite Tool, and Notice of Exemption/CEQA Compliance Memorandum, El Segundo, CA – Project Manager • City of El Segundo, Chargers Headquarters and Training Facility Addendum EIR, El Segundo, CA – Project Manager • Serverfarm, 444 Nash Street Data Center Project IS/MND, El Segundo, CA – Project Manager • City of Agoura Hills, Agoura Village Specific Plan Update Project Recirculated IS/MND, Agoura Hills, CA – Project Manager • City of Agoura Hills, Kanan Road/Agoura Road Ultimate Intersection Improvement Project IS/MND, Agoura Hills, CA – Project Manager
• BNSF Railway, Barstow International Gateway (“BIG”) Project Administrative EIR, Barstow and County of San Bernardino, CA – EIR Project Manager
• City of Hawthorne, 5151 West El Segundo Boulevard Hotel Project CE & Technical Studies, Hawthorne, CA – Project Manager • 6th Cycle Housing Element Update Notices of Exemption/IS/MNDs/EIRs, CA – Project Manager ○ City of Costa Mesa
○ City of Calimesa
○ City of Chino
○ City of Del Mar
○ City of Encinitas
○ City of Huntington Beach
○ City of Newport Beach
○ City of Orange
○ City of Pico Rivera
○ City of Villa Park
○ City of Watsonville
Professional Credentials
• Bachelor of Science, Urban and Regional Planning,
California State Polytechnic University, Pomona
• National Association of Environmental Planners
(AEP), Member
Rita Garcia
Principal-in-Charge
Docusign Envelope ID: E0B84571-97D8-4384-948B-6043854DAAB5 Rita Garcia
City of Gardena  EVCAORNG003446.2024  8
Environmental Consulting Services: Terreno Industrial Center (Cont.)
• 4th and 5th Cycle Housing Element Update Notices of Exemption/IS/MNDs/EIRs, CA – Project Manager* ○ City of Anaheim
○ City of Fontana
○ City of Fullerton
○ City of Gilroy
○ City of Indio
○ City of Los Alamitos
○ City of Montclair
○ City of Orange
○ City of Palmdale
○ City of Pico Rivera
○ City of Riverside
○ City of Placentia
○ City of Stanton
*Prior to joining Kimley-Horn
Docusign Envelope ID: E0B84571-97D8-4384-948B-6043854DAAB5 City of Gardena  EVCAORNG003446.2024  9
Environmental Consulting Services: Terreno Industrial Center Olivia specializes in air quality, GHG emissions, energy, and noise. With nearly two decades of experience, she brings an in-depth knowledge to clients through her work on a variety of complex projects that rely on her proficiency with various state and federally approved models, including the California Emissions Estimator Model (CalEEMod), the Federal Highway Administration (FHWA) Traffic Noise Model (TNM) and Roadway Construction Noise Model, and the AERMOD modeling system. Olivia also has experience in research, preparation, and analysis for a variety of environmental planning projects consistent with CEQA and NEPA guidelines.

RELEVANT EXPERIENCE
• City of Ontario, Euclid Mixed-Use Specific Plan, Ontario, CA – Technical Lead • City of Carson, The Districts Specific Plan Project, Carson, CA – Technical Analyst* • Hillwood Investment Properties, Hillwood Fontana Industrial Project CEQA/Entitlements, Fontana, CA – Technical Lead • Berk Consulting, City of Seattle Comprehensive Plan Update Environmental Impact Statement, Seattle, WA – Technical Lead • Berk Consulting, City of Burien Comprehensive Plan Update Environmental Impact Statement, Burien, WA – Technical Lead • Kimco Realty Corporation, Whittwood Entitlement, Whittier, CA – Technical Lead • Crown Enterprises, Inc., Santa Ana Logistics Facility, Bloomington, CA – Technical Lead • Pacific Development Group (PDG), PDG Lake Elsinore Entitlements, Lake Elsinore, CA – Technical Lead • DLA Piper, LLP , 7022 Sunset MND, Los Angeles, CA – Technical Lead • TerraGen Solar, Desert Breeze, Lockhart, CA – Technical Lead • Los Angeles County Public Works, Rancho Los Amigos South Campus Project EIR, Los Angeles County, CA – Technical Analyst* • City of Inglewood, Inglewood Basketball and Entertainment (IBEC) Project, Inglewood, CA – Technical Analyst* • City of Moreno Valley, World Logistics Center, Moreno Valley, CA – Technical Lead* *Prior to joining Kimley-Horn
Professional Credentials
• Master, Urban and Regional Planning,
University of California, Irvine
• Bachelor of Arts, Environmental Design,
University of California, Irvine
Olivia Chan
Air Quality, Greenhouse Gas Emissions, Noise
Docusign Envelope ID: E0B84571-97D8-4384-948B-6043854DAAB5 City of Gardena  EVCAORNG003446.2024
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Environmental Consulting Services: Terreno Industrial Center Jessica has over 15 years of experience in archaeology and historic preservation, and meets SOI Professional Qualifications for Archaeology, History, and Architectural History. Her background includes long-term contracting for Federal land management agencies (USFS, NPS, DoD, BLM, etc.), overseeing Cultural Resources Management programming within Tribal government, and serving on several historic preservation advisory groups for State and Federal agencies. She has extensive experience conducting all phases of fieldwork, analysis, and reporting under applicable state and federal law, such as the National Historic Preservation Act (NHPA), NEPA, and CEQA. She also has many years of experience managing process for inadvertent discoveries of human remains and the inventory/repatriation of existing archaeological collections subject to State and Federal law, such as the Native American Graves Protection and Repatriation Act (NAGPRA) and California Health & Safety Code (Section 7050.5).

RELEVANT EXPERIENCE
• 1610 Artesia Boulevard Project, Cultural Resources Assessment (Archaeology), Gardena, CA – Principal Investigator • Lowes Norwalk Relocation Project, Cultural Resources Assessment (Archaeology), Norwalk, CA – Principal Investigator • Park 55 Project, Cultural Resources Assessment (Archaeology and Historic Built Environment), Santa Ana, CA – Principal Investigator/Architectural Historian
• San Juan Plaza Project, Cultural Resources Assessment (Archaeology and Historic Built Environment), EPA/San Juan Capistrano, CA – Principal Investigator/ Architectural Historian • Avenida Cordoba/Via Avila Storm Drain Improvements Project, Historic Property Inventory (Archaeology and Historic Built Environment), EPA/San Clemente, CA – Principal Investigator/Architectural Historian • Recycled Water Improvement Project, Historic Property Inventory (Archaeology and Historic Built Environment), EPA/San Clemente, CA – Principal Investigator/Architectural Historian • Sea Cliff Boutique Hotel and Restaurant, Design Review and Memorandum for Compliance with CEQA Exemption and Secretary of Interior (SOI) Treatment of Historic Properties, San Clemente, CA – Senior Architectural Historian • 956 Seward Project, Archaeological and Paleontological Resources Assessments (Archaeology and Paleontology), Los Angeles, CA – Principal Investigator
• Burbank Serverfarm Project, Historical Resources Inventory and Evaluation Report (Historic Built Environment), Burbank, CA – Senior Architectural Historian
• 450 North Roxbury Drive Project, Archaeological Resources Assessment (Archaeology), Beverly Hills, CA – Principal Investigator
• 2245 West Valley Boulevard Project, Cultural Resources Assessment (Historic Built Environment), Colton, CA – Architectural Historian
• Linwood Rose Senior Housing Project, Historic Properties Inventory (Archaeology and Historic Built Environment), Moreno Valley, CA – Principal Investigator/Architectural Historian • Merwin Property Project, Cultural Resources Inventory and Evaluation (Archaeology and Historic Built Environment), Moreno Valley, CA – Senior Cultural Resources Manager/Architectural Historian • Banning Commerce Center Project, Paleontological Resources Assessment, Banning, CA – Principal Investigator • Lowes Parking Lot Project, Cultural and Paleontological Resources Assessments (Archaeology and Historic Built Environment), Perris, CA – Principal Investigator/Architectural Historian • Pala Indian Reservation, Comprehensive Land Use Plan, San Diego County, CA – Tribal Community Outreach Lead Professional Credentials
• Master of Arts, Historical Archaeology,
University of Leicester, England
• Bachelor of Arts, Anthropology,
University of California, Los Angeles
• Register of Professional Archaeologists #37243944
Jessica Mauck, MA, RPA
Tribal/Cultural Resources
Docusign Envelope ID: E0B84571-97D8-4384-948B-6043854DAAB5 City of Gardena  EVCAORNG003446.2024
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Environmental Consulting Services: Terreno Industrial Center Cassie has more than 10 years of experience providing environmental services for land use development involving acquisition, forward planning and remedial engineering. She has managed efforts in a wide range of disciplines including regulatory compliance and inspections, due diligence, Phase I and II Environmental Site Assessments (ESAs), policy planning, entitlement strategy, processing and implementation of Master Plan Developments including Specific Plans, Community Plans and Transit-Oriented Development (TOD) Plans, and public outreach. Oversight on long term remediation and mining sites at local, state, and federal levels for aerospace, rail, retail service stations, and other industrial facilities. Additionally, she has coordinated with multiple cities for land redevelopment with ongoing environmental cases while processing or implementing entitlements.

Cassie utilizes her technical background within soil science and remedial engineering to implement policy documentation and outreach, in addition to geographic information systems (GIS) mapping, technical writing and project management.

RELEVANT EXPERIENCE
Compliance, Due Diligence, and Hazardous Materials
• Class I Railroad
⤷ Due Diligence Phase I/II ESA Investigations of Multiple Properties (>100), San Bernardino and Barstow, CA – Project Manager*
⤷ Former Vehicle Maintenance Facility DTSC Restrictive Covenant Compliance, Vernon, CA – Analyst* ⤷ Low Threat Closure Compliance (RWQCB/ ADEQ), Barstow, CA and Winslow, AZ – Deputy Project Manager* ⤷ Long-term Remediation Oversight, Needles, National City, Vernon, Bakersfield, CA – Deputy Project Manager* ⤷ Specific Plan Development, CA – Analyst
⤷ Hazards and Hazardous Materials Reviewer, Barstow, CA – Analyst • Confidential Private Client, Environmental Due Diligence for 6 Community Solar and BESS Projects, San Bernardino County, CA – Deputy Project Manager
• Confidential Private Client, Phase I ESAs for 7 Community Solar and BESS Projects, San Bernardino County, CA – ProjectManager
• City of Burbank, San Fernando Bikeway Project, Environmental Assessment, Burbank, CA – Analyst • CalCompact Landfill Redevelopment, Carson, CA – Analyst* • HomeFed Village III Master, LLC (SD-RWQCB), Soil Vapor Mapping and Assessments, Chula Vista, CA – Analyst* • Chevron Site Cleanup Portfolio (RWQCB/ LEA), multiple sites throughout California – Deputy Project Manager* • Northrup Grumman, Former TRW Facility Remediation, San Clemente, CA – Deputy Project Manager* Master Plans/Specific Plans/Design Guidelines
• San Bernardino County Airports, Development User Guide, San Bernardino County, CA – Project Manager • City of Artesia, Artesia Boulevard Corridor Specific Plan Amendment, Artesia, CA – Analyst *Prior to joining Kimley-Horn
Professional Credentials
• Master of Science, Geographic Information Systems
and Environmental Science, University of Arizona
• Bachelor of Science, Environmental
Science (focus in Soil Science), University of Arizona
• Envision Sustainability Professional #40071
• Urban Land Institute – Orange County/Inland
Empire Chapter, Young Leaders Group Executive Committee • OSHA 40-Hour Hazardous Waste Health and Safety Training, 29 CFR 1910.120,2015
• OSHA 8-Hour Refresher Safety Training,
29 CFR1910.120 and CCR Title 8, Section 5192
Cassie Bretschger, ENV SP
Hazardous Materials
Docusign Envelope ID: E0B84571-97D8-4384-948B-6043854DAAB5 City of Gardena  EVCAORNG003446.2024
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Environmental Consulting Services: Terreno Industrial Center Professional Credentials
• Master of Science, Civil Engineering,
University of Southern California
• Bachelor of Science, Civil Engineering,
Gujarat University
• Professional Transportation Planner #842
• Roadway Safety Professional 1 #1195
Mehul Champaneri, PTP , RSP1
Traffic
Mehul has more than 19 years of experience in transportation planning and traffic engineering, including, regional planning studies, traffic operations analysis for numerous roadway and transit improvement projects. Mehul’s primary responsibilities include calibrating and analyzing traffic demand models, VMT analysis, and the development of thresholds, methods, and tools for SB 743 compliance.

He has played a key role in completing multiple complex VMT analyses for agencies throughout California and developed spreadsheet and web based VMT assessment tools. He has also taken a lead role in the development, enhancement, and validation of regional and sub-regional travel demand models across the state including Southern California Association of Governments (SCAG), Riverside County Transportation Model (RivCOM), San Bernardino Transportation Analysis Model (SBTAM), Orange County Transportation Analysis Model (OCTAM), City of Burbank, LA Metro, City of Glendale, City of Pasadena, Fresno Council of Governments (COG), Kern County, Association of Monterey Bay Area Governments (AMBAG), Santa Barbara County Association of Governments (SBCAG), City/County Association of Governments of San Mateo County-Santa Clara Valley Transportation Authority (CCAG-VTA), San Joaquin Council of Governments (SJCOG), Contra Costa Transportation Authority (CCTA), and Sacramento Area Council of Governments (SACOG).

RELEVANT EXPERIENCE
• County of Riverside, VMT Analysis and SB 743 Implementation, Riverside County, CA – Modeling Lead • City of Hawthorne, VMT Analysis and SB 743 Implementation, Agoura Hills, CA – Modeling Lead • City of Agoura Hills, VMT Analysis and SB 743 Implementation, Agoura Hills, CA – Modeling Lead • City of Westlake Village, VMT Analysis and SB 743 Implementation, Agoura Hills, CA – Modeling Lead • City of Palmdale VMT Mitigation Bank/Program, Palmdale, CA – Modeling Lead • City of Pasadena VMT Mitigation Calculator Tool, Pasadena, CA – Modeling Lead • City of Marina, VMT Analysis and SB 743 Implementation, Marina, CA – Modeling Lead • City of Hollister, VMT Analysis and SB 743 Implementation, Hollister, CA – Modeling Lead • County of Santa Cruz, SB 743 Implementation Plan, Santa Cruz County, CA – Project Planner • City of Glendale, La Crescenta Road Rehabilitation, Glendale, CA – Modeling Lead • City of Menifee, I-215/Garbani Road Interchange Feasibility Study, Menifee, CA – Project Planner • City of Watsonville, Downtown Specific Plan Update, Watsonville, CA – Project Manager • City of Monterey, VMT Analysis and SB 743 Implementation, Monterey, CA – Modeling Lead • City of Capitola, VMT Analysis and SB 743 Implementation, Capitola, CA – Modeling Lead • Betabel, Commercial Traffic Impact Analysis (TIA), San Benito County, CA – Project Manager • C/CAG, TDM On-Call, San Mateo County, CA – Project Manager • County of Ventura, Hueneme Road Widening Project, Ventura, CA – Traffic Lead • Fresno COG, Activity-Based Model Update and On-Call Modeling Support, Fresno, CA – Modeling Lead Docusign Envelope ID: E0B84571-97D8-4384-948B-6043854DAAB5 City of Gardena  EVCAORNG003446.2024  13
Environmental Consulting Services: Terreno Industrial Center Heather has land and environmental planning experience preparing specific plans, planned unit developments, master plans, and project-level and programmatic CEQA documents, including exemptions, MNDs, and EIRs. Heather prepares technical studies including Phase I ESA’s, Land Evaluation and Site Assessment (LESA) and is proficient in GIS for data analysis and mapping. Heather has worked on a range of commercial, industrial, residential, and infrastructure projects and uses her background in land and environmental planning to provide support for a range of planning efforts supporting both public and private clients.

RELEVANT EXPERIENCE
• BNSF, City of Barstow General Plan Update and Barstow International Gateway (BIG) Specific Plan, Barstow, CA – Environmental Planning and GIS Analyst
• CanDo LLC, The Greens Indio Commercial Project IS/MND, Coachella, CA – Environmental Planning Analyst • City of El Monte, Flame Broiler Drive-Through Restaurant CE, El Monte, CA – Planning Analyst • City of Gardena, Normandie Crossing Specific Plan Project EIR, Gardena, CA – Planning Analyst • City of Holladay, Accessory Dwelling Unit Program and Development Code Amendment, Holladay, UT – Planning Analyst* • City of Holladay, Bicycle Master Plan Update, Holladay, UT – GIS Analyst* • City of Indian Wells, Indian Wells Tennis Garden Parking Expansion Conditional Use Permit, Zoning Text Amendment, and IS/ MND, Indian Wells, CA – On-Call Planning Analyst*
• City of Palm Springs, 575 North Palm Canyon Project IS/MND, Palm Springs, CA – On-Call Planning Analyst* • City of San Gabriel, Via Del Mar Mixed Use Project CE, San Gabriel, CA – Planning Analyst • City of San Gabriel, 905-909 Charlotte Avenue Multi-Family Residential Project CE, San Gabriel, CA – Planning Analyst • City of Villa Park, 6th Cycle Housing Element Update IS/MND, Villa Park, CA – Environmental Planning Analyst • Global Investment and Development, Encanto Planned Unit Development, Coachella, CA – Planning Analyst* • Macy’s, Broadway Plaza Expansion Environmental Permitting, Walnut Creek, CA – Planning Analyst *Prior to joining Kimley-Horn
Professional Credentials
• Bachelor of Science, Urban Ecology, University of Utah • Minor in Architectural Studies, University of Utah
• American Planning Association (APA), Member
Heather Boland
Analyst
Docusign Envelope ID: E0B84571-97D8-4384-948B-6043854DAAB5 City of Gardena  EVCAORNG003446.2024  14
Environmental Consulting Services: Terreno Industrial Center Sarah is an environmental planning analyst and has assisted in the preparation of CEs, IS/MNDs, and EIRs for private and public sector clients under CEQA. In addition to her work as an environmental planning analyst, Sarah also has experience preparing technical studies including Air Quality Assessments, Energy Assessments, GHG Emissions Assessments, Acoustical Assessments, and Phase I ESAs.

RELEVANT EXPERIENCE
• BNSF Railway, City of Barstow General Plan Update and Barstow International Gateway (BIG) Specific Plan, Barstow, CA – Environmental Planning Analyst
• CanDo LLC, The Greens Indio IS/MND, Indio, CA – Environmental Planning Analyst • City of El Monte, Flame Broiler Drive-Thru Restaurant CE, El Monte, CA – Air Quality and Noise Analyst • City of Gardena, 1450 West Artesia Specific Plan EIR, Gardena, CA – Task Manger • City of Gardena, Normandie Crossing Specific Plan Project EIR, Gardena, CA – Environmental Planning Analyst • City of Hawthorne, 5151 West El Segundo Boulevard Hotel Project CatEx, Hawthorne, CA – Environmental Planning Analyst and Air Quality, GHG, Energy, and Noise Analyst
• City of Newport Beach, General Plan Housing Implementation Project Program EIR, Newport Beach, CA – Environmental Planning Analyst
• City of Pomona, Walnut Avenue Warehouse Project Technical Studies, Pomona, CA – Air Quality, GHG, Energy, and Noise Analyst • County of Riverside, Lansing Nuevo South Project Technical Studies, Riverside County, CA – Air Quality, GHG, and Noise Analyst • Trojan Storage, 7528 North Bellaire Avenue Project IS/MND, North Hollywood, CA – Task Manager and Air Quality, GHG, Energy, and Noise Analyst
• Victorville AutoZone, Project Technical Studies, Victorville, CA – Task Manager Air Quality, GHG, Energy and Noise Analyst Professional Credentials
• Master of Science, Environmental Science and Management, California Polytechnic State University, San Luis Obispo • Bachelor of Science, Environmental Management and
Protection, California Polytechnic State University,
San Luis Obispo
• California Association of Environmental Professionals Sarah Miller
Analyst
Docusign Envelope ID: E0B84571-97D8-4384-948B-6043854DAAB5 City of Gardena  EVCAORNG003446.2024
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Environmental Consulting Services: Terreno Industrial Center Dean provides geotechnical investigation, design, and consultation services for a variety of projects, including commercial and residential structures, laboratories, and warehouses; energy and industrial facilities; shoreline and marina developments; slope stability assessments and stabilization; seismic upgrades and repair of existing buildings, including churches and historic buildings; and projects that require dewatering for deep excavations. He has participated in geotechnical investigations and technical studies for high-rise buildings, schools, churches, residences, roadways, major utilities, landslides, landfills, and sites that are impacted by chemical contaminants.

RELEVANT EXPERIENCE
• 16911 Normandie, Geotechnical Peer Review, Gardena, CA – Reviewer • Lady Luck Property, Stoneridge 63 Condominiums, 1017 West 141st Street Geotechnical Peer Review, Gardena, CA – Reviewer • Gilad Project, 12850 Crenshaw Boulevard Geotechnical Peer Review, Gardena, CA – Reviewer • United Truck Centers (UTC), Warner Park Plaza, Canoga Park, CA – Geotechnical Principal Engineer • Audi CODA, Beverly Hills, CA – Geotechnical Principal Engineer • City of Los Angeles, Los Angeles Federal Courthouse, Los Angeles, CA – Geotechnical Principal Engineer • Los Angeles County Metropolitan Transportation Authority (LACMTA), Purple Line Maintenance Building, Los Angeles, CA – Geotechnical Principal Engineer
• KORE Pilot Plant Project, Los Angeles, CA – Geotechnical Principal Engineer • Goodyear Carson, Blimp Hanger Geotechnical Services, Carson, CA – Geotechnical Principal Engineer • Audi CODA, Costa Mesa, CA – Geotechnical Principal Engineer • Orange County Sanitation District, Gisler, Red Hill Interceptor and Baker Force Main Rehabilitation Project, Costa Mesa, CA – Geotechnical Principal Engineer
• San Francisco Wholesale Produce Market, San Francisco, CA – Geotechnical Principal Engineer • 1035 Howard Street, San Francisco, CA – Geotechnical Principal Engineer • MACLAC, 19th and Utah Streets, San Francisco, CA – Geotechnical Principal Engineer • The Foundry Warehouse Project, Oakland, CA – Geotechnical Principal Engineer • Due Diligence Study, 727 Kennedy Street, Oakland, CA – Geotechnical Principal Engineer • San Leandro Business Center, 100 Halcyon Avenue, San Leandro, CA – Geotechnical Principal Engineer • Former Gillig Facility, 25800 Clawiter Road Investigation, Hayward, CA – Geotechnical Principal Engineer • 24493 Clawiter Road Project, Hayward, CA – Geotechnical Principal Engineer • 501 Sycamore Drive Warehouse, Milpitas, CA – Geotechnical Principal Engineer • Livermore Oaks Business Park, Discovery Drive, Livermore, CA – Geotechnical Principal Engineer • Gillig, Phantom Project, Discovery Drive, Livermore, CA – Geotechnical Principal Engineer • Gillig, Lot 1 Due Diligence Study, 450 Discovery Drive, Livermore, CA – Geotechnical Principal Engineer • Home Depot, Project Sierra Distribution Building, Port of Stockton, Stockton, CA – Geotechnical Principal Engineer • West Coast Technology Center, Southport Parkway, West Sacramento, CA – Geotechnical Principal Engineer Professional Credentials
• Master of Science, Civil Engineering,
University of California, Berkeley
• Bachelor of Science, Civil Engineering,
University of California, Berkeley
• Professional Engineer in California #44786
• Geotechnical Engineer in California #2285
• American Society of Civil Engineers, 1986-Present
Dean Iwasa, PE, GE
Geotechnical
Docusign Envelope ID: E0B84571-97D8-4384-948B-6043854DAAB5 City of Gardena  EVCAORNG003446.2024
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Environmental Consulting Services: Terreno Industrial Center References
At Kimley-Horn, we bring passion and excitement to every job and focus on improving human experience in the many diverse areas where we live, work, and play. Below you will find a small sampling of relevant client references from the past three years. Kimley-Horn understands that real collaboration requires far more than a partnership—it also means earning deep trust by living up to our promises day-in and day-out. Our clients consistently tell us that Kimley-Horn provides a better experience. That is the truth behind our reputation—with Kimley-Horn, you can expect more and experience better.

We are proud of the projects we have worked on and completed as well as the relationships we have built with our clients. Below we have provided three municipal references who we closely partner with. We hope that you will reach out to them.

City of Agoura Hills
Denice Thomas, AICP Community Development Director
[email protected]
818.597.7311
City of Hawthorne
Gregg McClain, Planning Department Director
[email protected]
310.349.2970
City of El Segundo
Eduardo Schonborn, Principal Planner
[email protected]
310.524.2312
Subcontractors
Kimley-Horn has partnered with Iwasa Consulting, who will provide the peer review of the Geotechnical Inspection for this project. Iwasa Consulting is small geotechnical consulting firm that provides a wide range of geotechnical expertise and experience to support their client’s projects. Iwasa Consulting provides geotechnical services ranging for subsurface explorations and investigations, design recommendations, and consultation services for a variety of projects, including commercial and residential structures, laboratories, and warehouses; energy and industrial facilities; shoreline and marina developments; slope stability assessments and stabilization; seismic upgrades and repair of existing buildings, including churches and historic buildings; litigation matters; and projects that require dewatering evaluations, such as deep excavations for new structures. Iwasa Consulting has worked on many similar projects to this one and is knowledgeable of strict foundation and slab settlement criteria under both static and dynamic loading conditions, heavy pavement loading conditions associated with commercial trucks traffic, and various ground improvement techniques that can be cost-effectively implemented to meet modern performance requirements.

Iwasa Consulting Project Experience
Trammell Crow (TC) Northern California Development, Inc. and The Home Depot, Sierra Distribution Warehouse Project, Port of Stockton, Stockton, CA
The planned Project Sierra development will include the construction of a 655,200-SF concrete tilt-up warehouse building and 293,951-SF outdoor storage area.

Prologis, 501 Sycamore Drive, Milpitas, CA
The project will include a new, approximately 289,200-SF concrete tilt-up building with a maximum concrete wall height of 52 feet. Loading docks with a concrete truck apron will be constructed along the northern edge of the building. Ground improvement consisting of aggregate piers are being used to control foundation settlement.

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Environmental Consulting Services: Terreno Industrial Center Trammell Crow Company, 100 Halcyon Avenue Industrial Project, San Leandro, CA The project included the demolition of the existing former Kraft Foods structures and construction of three new concrete tilt-up buildings with footprints ranging from 121,300 SF to 295,000 SF. Portions of the site surrounding the new structures were improved with new landscape areas and parking lots. The landscape improvements included infiltration features for treating storm water runoff.

Iwasa Consulting Proposed Team
Dean Iwasa, PE, GE of Iwasa Consulting will be providing geotechnical support for this project. Dean is represented on the organizational chart provided on page 5, and his resume is included with the Kimley-Horn staff resumes provided in the Resumes section of this proposal.

Iwasa Consulting References
Legacy Partners, Trammell Crow, Duke Realty, and Prologis Tom Jodry, Developer/Executive
[email protected]
650.224.8707
Prologis
Mike Rowe, Development Manager
[email protected]
510.661.4028
Wiss, Janney, Elstner Associates, Inc.

Kent Sasaki, Principal Engineer
[email protected]
510.428.2907
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Environmental Consulting Services: Terreno Industrial Center

PROPOSED SCHEDULE
Project Overview
The proposed project will include the demolition of the existing 233,634 SF of structures and all other site improvements to construct three multi-tenant industrial buildings, totaling 224,281 SF, designed to accommodate a range of industrial uses for 15 tenants. The project will consist of 183,746 SF of manufacturing and warehouse space, 20,248 SF of office space, and 20,257 SF of mezzanine space. The project is designed such that each tenant will have their own independent entry and warehouse/manufacturing space with independent loading areas.

All loading areas will be screened with concrete walls from 139th Street, and the entire site will consist of 5% landscape areas. The project would represent a reduction of 9,350 SF of floor area from the existing land uses.

Access improvements include closing of one of the three existing driveways along West 139th Street and introducing three new driveways:
one at the eastern end of the site with access to Western Avenue and two others located off the culs-de-sac on Saint Andrews Place and West 137th Street. Offsite improvements involve removing and replacing sidewalks, curbs, and driveways as well as establishing a street easement with the City’s Public Works Department for the property’s northeastern portion to create a 40-foot radius at the cul-de-sac on West 137th Street.

This scope assumes the project will qualify for a Class 2 CE pursuant to State CEQA Guidelines Section 15302 – Replacement or Reconstruction. Should the analysis or technical studies find the project will have a significant effect on the environment, the project will not qualify for a Class 2 CE and preparation of an IS/MND would be required. Therefore, Optional Tasks 7 through 11 are included herein should an IS/MND be required.

Scope of Services
Kimley-Horn will provide the scope of services specifically set forth below. This scope has been prepared based upon Kimley-Horn’s conversations with the City, review of City-provided documentation, and understanding of the project issues. This scope assumes the following:
• Baseline conditions, project Description, and approach will not change once the City issues Authorization to Proceed (ATP). • Deliverables will be submitted to City electronically. • For each deliverable, Kimley-Horn will:
○ Respond to one reconciled set of City comments- additional review cycles are excluded ○ Provide a “redline copy” that reflects the proposed edits and responds to City comments ○ Provide a “check copy” for City approval prior to finalizing • City comments will not raise new substantive issues requiring re-analysis.

Task 1.0: Project Description
Kimley-Horn will prepare a Draft Project Description for City review and approval. The Project Description will detail the project’s location, environmental setting, background and history, characteristics, discretionary actions, goals/objectives, construction schedule/phasing, agreements, and required permits and approvals. The Project Description will include sufficient detail concerning the existing and proposed uses to support a Class 2 CE (i.e., the proposed uses would be substantially the same size, purpose, and capacity as existing uses).

Kimley-Horn will prepare exhibits to depict the regional and site vicinity and key project components to support the environmental analyses.

Task 1.0 Deliverables: Draft Project Description and Final Project Description Task 2.0: Class 2 Categorical Exemption
State CEQA Guidelines Article 19 – CE includes a list of classes of projects, which have been determined not to have a significant effect on the environment and which shall, therefore, be exempt from CEQA. Preliminarily, it is anticipated that the proposed project would qualify under a Class 2 CE (State CEQA Guidelines Section 15302 – Replacement or Reconstruction). Class 2 consists of projects characterized as replacement or reconstruction of existing structures and facilities where the new structure will be located on the same site as the structure replaced and will have substantially the same purpose and capacity as the structure replaced. It is noted, this scope assumes the project does not meet any of the conditions specified in State CEQA Guidelines Section 15300.2 - Exceptions. Kimley-Horn will prepare a Notice of Exemption (NOE) in a City-approved format and will file the NOE with the County. As supporting analysis to the NOE, Kimley-Horn will prepare a CEQA Compliance Technical Memorandum (TM) that substantiates the appropriateness of a Class 2 CE summarizing technical study findings and substantiating that the project does not meet any of the conditions concerning exceptions to a CE.

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Environmental Consulting Services: Terreno Industrial Center Task 2.0 Deliverables: Draft and Final NOE; Draft and Final CEQA Compliance TM Task 3.0: Peer Review of Applicant-Provided Technical Studies Per the RFP’s requirements, Kimley-Horn will perform a limited peer review of the following applicant-provided technical studies:
• Phase I ESA
• Phase II ESA
• Preliminary Geotechnical Investigation
The peer reviews will focus on the appropriateness/thoroughness of the methodology and analysis, whether the analysis’ conclusions are supported by factual/credible evidence, and whether the analysis meets the applicable provisions of CEQA and the State CEQA Guidelines. For each peer review, Kimley-Horn will:
• Conduct one peer review cycle
• Review the analyses, including all modeling data and assumptions • Evaluate the adequacy of the methods used to conduct the various parts of the study concerning professional standards, regulatory standards, and State CEQA Guidelines
• Evaluate the consultant’s recommendations and conclusions based on State CEQA Guidelines and other state and federal laws as applicable
• Present peer review findings in context and make recommendations • Conduct follow-up review of the revised technical study to verify the recommendations have been incorporated • Prepare a Final TM to substantiate compliance with the recommendations • Additional peer review cycles and meeting attendance are excluded This limited review may not disclose all errors or defects that might be in the documents. The City agrees that Kimley-Horn is not responsible for the content and accuracy of the reviewed documents, and the City will not attempt to hold Kimley-Horn liable for any defects that may exist in the documents.

Task 3.0 Deliverables: Draft and Final Peer Review TM
Task 4.0: Technical Studies
Kimley-Horn will prepare the technical studies listed below to demonstrate the project does not meet any of the conditions specified in State CEQA Guidelines Section 15300.2(c) – Significant Effect.

Task 4.1: Air Quality Assessment
Kimley-Horn will assess air quality emissions in accordance with the South Coast Air Quality Management District’s (SCAQMD’s) recommended methodologies set forth in their CEQA Air Quality Handbook. The following outlines our approach:

Construction Emissions. Kimley-Horn will calculate construction emissions using the most current version of the California Emissions Estimator Model (CalEEMod). Emissions will be calculated based on the project’s scope, applicant-provided assumptions regarding construction equipment and scheduling, and associated vehicle trips. The construction air pollutant emissions will be compared to the SCAQMD regional thresholds of significance. Construction-related mitigation will be identified as reasonably necessary.

Operational Emissions. Kimley-Horn will quantify operational emissions (i.e., area, mobile, and energy source) related to area sources and local/regional vehicle miles traveled. project emissions will be compared to the SCAQMD thresholds of significance. Mitigation measures will be identified as necessary. Regional emissions modeling (e.g., BenMAP , CAMx, etc.) is excluded.

Localized Impacts. Localized impacts will be analyzed based upon the SCAQMD’s Localized Significance Thresholds (LST) methodology. This task excludes dispersion modeling.

Task 4.2: Construction Greenhouse Gas Emissions Modeling GHG emissions (i.e., carbon dioxide equivalent [CO2e] of nitrous oxide, methane, and carbon dioxide) from both direct (i.e., area and mobile sources) and indirect sources (i.e., energy/water consumption and wastewater/solid waste generation) will be quantified using the latest version of CalEEMod. Total construction GHG emissions will be amortized into the GHG emissions inventory.

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Environmental Consulting Services: Terreno Industrial Center Task 4.3: Construction Health Risk Assessment
Per SCAQMD requirements, a Health Risk Assessment (HRA) is warranted when siting any new facilities that have the potential to generate Toxic Air Contaminants (TACs) within 1,000 feet of a residence or sensitive use (e.g., residence, school, park, hospital, etc.). The project is located within 1,000 feet of sensitive receptors (i.e., residences located approximately 740 feet to the north).

The project would generate TACs during construction and operations. Construction on-road trucks and off-road equipment exhaust as well as operational trucks and on-site equipment would generate diesel particulate matter (DPM) (a TAC) within 1,000 feet of existing sensitive receptors. Health risk impacts from potential construction and operational TACs will be addressed quantitatively. The quantitative impact analysis involves the following:
• Construction diesel particulate matter (DPM) emissions rates will be derived from on- and off-road emissions quantified in the Air Quality Assessment.
• Operational DPM sources during operations will be quantified based on CARB’s emissions factors and anticipated truck activity. DPM emissions will be based on the truck trip percentages and daily trip rates and fleet mix from the Transportation Impact Assessment and recommended by the SCAQMD.
• Construction and operational pollutant concentrations will be projected at the nearest sensitive receptors using the US EPA AERMOD dispersion modeling software.
• The modeled concentrations will be used to determine the increase in cancer risk, as well as the chronic and acute health impacts due to DPM exposure. The increased cancer risk and health hazard will be calculated following the methodology in the California Environmental Protection Agency’s Office of Environmental Health Hazard Assessment (OEHHA) Air Toxics Hot Spots Program Risk Assessment Guidelines - The Air Toxics Hot Spot Program Guidance Manual for Preparation of Health Risk Assessment.

The assessment will present background information on DPM and its health risks, the assumptions used for the modeling and modeling methodology and the results of the analysis.

Task 4.4: Historic Resources Assessment
The project would remove two buildings circa 1965 and 2003. Therefore, Kimley-Horn will prepare a Historical Resources Assessment for the circa 1965 building pursuant to CEQA. This task will be completed or overseen by a cultural resources management professional that meets the Secretary of Interior (SOI) Professional Qualifications for Archaeology, History, and Architectural History.

Research: Kimley-Horn’s cultural resources management staff will conduct a cultural/historical resources records search at the South Central Coastal Information Center (SCCIC) to determine if any previously recorded cultural resources are located within the project area or vicinity.

Staff will research geomorphology and land use history through applicable databases, historic aerials, and topographic maps. Staff will also review applicable literature, repositories, and databases for additional research of the cultural/historical sensitivity of the project area. Staff will also review the South Bay Area Plan Historic Context Statement to understand established historic contexts, if any, within the City of Gardena.

Field Survey: Staff will conduct a site visit to record the structure utilizing CA DPR 523 series forms. This scope also accounts for the evaluation of this resource, to include resource-specific research, for eligibility for listing in the California Register of Historical Resources (CRHR).

Report: A Historic Resources Assessment will be produced that will include sections for project description, project setting (environmental, cultural, historic context, etc.), methodology, results, and recommendations. This scope includes one round of revisions to the report. Any additional rounds of revision will require a scope/fee adjustment. The final report will be submitted to the SCCIC once deemed acceptable and final by the lead agency.

Task 4.5: Nosie Technical Analysis
Kimley-Horn will quantify both construction and operational noise levels. The analysis will examine whether the project noise would generate a substantial temporary or permanent increase in ambient noise levels in the project’s vicinity in excess of applicable standards. The following outlines our approach:
• Existing Conditions and Regulatory Setting. A site visit will be conducted, and short-term noise level measurements will be taken along the project area. Up to four short-term (10-minute) noise measurements and one long-term (approximately 24-hour) measurement will be taken at various locations to establish ambient noise levels at various land uses and areas in the project vicinity.

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Environmental Consulting Services: Terreno Industrial Center • Construction Noise. Noise impacts from construction sources will be analyzed based on the anticipated equipment to be used, length of a specific construction task, equipment power type (gasoline or diesel engine), horsepower, load factor, and percentage of time in use. The construction noise impacts will be evaluated in terms of maximum levels (Lmax) and hourly equivalent continuous noise levels (Leq) and the frequency of occurrence at adjacent sensitive locations. • Vibration. An analysis of construction vibration impacts will be based on the Federal Transit Administration’s (FTA’s) vibration analysis guidance. Analysis requirements will be based on the sensitivity of the area, specific construction activities, and Noise Ordinance specifications. The analysis will examine whether the project would generate excessive groundborne vibration. • Operational Noise. On-site noise generating activities will be addressed and analyzed for potential impacts to the adjacent uses and will be assessed against the applicable Land Use Noise and Compatibility Matrix and Interior/Exterior Noise Guidelines. Stationary noise sources will be quantitatively assessed. On- and off-site noise impacts from vehicular traffic will be assessed using the U.S.

FHWA Traffic Noise Prediction Model (FHWA-RD-77-108).

Task 4.0 Deliverables (for each): Draft and Final Technical Studies Task 5.0: CEQA Notices and State Clearinghouse Forms
Pursuant to AB 819, which took effect January 1, 2022, public agencies must submit all CEQA environmental documents to the State Clearinghouse (SCH) for publication to CEQAnet. Kimley-Horn will work with the City to obtain Submitter access to the CEQA Submit online platform. Kimley-Horn will complete the following CEQA Notices and SCH Forms for the project and file these along with the project’s CE to CEQAnet and the County Clerk on behalf of the City:
• SCH Notice of Completion (NOC), Environmental Document Transmittal, and OPR Summary Form, and NOE.

The Notices will be distributed to responsible, trustee, and interested agencies, community groups, and individuals. Distribution will be based upon a City-provided distribution list. This Scope excludes payment of California Department of Fish and Wildlife (CDFW) fees, if required.

Task 5.0 Deliverables (each): Document Transmittal, Summary Form, and NOE Task 6.0: Project Management and Meetings
Task 6.1: Project Management
Kimley-Horn will be responsible for project management, including overall project team coordination and supervision, and ongoing consultation with the City. Kimley-Horn will coordinate with technical and support staff, toward deliverable completion. This task assumes project management for a Class 2 CE and 6-month project duration. Should the project extend beyond this time, Kimley-Horn will provide additional project management on a time-and-materials basis.

Task 6.2: Meetings
Up to two Kimley-Horn staff will attend virtual and in-person meetings and hearings and represent the project team, as required. Per the RFP’s requirements, this task assumes the following:
• Up to 50 hours of virtual weekly standing meetings
• Attendance at up to three public hearings. (Kimley-Horn has assumed two staff and five hours per staff to prepare and attend public hearings and up to 30 hours.)
Should the City determine that additional meetings beyond the assumed are required, services will be provided on a time-and- materials (T&M) basis.

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Environmental Consulting Services: Terreno Industrial Center Optional Tasks
Should the City determine an IS to be the project’s appropriate CEQA document, or the technical studies find the project may result in a significant environmental effect, Kimley-Horn will perform the following tasks.

Task 7.0: Project Management and Meetings Augment
As noted in Tasks 6.1 and 6.2, should the project schedule be extended beyond the assumed duration, additional project management and meetings will be performed on a time-and-materials basis.

Task 8.0: Assembly Bill 52 Native American Communications Kimley-Horn will provide AB52 Native American consultation assistance, as directed by the City. Using the City’s California Native American tribal contacts list, Kimley-Horn will draft AB52 letters for City distribution. A request for consultation would require the City to enter a consultation process. Noticing results will be incorporated into the IS/MND. This Task excludes Kimley-Horn’s participation in the consultation process. Should the City require Kimley-Horn’s participation in the consultation process, Kimley-Horn will provide additional services on a T&M basis.

Task 8.0 Deliverables: AB52 Consultation Letters
Task 9.0: Additional Technical Studies
Task 9.1: Energy Analysis
Kimley-Horn will analyze the project’s energy implications pursuant to State CEQA Guidelines Section 15126.2(b) and Appendix F. The analysis will describe, where relevant, the project’s wasteful, inefficient, and unnecessary consumption of energy, if any. The analysis will evaluate energy consumption associated with short-term construction activities, long-term operations, buildings, and transportation-related energy during project construction and operation.

In addition to building code compliance, other relevant considerations may include, among others, the project’s size, location, orientation, equipment use and any renewable energy features that could be incorporated into the project (State CEQA Guidelines Section 15126.2(b)).

The project’s effects on local and regional energy supplies and on requirements for additional capacity will also be analyzed.

Task 9.2: VMT Screening
The City has adopted SB 743 thresholds and guidance regarding methodology (Fehr and Peers, 2020), which Kimley-Horn will use to screen the project for VMT impacts.

Kimey-Horn will conduct VMT screening for the project in consultation with the City to determine whether the project can be screened from a detailed VMT analysis. Kimley-Horn will document the results of the analyses in a brief TM. Kimley-Horn will prepare and submit an electronic copy to the City. This task does not include a quantitative VMT analysis (modeling required). If the City requires any quantitative VMT analysis, this will constitute additional effort.

Task 9.0 Deliverables: Draft and Final Technical Study
TASK 10.0: DRAFT IS/MND
Task 10.1: Administrative Draft IS/MND
Kimley-Horn will prepare an IS in accordance with Public Resources Code Sections 21080(c)-(e) and State CEQA Guidelines Sections 15060-15065. The IS will describe the project’s location, environmental setting/baseline conditions, and characteristics. The IS’ main body will consist of an environmental checklist and the supporting environmental analyses. Kimley-Horn will explain all responses and “No Impact” or “Less than Significant Impact responses will be supported by cited information sources. The responses will consider the whole action involved with the project: on- and off-site, project- and cumulative-level, direct and indirect, and short-term construction and long-term operational. The explanation of each issue will also identify the significance criteria or threshold used to evaluate each question. Preliminarily, it is assumed the IS will determine the project would not have a significant effect on the environment, and an MND would be required.

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Environmental Consulting Services: Terreno Industrial Center Upon IS completion, a conference call will be scheduled to communicate to the City preliminary environmental review findings and critical path items/issues. In consultation with and as directed by the City, Kimley-Horn will proceed with the Check Copy.

Task 10.2: Draft IS/MND Check Copy
Kimley-Horn will respond to one reconciled set of City comments on the Administrative Draft IS/MND. Kimley-Horn will provide the City with a redline copy that reflects the proposed edits and responds to the City’s comments on Admin Draft IS/MND, as a check copy for approval prior to finalizing/reproduction.

Task 10.0 Deliverables: Administrative Draft IS/MND, Draft IS/MND, Task 11.0: Responses to Public Review Comments, Final IS/MND, and Mitigation Monitoring and Reporting Program Task 11.1: Administrative Responses to Public Review Comments Kimley-Horn will respond to written comments received on the IS/MND during the public review period, and any additional comments raised during public hearings. Kimley-Horn will prepare responses to relevant environmental issues and incorporate these in the IS/MND. It is noted that the extent of public/agency comments that will result from the public review process is presently unknown. Kimley-Horn has budgeted conservatively, assuming a maximum of 20 hours for completion of the Administrative Responses to Public Review Comments. Should the level of comments and responses exceed the assumed effort, Kimley-Horn will provide additional services on a T&M basis. This task assumes no substantive issues requiring new analysis are received, and that no letters from outside law firms are received.

This task excludes public hearings/meetings during the public review period. Should the City determine that a public meeting is necessary during the public review period, Kimley-Horn will prepare for and attend on a T&M basis.

Task 11.2: Responses to Public Review Comments Completion Kimley-Horn will respond to one reconciled set of City comments on the Administrative Responses to Public Review Comments. Kimley-Horn will provide the City with a redline copy that reflects the proposed edits and responds to the City’s comments, and a check copy for approval prior to finalizing/reproduction.

Task 11.3: Final IS/MND
Once the Responses to Public Review Comments is finalized, Kimley-Horn will revise the IS in accordance with City staff direction and will prepare the Final IS/MND. Kimley-Horn has budgeted conservatively, assuming up to 10 hours for completion of the Final IS/MND. Should the level of IS updates exceed the assumed effort Kimley-Horn will provide additional services on a T&M basis. Kimley-Horn will provide the City with a check copy for approval prior to finalizing/reproduction.

Task 11.4: Mitigation Monitoring and Reporting Program (MMRP) Kimley-Horn will prepare a MMRP to be defined through working with the City to identify appropriate monitoring steps/procedures, to provide a basis for monitoring such measures during and upon project implementation. The MMRP Checklist will indicate the mitigation measure number, mitigation measure, monitoring milestone, method of verification (documentation, field checks, etc.), and a verification section for the initials of the verifying individual, date of verification, and pertinent remarks.

Task 11.0 Deliverables: Administrative Responses to Public Review Comments, Responses to Public Review Comments, Final IS/MND, Administrative MMRP , MMRP
Task 12.0: Additional CEQA Notices and State Clearinghouse Forms Kimley-Horn will complete the following additional CEQA Notices and SCH Forms for the project and file these along with the project’s IS/MND to CEQAnet and the County Clerk on behalf of the City:
• Notice of Intent (NOI)
• Public hearing notices (radius mailing and newspaper notices) • Notice of Determination (NOD)
The Notices will be distributed to responsible, trustee, and interested agencies, community groups, and individuals. Distribution will be based upon a City-provided distribution list. This Scope excludes payment of CDFW\ fees, if required.

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Environmental Consulting Services: Terreno Industrial Center Task 12.0 Deliverables (each): Draft and Final NOI, NOC, Document Transmittal, Summary Form, and NOD Proposed Project Schedule
We will provide our services as expeditiously as practicable with the goal of meeting the preliminary schedule outlined below. Opportunity may exist for accelerating the schedule, which would be verified with the City. This schedule is highly dependent on timely review and responses from City staff. If a separate review process by City third party CEQA reviewer or legal counsel is desired, the schedule and fee estimate may increase to allow for additional coordination and review/revision time.

Task Month
Project Kick-Off Meeting Month 1
Kimley-Horn Prepares Draft Project Description Month 1
Kimley-Horn Prepares Draft Technical Studies Months 2-3 City Reviews Draft Technical Studies Month 3
Kimley-Horn Prepares Final Technical Studies, CEQA Month 4 Planning Commission Hearing Month 5
City Council Hearing Month 6
Disclosure
Kimley-Horn does not have any previous work, direct or indirect, with the project proponent to disclose.

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Environmental Consulting Services: Terreno Industrial Center

COST PROPOSAL
Kimley-Horn has provided our cost proposal in a separate document.

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Environmental Consulting Services: Terreno Industrial Center

CONTRACT EXCEPTIONS
Kimley-Horn has reviewed the sample Agreement for Professional Services and would like to discuss the following modifications previously agreed upon with the City.

5. Timing of Performance. This is of the essence with respect to Consultant’s performance of the Services required by this Agreement.

Consultant shall diligently and timely pursue and complete the performance of the Services required of it by this Agreement as set forth in Exhibit A. Notwithstanding any other provisions of this Agreement, the Consultant shall not have liability for or be deemed in in breach because of delays caused by any factor outside of its reasonable control, including but not limited to natural disasters, adverse weather, pandemics, or acts of or failure to act by the City, third parties, or governmental agencies. City, in its sole discretion, may extend the time for performance of any Service.

23. Indemnity.

C. Consultant agrees to defend, indemnify, hold free and harmless the City, its elected officials, officers, agents, employees and volunteers, at Consultant’s sole expense, from and against any and all claims, actions, suits or other legal proceedings brought against the City, its elected officials, officers, agents, employees and volunteers to the extent arising out of the negligent performance of the Consultant, its employees, and/or authorized subcontractors, of the work undertaken pursuant to this Agreement. The defense obligation provided for hereunder shall apply without any advance showing of negligence or wrongdoing by the Consultant, its employees, and/or authorized subcontractors, but shall be required whenever any claim, action, complaint, or suit asserts as its basis the negligence, errors, omissions or misconduct of the Consultant, its employees, and/or authorized subcontractors., and/or whenever any claim, action, complaint or suit asserts liability against the City, its elected officials, officers, agents, employees and volunteers based upon the work performed by the Consultant, its employees, and/or authorized subcontractors under this Agreement, whether or not the Consultant, its employees, and/or authorized subcontractors are specifically named or otherwise asserted to be liable. Notwithstanding the foregoing, the Consultant shall not be liable for the defense or indemnification of the City for claims, actions, complaints or suits arising out of the sole negligence or willful misconduct of the City. This provision shall supersede and replace all other indemnity provisions contained either in the City’s specifications or Consultant’s Proposal, which shall be of no force and effect.

Docusign Envelope ID: E0B84571-97D8-4384-948B-6043854DAAB5 The entirety of this proposal, including text and images, is the property of Kimley-Horn and Associates, Inc., protected under US copyright law.

Copyright © 2024 Kimley-Horn and Associates, Inc.

CONTACT

JAMES THOMAS, CEP-IT
[email protected]
619.798.5658
1100 W Town and Coutry Road
Suite 700 Orange, CA 92868
www.kimley-horn.com
Docusign Envelope ID: E0B84571-97D8-4384-948B-6043854DAAB5 Task Fee (Lump Sum) Fee (Not to Exceed)

1.0 Project Description 1,800.00$

2.0 Class 2 Exemption Technical Memo 2,400.00$

3.0 Peer Review of Applicant-Prepared Technical Reports

3.1 Preliminary Geotechnical Investigation 5,200.00$

3.2 Phase I and Phase II Environmental Site Assessment 4,000.00$

4.0 Technical Reports

4.1 Air Quality Assessment 7,600.00$

4.2 Construction Greenhouse Gas Emissions 3,800.00$

4.3 Construction Health Risk Assessment 10,900.00$

4.4 Cultural Resources Assessment 6,700.00$

4.2 Noise Technical Analysis 6,000.00$

5.0 CEQA Notices Preparation 1,700.00$

6.0 Project Management and Meetings

6.1 Project Management (6 months) $ 4,500.00

6.2 Meetings $ 20,000.00
Expenses $ 1,500.00
50,100.00$ $ 26,000.00
Total Lump Sum
Task Fee (Not to Exceed)

6.0 Project Management and Meetings Augment (6 additional months)

6.1 Project Management Augment T&M

6.2 Meetings Augment T&M

7.0 AB52 Communications 2,080.00$

8.0 Technical Studies

8.1 Energy Analysis 4,005.00$

8.2 Vehicle Miles Travelled Assessment 2,700.00$

9.0 Draft IS/MND

9.1 Admin Draft ISMND No. 1 20,510.00$

9.3 Draft ISMND Check Copy 8,500.00$

10.0 Resp. to Comments, Final IS/MND, MMRP

10.1 Admin. Response to Comments $ 4,890*

10.2 Response to Comments Completion $ 2,595*

10.3 Final IS/MND 3,305.00$

10.4 MMRP 2,710.00$

11.0 CEQA Notices Preparation 2,420.00$
Expenses 1,300.00$
Total Additional Fee (Initial Study) 55,030.00$
*Should the effort on Tasks 10.1 and 10.2 be greater than scoped, additional effort would be billed on a time and materials basis.

Kimley-Horn will perform the services in Tasks 1-6 for the total lump sum fee above. Individual task amounts are informational only. All permitting, application, and similar project fees will be paid directly by the Client. Should the Client request Kimley-Horn to advance any such project fees on the Client’s behalf, a separate invoice for such fees, with a 15% markup, will be immediately issued to and paid by the Client.

City of Gardena
Terreno Industrial Center
$76,100.00
Fee and Expenses
Optional Fee and Expenses
Docusign Envelope ID: E0B84571-97D8-4384-948B-6043854DAAB5 Category/Title
Billing Rate $425 $370 $335 $280 $260 $230 $205 $180 $170 $155 Task 7 AB52 Communication 2 6 8 $ 2,080 Task 8 Technical Studies 5 6 6 8 4 29 $ 6,705

8.1 Energy Analyis 6 1 8 4 19 $ 4,005

8.2 Vehicle Miles Travelled Asessment 5 5 10 $ 2,700 Task 9 Draft IS/MND 28 4 10 28 21 25 116 $ 29,010

9.1 Admin Draft ISMND No. 1 20 4 10 4 20 25 83 $ 20,510

9.3 Draft ISMND Check Copy 8 24 1 33 $ 8,500 Task 10 Response to Comments, Final IS/MND, MMRP 10 28 11 9 58 $ 13,500

10.1 Admin. Response to Comments 3 15 3 21 $ 4,890

10.2 Responses to Comments Completion 2 5 4 11 $ 2,595

10.3 Final IS/MND 3 4 2 5 14 $ 3,305

10.4 MMRP 2 4 2 4 12 $ 2,710
Task 11 CEQA Notices Preparation 2 2 5 2 11 $ 2,420 TOTAL HOURS 42 5 6 4 10 70 40 43 2 222
Subtotal Labor: $17,850 $1,675 $1,680 $1,040 $2,300 $14,350 $7,200 $7,310 $310 $ 53,715 Sr.

Professional Il
Sr.

Professional I
City of Gardena
Terreno Industrial Center
Kimley-Horn and Associates, Inc.

Professional III Professional II Professional I Analyst III Analyst II Analyst I Support Staff

TOTAL HOURS TOTAL COST
Sr.

Professional III
Docusign Envelope ID: E0B84571-97D8-4384-948B-6043854DAAB5 kimley-horn.com 1100 W Town & Country Road, Suite 700, Orange, CA 92868 562-549-2200 BR00PUPRF.A.CCT
Hourly Labor Rate Schedule
Classification Rate
Analyst I $170
Analyst II $180
Analyst III $205
Professional I $230
Professional II $260
Professional III $280
Senior Professional I $335
Senior Professional II $370
Senior Professional III $425
Senior Technical Support $210
Technical Support $140
Support Staff $155
Effective through June 30, 2027. Subject to annual adjustment thereafter.

Internal Reimbursable Expenses will be charged at 5% of Labor Billings.

External Reimbursable Expenses will be charged at 10% mark-up, or per the Contract.

Sub-Consultants will be billed per the Contract.

Docusign Envelope ID: E0B84571-97D8-4384-948B-6043854DAAB5 City of Gardena
Gardena City Council Meeting

AGENDA REPORT SUMMARY
Agenda Item No. 15.A
Section: DEPARTMENTAL

ITEMS - POLICE
Meeting Date: December 17,
2024

TO: THE HONORABLE MAYOR AND MEMBERS OF THE GARDENA CITY COUNCIL AGENDA TITLE:

Authorization to Award a Two-Year Video Policing System Camera Maintenance and Repair Contract to DataGear, Inc. in the Amount Not to Exceed $430,000.

COUNCIL ACTION REQUIRED:

Staff Recommendation: Authorize and execute a two-year contract for the Video Policing System Camera Maintenance and Repair to DataGear, Inc. It is further recommended that Council authorize the Mayor and City Clerk to execute the contract which has been
approved as to form by the City Attorney
RECOMMENDATION AND STAFF SUMMARY:

It is respectfully recommended that the City Council approve a two-year (with optional one- year extension) Video Policing System Camera Maintenance contract to DataGear, Inc.

After an extensive Request for Information (RFI) and Request for Proposals (RFP) process, the City contracted with Federal Network Services, Inc., DBA Leverage Information Systems (Leverage) in May 2010 to design, install, and maintain the video policing system. Leverage then went on to modernize and upgrade the video system at GTrans in 2012. As a result, the Police Department and GTrans share a unified camera system that ensures greater safety and accountability for our staff and community. Since the installations by Leverage, the City has had two different contractors who provided camera and system maintenance: Convergint Technologies (from 2015-2019) and DataGear, Inc. (2019-present). During the last contract term with DataGear, DataGear completely updated the camera system at GTrans, added additional cameras at Rowley Park and traffic intersections, and modernized backbone infrastructure at the Police Department. The last contract with DataGear has now expired.

Since camera and system maintenance is so critical to the operation of the Video Policing System, Staff decided it would be in the best interest of the City to obtain proposals to ensure that the City is contracting with the lowest responsible bidder. A Request for Proposals (RFP) was released in September 2024. Staff published a notice to bidders in the Gardena Valley News and published the Request for Proposals (RFP) on PlanetBids. Only one company attended the mandatory pre-bid conference and submitted a proposal: DataGear, Inc.

This new contract will be for any repairs that might be needed at GTrans and repairs/replacements for the cameras and backbone infrastructure equipment maintained by the Police Department. This includes all cameras throughout the parks, intersections, city campus, and jail.

Based on the evaluation of the proposal submitted by DataGear, Inc. and the fact that Staff has been satisfied with the
service provided by DataGear, Inc., it is recommended that the contract be awarded to DataGear, Inc.

DataGear has been in business for over 20 years and has worked with numerous municipalities and government agencies, such as the City of Anaheim, Port of Long Beach Security Division, Port of Savannah, and Port of Oakland. DataGear is certified with many of the components the City’s system utilizes, such as being a Siklu Certified Partner, Firetide Certified Partner, Motorola Certified Partner, and more. The team that DataGear will deploy to work with Gardena’s system is experienced and certified to meet the needs of the contract.

DataGear has also committed to meet the response times that the City has requested for calls for service.

FINANCIAL IMPACT/COST:

GTrans has allocated $15,000 per year of this contract, totaling $30,000 for the two-year agreement. The
Police Department has allocated $200,000 per year of this contract, totaling $400,000. Therefore, the total
cost of the two-year agreement shall not exceed $430,000. The Police Department portion, is/will be included within the General Fund Budgets for Fiscal Years 2024-2025, 2025-2026 and 2026-2027.

ATTACHMENTS:

Gardena-Data Gear Contract, Exhibits A and B.pdf

APPROVED:
___________________________________
Clint Osorio, City Manager

AGREEMENT BETWEEN

THE CITY OF GARDENA
AND
DATAGEAR, INC.

This contract, hereinafter referred to as Agreement is entered into this 17th day of December, 2024, by and between THE CITY OF GARDENA (“City”) and DATAGEAR, INC, a California corporation (“Consultant”). Based on the mutual promises and covenants contained herein, the Parties hereto agree, as follows.

1. Recitals.

A. Whereas, City requires the services of a professional to design, sell, install, repair and maintain the Video Policing System; and

B. Whereas, Consultant has represented that it is qualified by virtue of experience, training, education and expertise to provide these services; and

C. Whereas, City has determined that the public interest, convenience and necessity require the execution of this Agreement.

D. WHEREAS, no official or employee of City has a financial interest, within the provisions of sections 1090 -1092 of the California Government Code, in the subject matter of this Agreement.

2. Services.

A. Consultant agrees to provide the professional services described in the City’s Request for Proposals (RFP) and any associated addendum, attached hereto as Exhibit “A” and Consultant’s Response to City’s RFP (“Consultant’s Proposal”), attached hereto as Exhibit “B”, both incorporated herein by this reference (“Services”).

B. The Services shall be performed in accordance with the Project Schedule set forth in Exhibit B. Consultant shall not be liable for any failure or delay in furnishing proposed Services resulting from fire, explosion, flood, storm, Act of God, governmental acts, orders or regulations, hostilities, civil disturbances, strikes, labor difficulties, difficulty in obtaining parts, supplies, or shipping facilities, inability to obtain or delays in obtaining suitable material or facilities required for performance, temporary unavailability of qualified personnel, failure by City to provide appropriate access to equipment or personnel, or other causes beyond Consultant’s reasonable control.

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3. Additional Services. If City determines that additional Services are required to be provided by Consultant in addition to the Services set forth above, City shall authorize Consultant to perform such additional Services in writing (“Additional Services”). Such Additional Services shall be specifically described and approved by City in writing prior to the performance thereof. Consultant shall be compensated for such Additional Services in accordance with the amount agreed upon in writing by the Parties. No compensation shall be paid to Consultant for Additional Services which are not specifically approved by City in writing.

4. Consultant’s Proposal. This Agreement shall include Consultant’s proposal or bid which is incorporated herein as Exhibit B. In the event of any inconsistency between the terms of the proposal and this Agreement, this Agreement shall govern.

5. Timing of Performance. Time is of the essence with respect to Consultant’s performance of the Services required by this Agreement. Consultant shall diligently and timely pursue and complete the performance of the Services required of it by this Agreement as set forth in Exhibit A. City, in its sole discretion, may extend the time for performance of any Service.

6. Compensation. Compensation for the Services shall be billed as set forth in Exhibit B, attached hereto. The Compensation is inclusive of all costs that may be incurred by Consultant in performance of the Services, including but not limited to such items as travel, copies, delivery charges, phone charges, and facsimile charges, unless otherwise. In no event shall compensation under this Agreement exceed FOUR HUNDRED THIRTY THOUSAND and 00/00 ($430,000.00) without the prior written authorization of the City Council.

7. Term of Agreement/Termination. This Agreement shall commence on the Effective Date and continue for a period of two (2) years, ending on December 17, 2026, unless previously terminated as provided herein or as otherwise agreed to in writing by the parties.

This Agreement may be extended by one [1] additional one [1] year period upon mutual written agreement of both parties.

A. This Agreement shall be effective as of the date of execution by the City and shall remain in effect until all Services are completed or until terminated as provided for herein.

B. City may terminate this Agreement without cause by providing written notice to Consultant not less than ten days prior to an effective termination date. City’s only obligation in the event of termination will be payment of fees and allowed expenses incurred up to and including the effective date of termination.

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C. Unless for cause, Consultant may not terminate this Agreement. If Consultant is terminating this Agreement for cause, it must provide the City with thirty (30) days written notice.

D. Upon receipt of a termination notice, Consultant shall: (1) promptly discontinue all Services, unless the notice directs otherwise; and (2) within ten (10) days, deliver to City all files, data, reports, estimates, summaries, and such other information and materials as may have been accumulated or prepared to date by Consultant in performing the Services under this Agreement, whether completed or in progress. Consultant shall provide these documents by both hard copy and in electronic format if available. In the event of termination for other than cause attributable to Consultant, Consultant shall be entitled to reasonable compensation for the Services it performs up to the date of termination and shall be deemed released from liability for any work assigned but not completed as of the effective date of termination.

8. Agreement Administrator. For purposes of this Agreement, City designates Chief Mike Saffell or designee as the Agreement Administrator who shall monitor Consultant’s performance under this Agreement. Consultant shall be notified in writing of any deficiency in the performance of this Agreement in a timely manner by Agreement Administrator.

Consultant shall have five (5) business days from receipt of the notification to cure any deficiency to the reasonable satisfaction of the Agreement Administrator. All costs for such corrections shall be borne by Consultant and shall not increase Consultant’s fees due hereunder. Should the Agreement Administrator determine that Consultant has not performed its obligation as stated in this Agreement in a satisfactory manner, City may terminate this Agreement for cause as specified in Section- Term of Agreement/Termination. All notices, invoices or other documents shall be addressed to the Agreement Administrator, as well as all substantive issues relating to this contract. City reserves the right to change this designation upon written notice to Consultant.

9. Invoices and Payments.

A. Payment shall be made upon receipt and approval of invoices for Services rendered. In order for payment to be made, Consultant’s invoice must include an itemization as to the services rendered, date(s) of service, direct and/or subcontract costs, and be submitted on an official letterhead or invoice with Consultant’s name, address, and telephone number referenced.

B. The Agreement Administrator shall review the invoices to determine whether services performed and documents submitted are consistent with this Agreement. Payment shall be made within forty-five (45) days following receipt of the invoice or the Agreement Administrator shall provide Consultant with a written statement objecting to the charges and stating the reasons therefore.

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C. Payment by City under this Agreement shall not be deemed a waiver of defects, even if such defects were known to City at the time of payment.

10. Records/Audit.

A. Consultant shall be responsible for ensuring accuracy and propriety of all billings and shall maintain all supporting documentation for a minimum of three (3) years from the completion date of the Services under this agreement the following records:

1. All accounts and records, including personnel, property and financial, adequate to identify and account for all costs pertaining to this Agreement and assure proper accounting for all funds;

2. Records which establish that Consultant and any subconsultant who renders Services under this Agreement are in full compliance with the requirements of this Agreement and all federal, state and local laws and regulations

3. Any additional records deemed necessary by City to assume verification of full compliance with this Agreement.

B. City shall have the right to audit Consultant’s invoices and all supporting documentation for purposes of compliance with this Agreement for a period of three years following the completion of Services under this Agreement.

C. Upon reasonable notice from City or any other governmental agency, Consultant shall cooperate fully with any audit of its billings conducted by, or of, City and shall permit access to its books, records and accounts as may be necessary to conduct such audits.

11. Successors and Assignment. This Agreement covers professional services of a specific and unique nature. Except as otherwise provided herein, Consultant shall not assign or transfer its interest in this Agreement or subcontract any services to be performed without amending this Agreement. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto.

12. Change in Name, Ownership or Control. Consultant shall notify the Agreement Docusign Envelope ID: A67B1314-1BB8-4CC5-86E4-2DBBAA5AE6F3 Page | 5

Administrator, in writing, of any change in name, ownership or control of Consultant’s firm or subconsultant. Change of ownership or control of Consultant’s firm may require an amendment to the Agreement.

13. Key Personnel. City has relied upon the professional training and ability of Consultant to perform the Services hereunder as a material inducement to enter into this Agreement.

Consultant shall provide properly skilled professional and technical personnel to perform all Services under this Agreement. In the event that City, in its sole discretion, at any time during the Agreement, desires the removal of any person or persons assigned by Consultant to perform Services pursuant to this Agreement, Consultant shall remove any such person immediately upon receiving notice from City.

14. Performance By Consultant. Consultant shall maintain or exceed the level of competency presently maintained by other similar practitioners in the State of California, for professional and technical soundness, accuracy and adequacy of all work, advice and material furnished under this Agreement.

15. Use of Materials.

A. City shall make available to Consultant such materials from its files as may be required by Consultant to perform Services under this Agreement. Such materials shall remain the property of City while in Consultant’s possession. Upon termination of this Agreement and payment of outstanding invoices of Consultant, or completion of work under this Agreement, Consultant shall return to City any property of City in its possession and any calculations, notes, reports, electronic files, or other materials prepared by Consultant in the course of performance of this Agreement.

B. City may utilize any material prepared or work performed by Consultant pursuant to this Agreement, including computer software, in any manner, which City deems proper without additional compensation to Consultant. Consultant shall have no responsibility or liability for any revisions, changes, or corrections made by City, or any use or reuse pursuant to this paragraph unless Consultant accepts such responsibility in writing.

16. Nonuse of Intellectual Property of Third Parties. Consultant shall not use, disclose or copy any intellectual property of any third parties in connection with work carried out under this Agreement, except for intellectual property for which Consultant has a license. Consultant shall indemnify and hold City harmless against all claims raised against City based upon allegations that Consultant has wrongfully used intellectual property of others in performing work for City, or that City has wrongfully used intellectual property developed by Consultant pursuant to this Agreement.

17. Ownership of Work Product. All documents or other information created, developed, or received by Consultant shall, for purposes of copyright law, be deemed works made for hire for Docusign Envelope ID: A67B1314-1BB8-4CC5-86E4-2DBBAA5AE6F3 Page | 6

City by Consultant and shall be the sole property of City. Consultant shall provide City with copies of these items upon demand, and in any event, upon termination of this Agreement.

18. Confidentiality Clause. Consultant acknowledges that some of the material and information that may come into its possession or knowledge in connection with this Agreement or its performance may consist of information that is exempt from disclosure to the public or other unauthorized persons under either state or federal statutes ("Confidential Information").

Confidential Information includes, but is not limited to, names, addresses, Social Security numbers, e-mail addresses, telephone numbers, financial profiles, credit card information, driver's license numbers, medical data, law enforcement records, agency source code or object code, agency security data, or information identifiable to an individual that relates to any of these types of information. Consultant agrees to hold Confidential Information in strictest confidence and not to make use of Confidential Information for any purpose other than the performance of this Agreement, to release it only to authorized employees or Sub-consultants requiring such information for the purposes of carrying out this Agreement, and not to release, divulge, publish, transfer, sell, disclose, or otherwise make the information known to any other party without City's express written consent or as provided by law. Consultant agrees to release such information or material only to employees or Sub-consultants who have signed a nondisclosure agreement, the terms of which have been previously approved by City.

Consultant agrees to implement physical, electronic, and managerial safeguards to prevent unauthorized access to Confidential Information.

"Personal information" including, but not limited to, "Protected Health Information" (PHI) under Health Insurance Portability And Accountability Act (HIPAA), individuals' names, addresses, phone numbers, birth dates, and social security numbers collected, used, or acquired in connection with this Agreement shall be protected against unauthorized use, disclosure, modification or loss.

HIPAA establishes national minimum standards for the use and disclosure of certain health information. The Consultant must comply with all HIPAA requirements and rules when determined applicable by the City. If City determines that (1) City is a "covered entity" under HIPAA, and that (2) Consultant will perform "business associate" services and activities covered under HIPAA, then at City's request, Consultant agrees to execute City's Agreement in compliance with HIPAA.

Consultant shall ensure its directors, officers, employees, Sub-consultants or agents use personal information solely for the purposes of accomplishing the services set forth herein.

Consultant and its Sub-consultants agree not to release, divulge, publish, transfer, sell or otherwise make known to unauthorized persons personal information without the express written consent of the City or as otherwise required by law.

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Any breach of this provision may result in termination of the Agreement and demand for return of all personal information. Moreover, Consultant will indemnify and hold the City harmless from and against all losses and damages resulting from any unauthorized or improper disclosure, dissemination or use of the information as a result, in whole or in part, of Consultant’s action or inaction.

19. Legal Requirements.

A. Consultant shall secure and maintain all licenses or permits required by law, including a City business license, and shall comply with all ordinances, laws, orders, rules, and regulations pertaining to the work.

B. Consultant warrants that it shall perform the Services required by this Agreement in compliance with all applicable Federal and California employment laws, including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers’ compensation insurance and safety in employment; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. Consultant shall indemnify and hold harmless City from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description including attorneys’ fees and costs, presented, brought, or recovered against City for, or on account of any liability under any of the above-mentioned laws, which may be incurred by reason of Consultant’s performance under this Agreement.

C. Consultant covenants that there shall be no discrimination based upon race, color, creed, religion, sex, marital status, age, handicap, national origin or ancestry, or any other category forbidden by law in performance of this Agreement.

20. Conflict of Interest and Reporting.

A. Consultant shall at all times avoid conflicts of interest or the appearance of a conflict of interest in the performance of this Agreement. If required, Consultant shall comply with the City’s Conflict of Interest reporting requirements. Consultant understands that pursuant to Gardena Municipal Code sections 2.24.020H and 2.24.025G, it is forbidden to make any contribution to a candidate or committee of a candidate for a municipal office of the City, or to an officeholder, until the completion of Services to be performed under this Agreement.

B. Consultant and its representatives shall refrain from lobbying City of Gardena officials, employees and representatives for the duration of this Agreement.

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21. Guarantee and Warranty. Consultant warrants to City that the material, analysis, data, programs and Services to be delivered or rendered hereunder will be of the kind and quality designated and will be performed by qualified personnel. Without waiver of City’s other rights or remedies, City may require Consultant to re-perform any of said Services, which were not performed in accordance with these standards. Consultant shall perform the remedial Services at its sole expense.

22. Insurance.

A. Commencement of Work. Consultant shall not commence work under this Agreement until it has obtained City approved insurance. Before beginning work hereunder, during the entire period of this Agreement, for any extensions hereto, and for periods after the end of this Agreement as may be indicated below, Consultant must have and maintain in place all of the insurance coverage required in this Section. Consultant’s insurance shall comply with all items specified by this Agreement. Any subcontractors shall be subject to all of the requirements of this Section and Consultant shall be responsible to obtain evidence of insurance from each subcontractor and provide it to City before the subcontractor commences work. Alternatively, Consultant’s insurance may cover all subcontractors.

B. Insurance Company Requirements. All insurance policies used to satisfy the requirements imposed hereunder shall be issued by insurers admitted to do business in the State of California. Insurers shall have a current Best’s rating of not less than A-:VII, unless otherwise approved by City.

C. Coverage, Limits and Policy Requirements. Consultant shall maintain the types of coverage and limits indicated below:

1. Commercial General Liability Insurance - a policy for occurrence coverage for bodily injury, personal injury and property damage, with coverage at least as broad as Insurance Services Office Form CG 00 01, with no special limitations affecting City. The limit for all coverage under this policy shall be no less than one million dollars ($1,000,000.00) per occurrence.

2. Commercial Auto Liability Insurance - a policy with coverage at least as broad as Insurance Services Office form CA 0001, including Symbol 1 (any auto) with no special limitations affecting City. The limit for bodily injury and property damage liability shall be no less than one million dollars ($1,000,000.00) per accident.

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3. Policy Requirements. The policies set forth above shall comply with the following, as evidenced by the policies or endorsements to the policies:

a. The City, its appointed and elected officers, employees, agents and volunteers shall be added as additional insured to the policy.

b. The insurer shall agree to provide City with thirty (30) days prior written notice, return receipt requested, of any cancellation, non-renewal or material change in coverage.

c. For any claims with respect to the Services covered by this Agreement, Consultant’s insurance coverage shall be primary insurance as respects the City, its elected and appointed officers, employees, agents and volunteers. Any insurance or self- insurance maintained by the City, its elected and appointed officers, employees, agents and volunteers shall be excess of Consultant’s insurance and shall not contribute with it.

4. Worker’s Compensation and Employer’s Liability Insurance - a policy which meets all statutory benefit requirements of the Labor Code, or other applicable law, of the State of California. The minimum coverage limits for said insurance shall be no less than one million dollars per claim. The policy shall be issued by an insurance company which is admitted to do business in the State of California and shall contain a clause that the policy may not be canceled without thirty (30) days prior written notice, return receipt requested, is mailed to City.

5. Professional Errors & Omissions - a policy with minimum limits of one million dollars ($1,000,000.00) per claim and aggregate. This policy shall be issued by an insurance company which is admitted to do business in the State of California and Consultant shall contain a clause that the policy may not be canceled until thirty (30) days written notice, return receipt requested, is mailed to City.

D. Additional Requirements. The procuring of such required policies of insurance shall not be construed to limit Consultant’s liability hereunder or to fulfill the indemnification provisions and requirements of this Agreement. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. City shall notify Consultant in writing of changes in the insurance requirements. If Consultant does not deposit copies of acceptable insurance policies or endorsements with City incorporating such changes within sixty (60) days of receipt of such notice, Consultant shall be deemed in default hereunder.

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E. Deductibles. Any deductible or self-insured retention over $25,000 per occurrence must be declared to and approved by City. Any deductible exceeding an amount acceptable to City shall be subject to the following changes: either the insurer shall eliminate or reduce such deductibles or self-insured retentions with respect to City, its officers, employees, agents and volunteers (with additional premium, if any, to be paid by Consultant); or Consultant shall provide satisfactory financial guarantee for payment of losses and related investigations, claim administration and defense expenses.

F. Verification of Compliance. Consultant shall furnish City with original policies or certificates and endorsements effecting coverage required by this Agreement. The endorsements are to be signed by a person authorized by the insurer to bind coverage on its behalf. All endorsements are to be received and approved by City before work commences.

Not less than fifteen (15) days prior to the expiration date of any policy of insurance required by this Agreement, Consultant shall deliver to City a binder or certificate of insurance with respect to each renewal policy, bearing a notation evidencing payment of the premium therefore, or accompanied by other proof of payment satisfactory to City. Consultant shall provide full copies of any requested policies to City within three (3) days of any such request by City.

G. Termination for Lack of Required Coverage. If Consultant, for any reason, fails to have in place, at all times during the term of this Agreement, including any extension hereto, all required insurance and coverage, City may immediately obtain such coverage at Consultant’s expense and/or terminate this Agreement.

23. Indemnity.

A. Consultant assumes all risk of injury to its employees, agents, and contractors, including loss or damage to property.

B. Consultant agrees to defend, indemnify, hold free and harmless the City, its elected officials, officers, agents, employees and volunteers, at Consultant’s sole expense, from and against any and all claims, actions, suits or other legal proceedings brought against the City, its elected officials, officers, agents, employees and volunteers arising out of the performance of the Consultant, its employees, and/or authorized subcontractors, of the work undertaken pursuant to this Agreement. The defense obligation provided for hereunder shall apply without any advance showing of negligence or wrongdoing by the Consultant, its employees, and/or authorized subcontractors, but shall be required whenever any claim, action, complaint, or suit asserts as its basis the negligence, errors, omissions or misconduct of the Consultant, its employees, and/or authorized subcontractors, and/or whenever any Docusign Envelope ID: A67B1314-1BB8-4CC5-86E4-2DBBAA5AE6F3 Page | 11

claim, action, complaint or suit asserts liability against the City, its elected officials, officers, agents, employees and volunteers based upon the work performed by the Consultant, its employees, and/or authorized subcontractors under this Agreement, whether or not the Consultant, its employees, and/or authorized subcontractors are specifically named or otherwise asserted to be liable. Notwithstanding the foregoing, the Consultant shall not be liable for the defense or indemnification of the City for claims, actions, complaints or suits arising out of the sole negligence or willful misconduct of the City. This provision shall supersede and replace all other indemnity provisions contained either in the City’s specifications or Consultant’s Proposal, which shall be of no force and effect.

C. No official, employee, agent or volunteer of City shall be personally liable for any default or liability under this Agreement.

24. Independent Contractor. Consultant agrees to furnish consulting services in the capacity of an independent contractor and neither Consultant nor any of its employees shall be considered to be an employee or agent of City.

25. PERS Eligibility Indemnification. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing Services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.

26. Notices. Any notice or communication given under this Agreement shall be effective when deposited, postage prepaid, with the United States Postal Service and addressed to the contracting parties. Name, address, telephone and facsimile numbers of the parties are as follows:

City of Gardena:
1700 West 162nd Street
Gardena, California 90247-3732
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Attn: Mike Saffell
Title: Chief
Email: [email protected]
Telephone: (310) 217-9601

Consultant: DataGear, Inc.
500 West Dyer Road
Santa Ana, California 92707
Attn: Lee Coffey
Email: [email protected]
Telephone: (714) 556-5055

Either party may change the information to which notice or communication is to be sent by providing advance written notice to the other party.

27. Severability. If any provision of this Agreement shall be held illegal, invalid, or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid, and enforceable, and the legality, validity, and enforceability of the remaining provisions shall not be affected thereby.

28. Jurisdiction and Venue. This Agreement shall be deemed a contract under the laws of the State of California and for all purposes shall be interpreted in accordance with such laws.

Both parties hereby agree and consent to the exclusive jurisdiction of the courts of the State of California and that the venue of any action brought hereunder shall be Los Angeles County, California.

29. Waiver. No delay or failure by either Party to exercise or enforce at any time any right or provision of this Agreement shall be considered a waiver thereof or of such Party’s right thereafter to exercise or enforce each and every right and provision of this Agreement. To be valid a waiver shall be in writing but need not be supported by consideration. No single waiver shall constitute a continuing or subsequent waiver.

30. Electronic Signatures. The parties hereby acknowledge and agree that electronic records and electronic signatures, as well as facsimile signatures, used in connection with the execution of this Agreement and electronic signatures, facsimile signatures or signatures transmitted by electronic mail in so-called pdf format shall be legal and binding and shall have the same full force and effect as if a paper original of this Agreement had been delivered and had been signed using a handwritten signature. City and Consultant (i) agree that an electronic signature, whether digital or encrypted, of a party to this Agreement is intended to authenticate this writing and to have the same force and effect as a manual signature, (ii) intend to be bound by the signatures (whether original, faxed or electronic) on any document sent or delivered by facsimile or, electronic mail, or other electronic means, (iii) are aware that the other party will reply on such signatures, and (iv) hereby waive any defenses to the enforcement of the terms of this Agreement based on the foregoing forms of signature. If this Agreement has been executed by electronic signature, all parties executing this document are expressly consenting under the United States Federal Electronic Signatures in Global and Docusign Envelope ID: A67B1314-1BB8-4CC5-86E4-2DBBAA5AE6F3 Page | 13

National Commerce Act of 2000 ("E-SIGN") and California Uniform Electronic Transactions Act ("UETA")(Cal. Civ. Code § 1633.1, et seq.), that a signature by fax, email or other electronic means shall constitute an Electronic Signature to an Electronic Record under both E-SIGN and UETA with respect to this specific transaction.

31. Joint Drafting. Each party acknowledges that it has had an adequate opportunity to review each and every provision in this Agreement and to submit the same to counsel and other consultants for review and comment and that the parties jointly drafted this Agreement.

No provision of this Agreement or any Assignment shall be construed more strictly against one party than the other party by reason that one or the other party proposed, drafted or modified such provision or any other existing or proposed provision.

32. Public Records Act Disclosure. Consultant has been advised and is aware that this Agreement and all reports, documents, information and data, including, but not limited to, computer tapes, discs or files furnished or prepared by Consultant, or any of its subcontractors, pursuant to this Agreement and provided to City may be subject to public disclosure as required by the California Public Records Act (California Government Code section 7920.000 et seq.). Exceptions to public disclosure may be those documents or information that qualify as trade secrets, as that term is defined in the California Government Code section 7924.510, and of which Consultant informs City of such trade secret. The City will endeavor to maintain as confidential all information obtained by it that is designated as a trade secret. The City shall not, in any way, be liable or responsible for the disclosure of any trade secret including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the Court.

33. Authority to Execute. The persons executing this Agreement on behalf of the parties warrant that they are duly authorized to execute this Agreement.

34. Attorney’s Fees. In the event that legal action is necessary to enforce the provisions of this Agreement, or to declare the rights of the parties hereunder, the parties agree that the prevailing party in the legal action shall be entitled to recover attorney’s fees and court costs from the opposing party.

35. Section Headings. The Section headings used in this Agreement are for reference purposes only and shall have no binding effect.

36. Entire Agreement. This Agreement contains the entire understanding between City and Consultant. Any prior agreement, promises, negotiations or representations not expressly set forth herein are of no force or effect. Subsequent modifications to this Agreement shall be effective only if in writing and signed by both parties. This Agreement may be signed by the parties hereto in separate counterparts, including both counterparts that are executed on paper and counterparts that are in the form of electronic signatures. Electronic signatures include facsimile or email electronic signatures. Each executed counterpart shall be deemed an original. All counterparts, taken together, constitute the executed Agreement.

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IN WITNESS WHEREOF, the parties have hereunto affixed their names as of the day and year written below.

“City” “Consultant”
City of Gardena DataGear, Inc.

By: _______________________ By: _______________________________ Tasha Cerda, Mayor Lee M. Coffey, President

Date: _______________ Date: __________________

ATTEST:

Mina Semenza, City Clerk

APPROVED AS TO FORM:

Carmen Vasquez, City Attorney
Docusign Envelope ID: A67B1314-1BB8-4CC5-86E4-2DBBAA5AE6F3 12/4/2024

REQUEST FOR PROPOSALS FOR VIDEO POLICING SYSTEM MAINTENANCE AND REPAIR PROPOSALS DUE: OCTOBER 10, 2024 at 12:00PM PST Docusign Envelope ID: A67B1314-1BB8-4CC5-86E4-2DBBAA5AE6F3 Page | 2
A) Notice of Request for Proposals The City of Gardena is releasing this Request for Proposals (RFP) from qualified CONTRACTORS to establish an agreement for a two (2) year period for a time for Video Policing System Maintenance and Repair. This contract has an optional one (1) year extension, for a total of up to three (3) year agreement. A copy of the RFP may be obtained from Planet Bids and the City of Gardena website at www.cityofgardena.org. The City reserves the right to reject any and all proposals. B) Purpose and Description of Services The City of Gardena (City) is seeking the services of a CONTRACTOR to provide ongoing maintenance and repair services for a video policing camera system located within the city limits of Gardena, California. The existing Video Policing System is comprised of: - 22 cameras located in the City Campus, which includes multiple City buildings such as the Police Department, Nakaoka Community Center, and more - 37 cameras located in the Police Department jail - 19 cameras throughout the six (6) parks - 29 cameras in traffic intersections - 114 (estimated) cameras at GTrans The system is comprised of both wireless and hard-wired (fiber) technology. This Request for Proposal also includes maintaining the backbone infrastructure and the desktop workstations where the cameras are monitored. This award may also include the maintenance of a primary command center and a secondary command center with smart TV’s. The traffic intersection cameras also have equipment at those locations which serve as the wireless infrastructure (hops) to transmit the video feed back to the Police Department. All equipment that is used to transmit the wireless signal from the traffic intersection locations back to the Police Department fall under the scope of this RFP. The Transportation Department, GTrans, is currently installing its new camera system in and around its facility. Once complete, GTrans estimates 114 cameras and seven (7) viewing stations, which will be included in the award for this Request for Proposal. The successful Contractor will be required to provide the maintenance to all existing and new equipment at GTrans and allow for viewing capabilities of this video at both GTrans and Police Department. This project will be awarded to a successful CONTRACTOR who will be responsible for the ongoing support of the camera system described within this Request for Proposal. A successful CONTRACTOR will demonstrate system support and maintenance capabilities with an office and permanent technical support staff capable of responding to the City within the times Docusign Envelope ID: A67B1314-1BB8-4CC5-86E4-2DBBAA5AE6F3 Page | 3
specified in Attachment A: Scope of Work. Respondents to this RFP should demonstrate knowledge and expertise in microwave communications and camera system design. The successful CONTRACTOR will be awarded a two (2) year agreement with the City, with an option to extend for an additional one (1) year. City may terminate any agreement with 60 days written notice. CONTRACTOR shall provide all labor, tools, materials, equipment, non-consumable supplies, transportation, and every other item of expense necessary to provide maintenance of the Video Policing System that is located at Gardena Police Department, 1718 West 162nd Street, Gardena, CA 90247 and GTrans, 13999 South Western Avenue, Gardena, CA 90249. Bidders must refer to “Attachment A: Scope of Work” for complete description of services. C. PREVAILING WAGE REQUIREMENTS Installation, maintenance, and repair services provided under this contract are subject to the minimum wage requirements of California Labor Code 1771. CONTRACTOR and its subcontractors shall pay not less than the minimum as determined by the State Department of Industrial Relations’ latest issue of the Director’s General Prevailing Wage Determination at the time of the bid release, which are available at the California Department of Industrial Relations' Internet web site at http://www.dir.ca.gov/oprl/DPreWageDetermination.htm. Future effective general prevailing wage rates, which have been predetermined and are on file with the California Department of Industrial Relations are referenced but not printed. Contractor Registration All contractors and subcontractors that shall perform work under this contract must be registered with the DIR pursuant to Labor Code section 1725.5 to submit a bid, be listed on a bid, or engage in the performance of work for this project, with the exception that an unregistered contractor that has submitted a bid authorized by Business and Professions Code Section 7029.1 or Public Contract Code Section 20103.5 shall not be in violation of the law and shall be eligible for award so long as the contractor is registered at the time the contract is awarded. City shall not accept a bid or enter into a contract without proof of registration for both contractors and subcontractors. Certified Payroll Requirements Contractor must submit certified payroll reports to the DIR electronically each week in a format prescribed by the Labor Commissioner that contains not less than the information set out in Labor Code Section 1776. Unless another verification form is required by the Labor Commissioner, each payroll record must be verified using the verification form set out in the regulations implementing Labor Code Section 1776. [See Title 8, California Code of Regulations, Section 16401]. Contractor is responsible for submission of copies of payroll records of all subcontractors.

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D) Bidder Minimum Qualifications The following requirements shall be the minimum standards for a CONTRACTOR to be considered as qualified to provide services under this contract, and shall be a prerequisite to any award: The CONTRACTOR shall have experience and certification in designing, selling, installing, maintaining and repairing of an IndigoVision Video Surveillance Systems (IVSS) and Milestone Video Surveillance Systems in an enterprise environment for a minimum of at least three (3) consecutive years as of release date of this RFP. The CONTRACTOR must be a certified IndigoVision and Milestone integrator and have a minimum of two references in their portfolio that use an IndigoVision VMS and Milestone systems. The CONTRACTOR shall be capable and willing to respond on-site within two (2) hours in the event an emergency service call is placed. The CONTRACTOR at a minimum must be able to provide three (3) references of enterprise size contracts currently held by the CONTRACTOR that at a minimum include 40 cameras and a VMS system. At least two (2) references must include systems with centralized viewing within an Emergency Operation Center. The CONTRACTOR must have a minimum of five (5) years’ experience in the installation of integrated video surveillance systems, with a minimum of three (3) years’ experience in the installation of integrated video surveillance systems with “Public Safety.” “Public Safety” is defined as law enforcement agencies and not private security deployments. The CONTRACTOR must have experience in the following areas: • Installing, maintaining, and repairing radio equipment from companies such as, but not limited to, Firetide, Motorola, and BridgeWave. • Deploying License-Free and Licensed wireless wide area networks • Working with public safety band wireless equipment operating at 4.9 Ghz • Long range wireless point-to-point deployments over 3 miles • Point to point wireless infrastructure design and concepts • Video integration into an enterprise network • Enterprise network architecture and design concepts • Enterprise video network architecture and design • Interior and exterior camera selection, placement and configuration in secure environments • Relevant broadcast protocols such as multicast The CONTRACTOR must have Manufacturer’s certification for the following aspects of the proposed system: • Network infrastructure • Wired and wireless portions of the proposed solution • Surveillance system hardware and software Docusign Envelope ID: A67B1314-1BB8-4CC5-86E4-2DBBAA5AE6F3 Page | 5
• IndigoVision certification • Milestone certification The CONTRACTOR shall be certified by the manufacturer to resell, install and configure proposed equipment. The CONTRACTOR shall be licensed, at a minimum, as a Class C-7, Low Voltage Contractor by the California State Contractors License Board. The CONTRACTOR shall assign an engineer to City who has been certified on IndigoVision and Milestone. The CONTRACTOR shall be able to respond to calls for service within the prescribed Response Times (see Attachment A: Scope of Work for more information). The CONTRACTOR’s officers and employees must successfully pass a criminal background check. The CONTRACTOR shall submit the License Verification and license number for bidder and for each proposed Key Subcontractor as part of the Bid Proposal on the Company Profile form included in the RFP. Duplicates of the form may be made for each Key Subcontractor. The CONTRACTOR shall maintain a valid Gardena Business License for the duration of this Agreement. E) Bid Requirements and Information There is a mandatory walk-through/bid conference on September 25, 2024 at 10:00AM. The pre-bid conference will begin at the Gardena Police Department, located at 1718 West 162nd Street, Gardena, CA 90247. Immediately following the presentation at the Gardena Police Department, the conference will move to GTrans, located at 13999 South Western Avenue, Gardena, CA 90249. At this mandatory walk-through/bid conference, additional information will be provided to all bidders with further information of camera locations throughout the City. Any requests for information concerning this RFP must be submitted in writing, and any substantive replies will be issued as a written addendum and emailed to those who attend the mandatory walk-through/bid conference. All questions must be submitted by September 27, 2024 at 12:00PM. Questions raised at the pre-bid conference may be answered orally. If any substantive new information is provided in response to questions raised at the pre-bid conference, it will also be memorialized in a written addendum to this RFP posted and emailed as prescribed above no later than October 2, 2024 at 5:00PM.

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F) Contract Award Based on bids received in response to this RFP, an array of factors may be used in selecting the CONTRACTOR. This RFP does not in any way limit the City of Gardena’s right to solicit contracts for similar or identical services, if, in the City of Gardena’s sole and absolute discretion, it determines bids received are inadequate to satisfy its needs. G) Submission Requirements 1. Time and Place for Submission of Bids Bids must be received by 12:00PM, PST, on October 10, 2024 via Planet Bids. Bids that are submitted by fax, email or hard copy will not be accepted. Late submissions will not be considered. 2. Price Proposal The City of Gardena intends to award this contract to the CONTRACTOR that it considers will provide the best overall services. The City reserves the right to use an array of factors in selecting the CONTRACTOR, and to reject any bids that are not responsive to this request. The City is requesting bid proposals for (see Attachment B): -All-Inclusive Hourly Billing Rate for Services -Please provide the all-inclusive hourly rate, and a complete breakdown of the hourly cost billing rate in accordance with the worksheet set forth in Attachment C. The City intends to pay the CONTRACTOR for all services required under the contract based on a single all-inclusive rate for inspections and an hourly rate that will encompass all of the CONTRACTOR’s labor, costs, overhead and profit. The approved all-inclusive hourly rate will be specified in the contract, and shall remain in effect to the conclusion of the contract. Pricing for the optional third year extension should also be specified, if applicable, in this bid response.

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Attachment A: Scope of Work The Scope of Work that follows is to be used as a general guide and is not intended to be a complete list of all work necessary for our Video Policing System. CONTRACTOR is to provide all labor, materials, tools, supplies, equipment and supervision necessary to provide Video Policing System Camera System Maintenance at the Gardena Police Department and GTrans. Services shall include the following: 1. Repair Services The CONTRACTOR shall follow up immediately with an investigation of any reported or observed equipment malfunction. Equipment malfunction is defined as the inability of the individual components, subassemblies, or major parts of the system to perform their specific functions, including equipment failure caused by actions of operational personnel, the public or environmental conditions. If it is determined that the cause of the problem is something other than equipment or system issues, the CONTRACTOR will notify a City of Gardena representative. The City will require a root cause analysis of any repair services in order to ensure that the cause of the problem has been addressed and resolved prior to completion of the repair. Unscheduled maintenance shall include inspections and tests required to determine the extent of any equipment malfunction, as well as the repair required to correct the problem. 2. Replacement Services Various components and equipment may require replacement during the term of the contract. All labor associated with the replacement, upgrade or enhancement of the equipment shall be billed at the labor rates outlined in the CONTRACTOR’s fee schedule on Attachment C. The CONTRACTOR will be responsible for providing any replacements to the components of any part of the system. Any components that cannot be replaced using the exact same make and model will require prior approval by the City in order to ensure that a similar replacement is used. All replacements parts must be non-proprietary. The CONTRACTOR shall provide a work order with pricing for replacements, updates, and moves, in line item or unit pricing format, prior to any work being performed. The pricing estimate, at a minimum, must include: a description of the work to be performed, a complete equipment list with related prices for each item, estimated labor hours, and any equipment required to complete the work. Any work performed by a sub-Contractor must also use the same format. Lump sum pricing will not be accepted. All replacements must be installed within two weeks of authorized work order, unless pre-approved by City of Gardena representative. Any delay beyond the pre-approved replacement two-week time period shall be subject to $100 per day liquidated damages.

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3. Installation Services The City of Gardena may request the CONTRACTOR to install new Video Policing Cameras within City of Gardena’s property. As part of the scope of work, the CONTRACTOR shall provide the City of Gardena with system design services, which shall include but not be limited to hardware and software recommendations that will meet the City of Gardena’s goals and objectives for the new system. Installation of cameras, servers, switches and cabling and other components which have been deemed necessary must be approved by the City of Gardena prior to any purchases, installation or integration into the City of Gardena’s Video Policing System. The CONTRACTOR agrees to coordinate and facilitate any upgrades to the Video Policing System with the City of Gardena prior to any installation. All new installations shall be inspected by a City of Gardena representative or his/her designee for quality of workmanship and component and system functionality. The CONTRACTOR shall be responsible for any corrections to the installations that result from poor workmanship or non-adherence to City, state, and/or federal standards. The CONTRACTOR shall provide a cost bid work order for new system installations prior to any work being performed. All components proposed and installed must be non-proprietary. The bid shall include at a minimum: a description of the work to be performed, a complete equipment list with related prices for each item, estimated labor hours, and any equipment required to complete the work. Any work performed by a sub-Contractor must also use the same format. Lump sum pricing will not be accepted. All installations must be completed within two weeks of authorized work order, unless pre-approved by City of Gardena representative. Any delay beyond the pre-approved replacement two-week time period shall be subject to $100 per day liquidated damages. 4. Preventative Maintenance The CONTRACTOR is responsible for ensuring that the SYSTEM complies with ALL retention schedules (366 days for the jail and GTrans, and 30 days for all other locations). CONTRACTOR shall perform a health assessment on the whole SYSTEM and ensure NVR’s meet retention deadlines every other month (January, March, May, July, September, November). The CONTRACTOR will assume responsibility for providing a comprehensive backup solution of all critical software/data components of the City of Gardena’s Video Policing System, to include all SQL Databases and configuration components. Responsibilities also include ensuring that all licensing and service maintenance agreements with any of our Video Policing System components remain valid and current throughout the duration of the contract. The CONTRACTOR is responsible for maintenance of all Servers, Storage Devices, Switches, Routers, Cameras, Cabling and any other components deemed part of the City of Gardena’s system. The City of Gardena may request additional preventative maintenance for all cameras, servers, storage devices and Video Policing System components. This could include cleaning of all camera lenses and domes where applicable, and scheduling and coordinating refreshes of servers, routers, switches, and cameras as needed.

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5. Training The CONTRACTOR will be responsible for providing training to City of Gardena staff on the different components of the system. The CONTRACTOR agrees to provide training on any changes made to any servers, switches or cameras as well as any hardware and software changes made to the Video Management System (VMS). Training shall include a complete overview and introduction of our current system identifying possible single points of failure and areas of future concern. Training shall also include specific component overviews in order to familiarize City staff with all the components of the system, as well as any troubleshooting techniques that can be used in order to prevent a future service call. Training will include an overview of our current Video Management System (VMS) and also training in conjunction with any upgrades done to our current VMS. 6. Design The CONTRACTOR will be responsible for providing the City with design documentation on all existing, and/or new components pertaining to the Video Policing system. These design documents shall be all inclusive and include specific information pertaining to their location, make and model, component name, cabling routes, connection type and date of installation. The CONTRACTOR herby agrees, all present and future designs for the City of Gardena once submitted become property of the City of Gardena. 7. Warranty The CONTRACTOR will assume and provide an itemized warranty for all existing components of the City of Gardena Video Policing System. Warranty information shall be included for the following: hardware, software, licensing, service maintenance agreements, hardware maintenance agreements, and any other components deemed necessary by the City of Gardena. The selected CONTRACTOR shall detail, in its bid, the proposed warranty and support services they will provide pertaining to specific components currently existing within the City of Gardena Video Policing System. Additional information pertaining to specific components in use at the City of Gardena will be provided in the mandatory pre-bid meeting since it is considered Sensitive Security Information (SSI). 8. Response Requirements The CONTRACTOR will be required to meet specific response requirements in order to be considered for this bid. The CONTRACTOR shall supply the City of Gardena with names (minimum of three of the CONTRACTOR’s representatives) and phone numbers to contact for Emergency Service Calls. The CONTRACTOR’s representatives shall be available twenty-four (24) hours per day, seven days per week to receive Emergency Service Calls.

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The CONTRACTOR will be responsible for providing the City of Gardena with the following pertaining to service calls: direct telephone assistance, direct on-site assistance, assistance via VPN, and technical expertise and Contractor services. All service calls shall be coordinated with a City of Gardena representative and an estimated time of completion shall be communicated for each service call. The CONTRACTOR will be responsible with providing the City of Gardena with pricing pertaining to the following levels of service pertaining to service calls for the System. Pricing pertaining to each level of response shall be included in the CONTRACTOR’s submittals. 1. Emergency Service Calls – Calls that warrant immediate repair, as determined by a City of Gardena representative or his/her designee will require that a qualified service representative arrive on site within two hours from the time the call is acknowledged by the service representative via telephone. 2. Urgent Calls – Urgent calls, as determined by a City of Gardena representative or his/her designee, shall be acknowledged by phone or email within one hour and, at the discretion of the City of Gardena representative or his/her designee, response may be deferred to the start of the following business day. 3. Routine Calls – Routine calls, as determined by a City of Gardena representative or his/her designee, shall be acknowledged by phone or email within two hours and, at the discretion of the City of Gardena representative or his/her designee, response may be deferred longer than one business day, but not to exceed two business days. The above mentioned shall always remain current. Any changes shall be forwarded to the City of Gardena in writing twenty-four (24) hours in advance of any such change and must be pre-approved by the City of Gardena. During the contracted maintenance period, CONTRACTOR shall follow the maintenance terms as specified in the respective manufacturer’s maintenance manual for system component maintenance, including using manufacturer’s approved replacement parts. During the maintenance period, CONTRACTOR shall maintain locally, or available by next business day, a readily available supply of system spare parts in adequate quantity to ensure the rapid replacement of any system-related component(s) that may fail. The City’s Project Coordinator, or its designee, may maintain a supply of spare cameras and system components at their sole discretion. The CONTRACTOR must be able to VPN in to assess and address (if necessary) any issues. 9. Documentation Requirements The CONTRACTOR will be required to provide the City of Gardena with a service call management solution that will ensure that all service calls performed in the City are tracked and recorded in order to assist with the management of the contract. The service management solution should at a minimum allow the City of Gardena to administer work orders, attach root cause analysis documentation, and have the ability to attach invoicing information that will allow Docusign Envelope ID: A67B1314-1BB8-4CC5-86E4-2DBBAA5AE6F3 Page | 11
key members of the City of Gardena to access information in order to easily manage the contract. Access to the service call management solution should at a minimum be provided to City of Gardena personnel managing this contract. It is highly desirable that this management solution be a web-portal allowing the City of Gardena the ability to place work orders and monitor all service activity directly online. 10. CONTRACTOR’S RESPONSIBILITIES CONTRACTOR shall upon arrival perform the following tasks: A. Notify the Project Coordinator prior to commencing work B. Sign in at designated area. C. Perform all work as outlined in the Scope of Work. D. Submit to the City of Gardena a time sheet with a detailed description of all tasks or work completed. E. Sign out upon departure from the City facility. 11. TOOLS CONTRACTOR shall: A. Supply all tools required to inspection and/or repairs and maintenance tasks and work. B. Ensure that all tools remain in CONTRACTOR’S possessions at all times and shall not be left unattended. C. Ensure that all tools and equipment are removed from the work site at the end of each task or work day. 12. DAMAGES CONTRACTOR shall: A. Repair any damage, should it occur during the inspection and testing process using City of Gardena approved materials and procedures. B. City of Gardena Project Coordinator or designee shall make final approval and acceptance of repairs to restore all facilities.

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13. UNSATISFACTORY OR NON-PERFORMED WORK CONTRACTOR shall: A. Correct any work deemed unsatisfactory or non-performed work by the City of Gardena Project Coordinator and at CONTRACTOR’S expense. B. Be given written notice of observed unsatisfactory or non-performed work either by email or by letter. The letter heading will state “Notice of Default”. C. Have seventy-two (72) hours to re-perform unsatisfactory or non-performed work.

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Attachment B: Contractor’s Pricing All-inclusive inspection rates, and a complete breakdown of the hourly cost billing rate. I. Compensation: This is a time and materials CONTRACT between City of Gardena and CONTRACTOR for Video Policing System Service, Inspections, and Repair as set forth in the Scope of Work. CONTRACTOR agrees to accept the specified compensation as set forth in this CONTRACT as full remuneration for performing all services and furnishing all staffing, labor and materials required, insurance requirements, for any reasonably unforeseen difficulties which may arise or be encountered in the execution of the services until acceptance, for risks connected with the services, and for performance by CONTRACTOR of all its duties and obligations hereunder. CONTRACTOR shall only be compensated as set forth herein below for work performed in accordance with the Scope of Work. II. Fees and charges: City of Gardena will pay the following fixed rates in accordance with the provisions of this CONTRACT. CONTRACTOR shall perform the requested services as described in Attachment A – Scope of Work. Time: Labor hours shall be charged on the basis of actual time spent on each job, not on a portal-to- portal basis, and shall be computed to the nearest one quarter (1/4) hour. Materials: CONTRACTOR must supply backup paperwork or evidence for all materials purchased. CONTRACTOR shall not mark-up the cost of any materials greater than 5%. Cost Plus _________ % Mark-up Cost Plus __________% Discount Note: Applicable sales tax shall be billed when invoicing. III. Invoicing: Invoices are to be submitted in arrears, after services have been provided, to the address specified below. Payment will be Net 45 days after receipt of an invoice in a format acceptable to the City of Gardena and verified and approved by the agency/department and subject to routine processing requirements. City of Gardena’s Project Coordinator, or designee, is responsible for approval of invoices and subsequent submittal of invoices to the Accounts Payable Department for processing of payment. The responsibility for providing an acceptable invoice to the City of Gardena for payment rests with CONTRACTOR. Incomplete or incorrect invoices are not acceptable and will be returned to CONTRACTOR for correction. Billing shall cover services and/or goods not previously invoiced. CONTRACTOR shall reimburse the City of Gardena for any monies paid to CONTRACTOR for goods or services not provided or when goods or services do not meet the CONTRACT requirements. Payments made by the City of Gardena shall not preclude the right of the City of Gardena from thereafter disputing any items or services involved or billed under this CONTRACT and shall not be construed as acceptance of any part of the goods or services.

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1. CONTRACTOR’S name and address 2. CONTRACTOR’S remittance address (if different from above) 3. CONTRACTOR’S Federal I. D. number 4. City of Gardena PURCHASE ORDER number 5. Service date(s) 6. Service description 7. Breakdown of cost 8. Hourly rate 9. Copy of signed City of Gardena Time Sheet 10. List of Materials, Equipment, and/or Permits plus mark-up 11. Total Upon satisfactory delivery of goods and services, CONTRACTOR shall submit an itemized invoice to: City of Gardena 1718 West 162nd Street Gardena, CA 90247 Attention: Lt. Brian Messina [email protected] City of Gardena – Transportation Department (GTrans) 13999 S. Western Ave Gardena, CA 90249 Attention: TBD Email address: TBD Docusign Envelope ID: A67B1314-1BB8-4CC5-86E4-2DBBAA5AE6F3 Page | 15
ATTACHMENT C: FORMS (TO BE SUBMITTED WITH RFP RESPONSE) Docusign Envelope ID: A67B1314-1BB8-4CC5-86E4-2DBBAA5AE6F3 Page | 16
ATTACHMENT C: CONTRACTOR’S PROPOSED PRICING PREVENTATIVE MAINTENANCE PROGRAM FOR CITY OF GARDENA Submitted By:___________________________________________(Contractor Name) Service Calls: Time & Materials Basis – City/PD and GTrans (includes vehicles and tools) Technician $ /hour IT Specialist $ /hour Insert Any Additional Personnel $ /hour New Installations: Time & Materials Basis – City/PD and GTrans (includes vehicles and tools; quotes will be provided for specific materials) Installers $ /hour IT Specialist $ /hour Project Manager $ /hour Cost Plus _________ % Mark-up Cost Plus __________% Discount Docusign Envelope ID: A67B1314-1BB8-4CC5-86E4-2DBBAA5AE6F3 Page | 17
ATTACHMENT C: COMPANY PROFILE & REFERENCES COMPANY PROFILE Company Legal Name: ___________________________________________________________________________ Company Legal Status (Corporation, partnership, sole proprietor, etc.): ___________________________________________________________________________ Active licenses issued by the California State Contractor’s License Board: ___________________________________________________________________________ Business Address: ___________________________________________________________________________ Website Address: ___________________________________________________________________________ Telephone Number ( )__________________ Fax Number : ( ) _______________________ Email Address: ______________________________________________________________ Length of time the CONTRACTOR has been in business: _____________ Length of time at current location: _____________ Is your CONTRACTOR a sole proprietorship doing business under a different name: _________Yes __________No If yes, please indicate sole proprietor’s name and the name you are doing business under: ___________________________________________________________________________ Is your CONTRACTOR incorporated: _____________Yes _______________No If yes, State of Incorporation:____________________________________________________ Federal Taxpayer ID Number: ___________________________________________________________________________ Regular Business Hours:______________________________________________________ Regular Holidays and hours when business is closed: ___________________________________________________________________________ Docusign Envelope ID: A67B1314-1BB8-4CC5-86E4-2DBBAA5AE6F3 Page | 18
Contact person in reference to this solicitation: ______________________________________________________________________________ Telephone Number: ( ) _______________ Fax Number: ( ) ___________________________ Email Address: ______________________________________________________________________________ Contact person for Accounts Payable: __________________________________________________________________________________ Telephone Number: ( ) __________________ Facsimile Number: ( ) _________________________ Email Address: __________________________________________________________________________________ Name of Project Manager: __________________________________________________________________________________ Telephone Number: ( ) _____________________ Fax Number: ( )________________________ Email Address: In the event of an emergency or declared disaster, the following information is required: Name of contact during non-business hours: _______________________________________________________________________________ Email Address: _________________________________ Cell Number: _________________________ Telephone Number: ( ) ___________________ Fax Number: ( ) ___________________________ Docusign Envelope ID: A67B1314-1BB8-4CC5-86E4-2DBBAA5AE6F3 Page | 19
REFERENCES Submit the company names, addresses, telephone numbers, contact names, and brief contract descriptions of at least three clients for whom comparable projects have been completed or submit letters from your references which include the requested information (attach additional sheets if necessary). Name of Reference: ___________________________________________________________________________ Address:____________________________________________________________________ Contact Name: ________________________ Title: __________________________________ Telephone Number: ( ) ___________________________________ E-Mail Address: __________________________________ Contract Title/Number: ____________________ Contract Value: $______________________ Contract effective Dates: ___________________________________ Brief description of all required and related services performed/goods provided: Name of Reference:__________________________________________________________________ Address:____________________________________________________________________ Contact Name: ______________________________________ Title:__________________________________ Telephone Number: ( ) ___________________________________ E-Mail Address: __________________________________ Contract Title/Number: ________________ Contract Value: $__________________________ Contract effective Dates: ___________________________________ Brief description of all required and related services performed/goods provided:

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REFERENCES Submit the company names, addresses, telephone numbers, contact names, and brief contract descriptions of at least three clients for whom comparable projects have been completed or submit letters from your references which include the requested information (attach additional sheets if necessary). Name of Reference: ___________________________________________________________________________ Address:____________________________________________________________________ Contact Name: ________________________ Title: __________________________________ Telephone Number: ( ) ___________________________________ E-Mail Address: __________________________________ Contract Title/Number: _______________________ Contract Value: $___________________ Contract effective Dates: ___________________________________ Brief description of all required and related services performed/goods provided: Name of Reference:__________________________________________________________________ Address:____________________________________________________________________ Contact Name: ______________________________________ Title:__________________________________ Telephone Number: ( ) ___________________________________ E-Mail Address: __________________________________ Contract Title/Number: ________________ Contract Value: $__________________________ Contract effective Dates: ___________________________________ Brief description of all required and related services performed/goods provided:

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ATTACHMENT D: SAMPLE CONTRACT
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AGREEMENT BETWEEN THE CITY OF GARDENA AND _____________________________ This contract, hereinafter referred to as Agreement is entered into this ______ day of _____, 202_, by and between THE CITY OF GARDENA (“City”) and ___________, a [state] [type of entity] (“Consultant”). Based on the mutual promises and covenants contained herein, the Parties hereto agree, as follows. 1. Recitals. A. Whereas, City requires the services of a professional to design, sell, install, repair and maintain the Video Policing System; and B. Whereas, Consultant has represented that it is qualified by virtue of experience, training, education and expertise to provide these services; and C. Whereas, City has determined that the public interest, convenience and necessity require the execution of this Agreement. D. WHEREAS, no official or employee of City has a financial interest, within the provisions of sections 1090-1092 of the California Government Code, in the subject matter of this Agreement. 2. Services. A. Consultant agrees to provide the professional services described in the City’s Request for Proposals (RFP) and any associated addendum, attached hereto as Exhibit “A” and Consultant’s Response to City’s RFP (“Consultant’s Proposal”), attached hereto as Exhibit “B”, both incorporated herein by this reference (“Services”). B. The Services shall be performed in accordance with the Project Schedule set forth in Exhibit B. Consultant shall not be liable for any failure or delay in furnishing proposed Services resulting from fire, explosion, flood, storm, Act of God, governmental acts, orders or regulations, hostilities, civil disturbances, strikes, labor difficulties, difficulty in obtaining parts, supplies, or shipping facilities, inability to obtain or delays in obtaining suitable material or facilities required for performance, temporary unavailability of qualified personnel, failure by City to provide appropriate access to equipment or personnel, or other causes beyond Consultant’s reasonable control.

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3. Additional Services. If City determines that additional Services are required to be provided by Consultant in addition to the Services set forth above, City shall authorize Consultant to perform such additional Services in writing (“Additional Services”). Such Additional Services shall be specifically described and approved by City in writing prior to the performance thereof. Consultant shall be compensated for such Additional Services in accordance with the amount agreed upon in writing by the Parties. No compensation shall be paid to Consultant for Additional Services which are not specifically approved by City in writing. 4. Consultant’s Proposal. This Agreement shall include Consultant’s proposal or bid which is incorporated herein as Exhibit B. In the event of any inconsistency between the terms of the proposal and this Agreement, this Agreement shall govern. 5. Timing of Performance. Time is of the essence with respect to Consultant’s performance of the Services required by this Agreement. Consultant shall diligently and timely pursue and complete the performance of the Services required of it by this Agreement as set forth in Exhibit A. City, in its sole discretion, may extend the time for performance of any Service. 6. Compensation. Compensation for the Services shall be billed as set forth in Exhibit B, attached hereto. The Compensation is inclusive of all costs that may be incurred by Consultant in performance of the Services, including but not limited to such items as travel, copies, delivery charges, phone charges, and facsimile charges, unless otherwise noted. 7. Term of Agreement/Termination. This Agreement shall commence on the Effective Date and continue for a period of two (2) years, ending on __________, 20__, unless previously terminated as provided herein or as otherwise agreed to in writing by the parties. This Agreement may be extended by one [1] additional one [1] year periods upon mutual written agreement of both parties.] A. This Agreement shall be effective as of the date of execution by the City and shall remain in effect until all Services are completed or until terminated as provided for herein. B. City may terminate this Agreement without cause by providing written notice to Consultant not less than ten days prior to an effective termination date. City’s only obligation in the event of termination will be payment of fees and allowed expenses incurred up to and including the effective date of termination. C. Unless for cause, Consultant may not terminate this Agreement. If Consultant is terminating this Agreement for cause, it must provide the City with thirty (30) days written notice.

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D. Upon receipt of a termination notice, Consultant shall: (1) promptly discontinue all Services, unless the notice directs otherwise; and (2) within ten (10) days, deliver to City all files, data, reports, estimates, summaries, and such other information and materials as may have been accumulated or prepared to date by Consultant in performing the Services under this Agreement, whether completed or in progress. Consultant shall provide these documents by both hard copy and in electronic format if available. In the event of termination for other than cause attributable to Consultant, Consultant shall be entitled to reasonable compensation for the Services it performs up to the date of termination and shall be deemed released from liability for any work assigned but not completed as of the effective date of termination. 8. Agreement Administrator. For purposes of this Agreement, City designates Chief Mike Saffell or designee as the Agreement Administrator who shall monitor Consultant’s performance under this Agreement. Consultant shall be notified in writing of any deficiency in the performance of this Agreement in a timely manner by Agreement Administrator. Consultant shall have five (5) business days from receipt of the notification to cure any deficiency to the reasonable satisfaction of the Agreement Administrator. All costs for such corrections shall be borne by Consultant and shall not increase Consultant’s fees due hereunder. Should the Agreement Administrator determine that Consultant has not performed its obligation as stated in this Agreement in a satisfactory manner, City may terminate this Agreement for cause as specified in Section- Term of Agreement/Termination. All notices, invoices or other documents shall be addressed to the Agreement Administrator, as well as all substantive issues relating to this contract. City reserves the right to change this designation upon written notice to Consultant. 9. Invoices and Payments. A. Payment shall be made upon receipt and approval of invoices for Services rendered. In order for payment to be made, Consultant’s invoice must include an itemization as to the services rendered, date(s) of service, direct and/or subcontract costs, and be submitted on an official letterhead or invoice with Consultant’s name, address, and telephone number referenced. B. The Agreement Administrator shall review the invoices to determine whether services performed and documents submitted are consistent with this Agreement. Payment shall be made within forty-five (45) days following receipt of the invoice or the Agreement Administrator shall provide Consultant with a written statement objecting to the charges and stating the reasons therefore. C. Payment by City under this Agreement shall not be deemed a waiver of defects, even if such defects were known to City at the time of payment.

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10. Records/Audit. A. Consultant shall be responsible for ensuring accuracy and propriety of all billings and shall maintain all supporting documentation for a minimum of three (3) years from the completion date of the Services under this agreement the following records: 1. All accounts and records, including personnel, property and financial, adequate to identify and account for all costs pertaining to this Agreement and assure proper accounting for all funds; 2. Records which establish that Consultant and any subconsultant who renders Services under this Agreement are in full compliance with the requirements of this Agreement and all federal, state and local laws and regulations 3. Any additional records deemed necessary by City to assume verification of full compliance with this Agreement. B. City shall have the right to audit Consultant’s invoices and all supporting documentation for purposes of compliance with this Agreement for a period of three years following the completion of Services under this Agreement. C. Upon reasonable notice from City or any other governmental agency, Consultant shall cooperate fully with any audit of its billings conducted by, or of, City and shall permit access to its books, records and accounts as may be necessary to conduct such audits. 11. Successors and Assignment. This Agreement covers professional services of a specific and unique nature. Except as otherwise provided herein, Consultant shall not assign or transfer its interest in this Agreement or subcontract any services to be performed without amending this Agreement. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto. 12. Change in Name, Ownership or Control. Consultant shall notify the Agreement Administrator, in writing, of any change in name, ownership or control of Consultant’s firm or subconsultant. Change of ownership or control of Consultant’s firm may require an amendment to the Agreement.

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13. Key Personnel. City has relied upon the professional training and ability of Consultant to perform the Services hereunder as a material inducement to enter into this Agreement. Consultant shall provide properly skilled professional and technical personnel to perform all Services under this Agreement. In the event that City, in its sole discretion, at any time during the Agreement, desires the removal of any person or persons assigned by Consultant to perform Services pursuant to this Agreement, Consultant shall remove any such person immediately upon receiving notice from City. 14. Performance By Consultant. Consultant shall maintain or exceed the level of competency presently maintained by other similar practitioners in the State of California, for professional and technical soundness, accuracy and adequacy of all work, advice and material furnished under this Agreement. 15. Use of Materials. A. City shall make available to Consultant such materials from its files as may be required by Consultant to perform Services under this Agreement. Such materials shall remain the property of City while in Consultant’s possession. Upon termination of this Agreement and payment of outstanding invoices of Consultant, or completion of work under this Agreement, Consultant shall return to City any property of City in its possession and any calculations, notes, reports, electronic files, or other materials prepared by Consultant in the course of performance of this Agreement. B. City may utilize any material prepared or work performed by Consultant pursuant to this Agreement, including computer software, in any manner, which City deems proper without additional compensation to Consultant. Consultant shall have no responsibility or liability for any revisions, changes, or corrections made by City, or any use or reuse pursuant to this paragraph unless Consultant accepts such responsibility in writing. 16. Nonuse of Intellectual Property of Third Parties. Consultant shall not use, disclose or copy any intellectual property of any third parties in connection with work carried out under this Agreement, except for intellectual property for which Consultant has a license. Consultant shall indemnify and hold City harmless against all claims raised against City based upon allegations that Consultant has wrongfully used intellectual property of others in performing work for City, or that City has wrongfully used intellectual property developed by Consultant pursuant to this Agreement. 17. Ownership of Work Product. All documents or other information created, developed, or received by Consultant shall, for purposes of copyright law, be deemed works made for hire for City by Consultant and shall be the sole property of City. Consultant shall provide City with copies of these items upon demand, and in any event, upon termination of this Agreement. 18. Confidentiality Clause. Consultant acknowledges that some of the material and Docusign Envelope ID: A67B1314-1BB8-4CC5-86E4-2DBBAA5AE6F3 Page | 27
information that may come into its possession or knowledge in connection with this Agreement or its performance may consist of information that is exempt from disclosure to the public or other unauthorized persons under either state or federal statutes ("Confidential Information"). Confidential Information includes, but is not limited to, names, addresses, Social Security numbers, e-mail addresses, telephone numbers, financial profiles, credit card information, driver's license numbers, medical data, law enforcement records, agency source code or object code, agency security data, or information identifiable to an individual that relates to any of these types of information. Consultant agrees to hold Confidential Information in strictest confidence and not to make use of Confidential Information for any purpose other than the performance of this Agreement, to release it only to authorized employees or Sub-consultants requiring such information for the purposes of carrying out this Agreement, and not to release, divulge, publish, transfer, sell, disclose, or otherwise make the information known to any other party without City's express written consent or as provided by law. Consultant agrees to release such information or material only to employees or Sub-consultants who have signed a nondisclosure agreement, the terms of which have been previously approved by City. Consultant agrees to implement physical, electronic, and managerial safeguards to prevent unauthorized access to Confidential Information. "Personal information" including, but not limited to, "Protected Health Information" (PHI) under Health Insurance Portability And Accountability Act (HIPAA), individuals' names, addresses, phone numbers, birth dates, and social security numbers collected, used, or acquired in connection with this Agreement shall be protected against unauthorized use, disclosure, modification or loss. HIPAA establishes national minimum standards for the use and disclosure of certain health information. The Consultant must comply with all HIPAA requirements and rules when determined applicable by the City. If City determines that (1) City is a "covered entity" under HIPAA, and that (2) Consultant will perform "business associate" services and activities covered under HIPAA, then at City's request, Consultant agrees to execute City's Agreement in compliance with HIPAA. Consultant shall ensure its directors, officers, employees, Sub-consultants or agents use personal information solely for the purposes of accomplishing the services set forth herein. Consultant and its Sub-consultants agree not to release, divulge, publish, transfer, sell or otherwise make known to unauthorized persons personal information without the express written consent of the City or as otherwise required by law. Any breach of this provision may result in termination of the Agreement and demand for return of all personal information. Moreover, Consultant will indemnify and hold the City harmless from and against all losses and damages resulting from any unauthorized or improper disclosure, dissemination or use of the information as a result, in whole or in part, of Consultant’s action or inaction.

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19. Legal Requirements. A. Consultant shall secure and maintain all licenses or permits required by law, including a City business license, and shall comply with all ordinances, laws, orders, rules, and regulations pertaining to the work. B. Consultant warrants that it shall perform the Services required by this Agreement in compliance with all applicable Federal and California employment laws, including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers’ compensation insurance and safety in employment; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. Consultant shall indemnify and hold harmless City from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description including attorneys’ fees and costs, presented, brought, or recovered against City for, or on account of any liability under any of the above-mentioned laws, which may be incurred by reason of Consultant’s performance under this Agreement. C. Consultant covenants that there shall be no discrimination based upon race, color, creed, religion, sex, marital status, age, handicap, national origin or ancestry, or any other category forbidden by law in performance of this Agreement. 20. Conflict of Interest and Reporting. A. Consultant shall at all times avoid conflicts of interest or the appearance of a conflict of interest in the performance of this Agreement. If required, Consultant shall comply with the City’s Conflict of Interest reporting requirements. Consultant understands that pursuant to Gardena Municipal Code sections 2.24.020H and 2.24.025G, it is forbidden to make any contribution to a candidate or committee of a candidate for a municipal office of the City, or to an officeholder, until the completion of Services to be performed under this Agreement. B. Consultant and its representatives shall refrain from lobbying City of Gardena officials, employees and representatives for the duration of this Agreement. 21. Guarantee and Warranty. Consultant warrants to City that the material, analysis, data, programs and Services to be delivered or rendered hereunder will be of the kind and quality designated and will be performed by qualified personnel. Without waiver of City’s other rights Docusign Envelope ID: A67B1314-1BB8-4CC5-86E4-2DBBAA5AE6F3 Page | 29
or remedies, City may require Consultant to re-perform any of said Services, which were not performed in accordance with these standards. Consultant shall perform the remedial Services at its sole expense. 22. Insurance. A. Commencement of Work. Consultant shall not commence work under this Agreement until it has obtained City approved insurance. Before beginning work hereunder, during the entire period of this Agreement, for any extensions hereto, and for periods after the end of this Agreement as may be indicated below, Consultant must have and maintain in place all of the insurance coverage required in this Section. Consultant’s insurance shall comply with all items specified by this Agreement. Any subcontractors shall be subject to all of the requirements of this Section and Consultant shall be responsible to obtain evidence of insurance from each subcontractor and provide it to City before the subcontractor commences work. Alternatively, Consultant’s insurance may cover all subcontractors. B. Insurance Company Requirements. All insurance policies used to satisfy the requirements imposed hereunder shall be issued by insurers admitted to do business in the State of California. Insurers shall have a current Best’s rating of not less than A-:VII, unless otherwise approved by City. C. Coverage, Limits and Policy Requirements. Consultant shall maintain the types of coverage and limits indicated below: 1. Commercial General Liability Insurance - a policy for occurrence coverage for bodily injury, personal injury and property damage, with coverage at least as broad as Insurance Services Office Form CG 00 01, with no special limitations affecting City. The limit for all coverage under this policy shall be no less than one million dollars ($1,000,000.00) per occurrence. 2. Commercial Auto Liability Insurance - a policy with coverage at least as broad as Insurance Services Office form CA 0001, including Symbol 1 (any auto) with no special limitations affecting City. The limit for bodily injury and property damage liability shall be no less than one million dollars ($1,000,000.00) per accident. 3. Policy Requirements. The policies set forth above shall comply with the following, as evidenced by the policies or endorsements to the policies:

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a. The City, its appointed and elected officers, employees, agents and volunteers shall be added as additional insured to the policy. b. The insurer shall agree to provide City with thirty (30) days prior written notice, return receipt requested, of any cancellation, non-renewal or material change in coverage. c. For any claims with respect to the Services covered by this Agreement, Consultant’s insurance coverage shall be primary insurance as respects the City, its elected and appointed officers, employees, agents and volunteers. Any insurance or self-insurance maintained by the City, its elected and appointed officers, employees, agents and volunteers shall be excess of Consultant’s insurance and shall not contribute with it. 4. Worker’s Compensation and Employer’s Liability Insurance - a policy which meets all statutory benefit requirements of the Labor Code, or other applicable law, of the State of California. The minimum coverage limits for said insurance shall be no less than one million dollars per claim. The policy shall be issued by an insurance company which is admitted to do business in the State of California and shall contain a clause that the policy may not be canceled without thirty (30) days prior written notice, return receipt requested, is mailed to City. 5. Professional Errors & Omissions - a policy with minimum limits of one million dollars ($1,000,000.00) per claim and aggregate. This policy shall be issued by an insurance company which is admitted to do business in the State of California and Consultant shall contain a clause that the policy may not be canceled until thirty (30) days written notice, return receipt requested, is mailed to City. D. Additional Requirements. The procuring of such required policies of insurance shall not be construed to limit Consultant’s liability hereunder or to fulfill the indemnification provisions and requirements of this Agreement. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. City shall notify Consultant in writing of changes in the insurance requirements. If Consultant does not deposit copies of acceptable insurance policies or endorsements with City incorporating such changes within sixty (60) days of receipt of such notice, Consultant shall be deemed in default hereunder. E. Deductibles. Any deductible or self-insured retention over $25,000 per occurrence must be declared to and approved by City. Any deductible exceeding an amount acceptable to City shall be subject to the following changes: either the insurer shall eliminate or reduce such deductibles or self-insured retentions with respect to City, its officers, employees, Docusign Envelope ID: A67B1314-1BB8-4CC5-86E4-2DBBAA5AE6F3 Page | 31
agents and volunteers (with additional premium, if any, to be paid by Consultant); or Consultant shall provide satisfactory financial guarantee for payment of losses and related investigations, claim administration and defense expenses. F. Verification of Compliance. Consultant shall furnish City with original policies or certificates and endorsements effecting coverage required by this Agreement. The endorsements are to be signed by a person authorized by the insurer to bind coverage on its behalf. All endorsements are to be received and approved by City before work commences. Not less than fifteen (15) days prior to the expiration date of any policy of insurance required by this Agreement, Consultant shall deliver to City a binder or certificate of insurance with respect to each renewal policy, bearing a notation evidencing payment of the premium therefore, or accompanied by other proof of payment satisfactory to City. Consultant shall provide full copies of any requested policies to City within three (3) days of any such request by City. G. Termination for Lack of Required Coverage. If Consultant, for any reason, fails to have in place, at all times during the term of this Agreement, including any extension hereto, all required insurance and coverage, City may immediately obtain such coverage at Consultant’s expense and/or terminate this Agreement. 23. Indemnity. A. Consultant assumes all risk of injury to its employees, agents, and contractors, including loss or damage to property. B. Consultant agrees to defend, indemnify, hold free and harmless the City, its elected officials, officers, agents, employees and volunteers, at Consultant’s sole expense, from and against any and all claims, actions, suits or other legal proceedings brought against the City, its elected officials, officers, agents, employees and volunteers arising out of the performance of the Consultant, its employees, and/or authorized subcontractors, of the work undertaken pursuant to this Agreement. The defense obligation provided for hereunder shall apply without any advance showing of negligence or wrongdoing by the Consultant, its employees, and/or authorized subcontractors, but shall be required whenever any claim, action, complaint, or suit asserts as its basis the negligence, errors, omissions or misconduct of the Consultant, its employees, and/or authorized subcontractors, and/or whenever any claim, action, complaint or suit asserts liability against the City, its elected officials, officers, agents, employees and volunteers based upon the work performed by the Consultant, its employees, and/or authorized subcontractors under this Agreement, whether or not the Consultant, its employees, and/or authorized subcontractors are specifically named or Docusign Envelope ID: A67B1314-1BB8-4CC5-86E4-2DBBAA5AE6F3 Page | 32
otherwise asserted to be liable. Notwithstanding the foregoing, the Consultant shall not be liable for the defense or indemnification of the City for claims, actions, complaints or suits arising out of the sole negligence or willful misconduct of the City. This provision shall supersede and replace all other indemnity provisions contained either in the City’s specifications or Consultant’s Proposal, which shall be of no force and effect. C. No official, employee, agent or volunteer of City shall be personally liable for any default or liability under this Agreement. 24. Independent Contractor. Consultant agrees to furnish consulting services in the capacity of an independent contractor and neither Consultant nor any of its employees shall be considered to be an employee or agent of City. 25. PERS Eligibility Indemnification. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing Services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits. 26. Notices. Any notice or communication given under this Agreement shall be effective when deposited, postage prepaid, with the United States Postal Service and addressed to the contracting parties. Name, address, telephone and facsimile numbers of the parties are as follows: City of Gardena: 1700 West 162nd Street Gardena, California 90247-3732 Attn: Mike Saffell Docusign Envelope ID: A67B1314-1BB8-4CC5-86E4-2DBBAA5AE6F3 Page | 33
Title: Chief Email: [email protected] Telephone: (310) 217-9601 To Consultant: Name of Consultant Street Address or P.O. Box City, State Zip Code Attn: ________________ Email: _______________ Telephone: (___) ________ Either party may change the information to which notice or communication is to be sent by providing advance written notice to the other party. 27. Severability. If any provision of this Agreement shall be held illegal, invalid, or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid, and enforceable, and the legality, validity, and enforceability of the remaining provisions shall not be affected thereby. 28. Jurisdiction and Venue. This Agreement shall be deemed a contract under the laws of the State of California and for all purposes shall be interpreted in accordance with such laws. Both parties hereby agree and consent to the exclusive jurisdiction of the courts of the State of California and that the venue of any action brought hereunder shall be Los Angeles County, California. 29. Waiver. No delay or failure by either Party to exercise or enforce at any time any right or provision of this Agreement shall be considered a waiver thereof or of such Party’s right thereafter to exercise or enforce each and every right and provision of this Agreement. To be valid a waiver shall be in writing but need not be supported by consideration. No single waiver shall constitute a continuing or subsequent waiver. 30. Electronic Signatures. The parties hereby acknowledge and agree that electronic records and electronic signatures, as well as facsimile signatures, used in connection with the execution of this Agreement and electronic signatures, facsimile signatures or signatures transmitted by electronic mail in so-called pdf format shall be legal and binding and shall have the same full force and effect as if a paper original of this Agreement had been delivered and had been signed using a handwritten signature. City and Consultant (i) agree that an electronic signature, whether digital or encrypted, of a party to this Agreement is intended to authenticate Docusign Envelope ID: A67B1314-1BB8-4CC5-86E4-2DBBAA5AE6F3 Page | 34
this writing and to have the same force and effect as a manual signature, (ii) intend to be bound by the signatures (whether original, faxed or electronic) on any document sent or delivered by facsimile or, electronic mail, or other electronic means, (iii) are aware that the other party will reply on such signatures, and (iv) hereby waive any defenses to the enforcement of the terms of this Agreement based on the foregoing forms of signature. If this Agreement has been executed by electronic signature, all parties executing this document are expressly consenting under the United States Federal Electronic Signatures in Global and National Commerce Act of 2000 ("E-SIGN") and California Uniform Electronic Transactions Act ("UETA")(Cal. Civ. Code § 1633.1, et seq.), that a signature by fax, email or other electronic means shall constitute an Electronic Signature to an Electronic Record under both E-SIGN and UETA with respect to this specific transaction. 31. Joint Drafting. Each party acknowledges that it has had an adequate opportunity to review each and every provision in this Agreement and to submit the same to counsel and other consultants for review and comment and that the parties jointly drafted this Agreement. No provision of this Agreement or any Assignment shall be construed more strictly against one party than the other party by reason that one or the other party proposed, drafted or modified such provision or any other existing or proposed provision. 32. Public Records Act Disclosure. Consultant has been advised and is aware that this Agreement and all reports, documents, information and data, including, but not limited to, computer tapes, discs or files furnished or prepared by Consultant, or any of its subcontractors, pursuant to this Agreement and provided to City may be subject to public disclosure as required by the California Public Records Act (California Government Code section 7920.000 et seq.). Exceptions to public disclosure may be those documents or information that qualify as trade secrets, as that term is defined in the California Government Code section 7924.510, and of which Consultant informs City of such trade secret. The City will endeavor to maintain as confidential all information obtained by it that is designated as a trade secret. The City shall not, in any way, be liable or responsible for the disclosure of any trade secret including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the Court. 33. Authority to Execute. The persons executing this Agreement on behalf of the parties warrant that they are duly authorized to execute this Agreement. 34. Attorney’s Fees. In the event that legal action is necessary to enforce the provisions of this Agreement, or to declare the rights of the parties hereunder, the parties agree that the prevailing party in the legal action shall be entitled to recover attorney’s fees and court costs from the opposing party. 35. Section Headings. The Section headings used in this Agreement are for reference purposes only and shall have no binding effect. 36. Entire Agreement. This Agreement contains the entire understanding between City and Consultant. Any prior agreement, promises, negotiations or representations not expressly set Docusign Envelope ID: A67B1314-1BB8-4CC5-86E4-2DBBAA5AE6F3 Page | 35
forth herein are of no force or effect. Subsequent modifications to this Agreement shall be effective only if in writing and signed by both parties. This Agreement may be signed by the parties hereto in separate counterparts, including both counterparts that are executed on paper and counterparts that are in the form of electronic signatures. Electronic signatures include facsimile or email electronic signatures. Each executed counterpart shall be deemed an original. All counterparts, taken together, constitute the executed Agreement. IN WITNESS WHEREOF, the parties have hereunto affixed their names as of the day and year written below. “City” “Consultant” City of Gardena Name of Consultant or Consultant Company By: _______________________ By: _______________________________ Tasha Cerda, Mayor Name and title of individual Date: _______________ Date: __________________ By: _______________________________ Name and title of individual Date: __________________ ATTEST: Mina Semenza, City Clerk Docusign Envelope ID: A67B1314-1BB8-4CC5-86E4-2DBBAA5AE6F3 Page | 36
APPROVED AS TO FORM: Carmen Vasquez, City Attorney
Docusign Envelope ID: A67B1314-1BB8-4CC5-86E4-2DBBAA5AE6F3 DATAGEAR | INDUSTRIAL DATA SOLUTIONS
DataGear, Inc. | 500 West Dyer Road, Santa Ana, CA 92707 | T: 714.556.5055 | F: 714.556.5077 DataGear, Inc.’s Cost Proposal & Narrative Response to:

CITY OF GARDENA
REQUEST FOR PROPOSALS – OCTOBER 10, 2024

VIDEO POLICING SYSTEM

MAINTENANCE AND REPAIR
Prepared
by:

Lee Coffey
President
DataGear, Inc.
714-556-5055 x113
[email protected]
Docusign Envelope ID: A67B1314-1BB8-4CC5-86E4-2DBBAA5AE6F3 DATAGEAR | INDUSTRIAL DATA SOLUTIONS
DataGear, Inc. | 500 West Dyer Road, Santa Ana, CA 92707 | T: 714.556.5055 | F: 714.556.5077 CITY

OF GARDENA
REQUEST FOR PROPOSALS – OCTOBER 10, 2024

VIDEO POLICING SYSTEM MAINTENANCE AND REPAIR

TABLE OF CONTENTS
Compan
y Certification and Personnel Verification .................................................................. 1 Cover Letter ............................................................................................................. 1 General Company Information ................................................................................... 2 Personnel Verification ................................................................................................ 2 Summary ................................................................................................... 3 Lee M. Coffey ............................................................................................. 4 I
an Pedrosa ................................................................................................ 6 Ernest Ontiveros ......................................................................................... 8 Bidder Minimum Qualifications ........................................................................................... 10 Attachment A: Scope of Work ............................................................................................ 12 Attachment B: Contractor’s Pricing ..................................................................................... 13 Attachment C: Forms to be Submitted with RFP Response ................................................... 14 Contractor’s Proposed Pricing .................................................................................. 14 Company Profile & References ................................................................................. 15 Company Profile - DataGear Profile ................................................................ 15 C-7 & C10 License Verification ....................................................................... 17 References ................................................................................................... 18 Original City of Gardena RFP Document .............................................................................. 20 Docusign Envelope ID: A67B1314-1BB8-4CC5-86E4-2DBBAA5AE6F3 We are more than a provider. We are a to
tal solution.
500 West Dyer Road, Santa Ana CA 92707 | www.DataGear.com | (714)556-5055