Gardena City Council
August 12, 2025

AGREEMENT BETWEEN

THE CITY OF GARDENA
AND

COMPLETE COACH WORKS

This contract, hereinafter referred to as Agreement, is entered into by and between THE CITY OF GARDENA (“City”) and COMPLETE COACH WORKS (“Consultant”). Based on the mutual promises and covenants contained herein, the Parties hereto agree as follows:

1. Recitals.

A. City is desirous of procuring bus barrier installation services.

B. Consultant is qualified by virtue of experience, training, education and expertise to provide these services.

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

2. Services.

A. The services to be performed by Consultant shall consist of the scope of services outlined in IFB 2024 -11 “Driver Protection System Retrofit” , and any associated addendum, incorporated herein by reference, unless otherwise instructed by City.

B. The Services shall be performed in accordance with the Project Schedule. 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 regulati ons, 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.

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 Ser vices 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. Agreement Administrator. For purposes of this Agreement, City designates Rachel Yoo as the Agreement Administrator who shall monitor Consultant’s performance under this Agreement. 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.

5. Consultant’s Proposal. This Agreement shall include and incorporate therein City’s IFB 2024- 11 “Driver Protection System Retrofit” and Consultant’s proposal in response incorporated herein by reference. In the event of any inconsistency between the terms of the proposal and this Agreement, this Agreement shall govern.

6. Timing of Performance. Time is of the essence with respect to Consultant’s performance of Docusign Envelope ID: 05325068-7085-4AA0-A436-8006641C5BD3

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 City, in its sole discretion, may extend the time for performance of any Service.

7. Compensation. Compensation for the Services shall be billed as set forth in Attachment A, 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.

8. Term of Agreement/Termination.

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 three days prior to an effective termination date. City’s only obligation in the event of termination will be payment of fees and allowed expenses incur red up to and including the effective date of termination.

C. Unless for cause, Consultant may not terminate this Agreement.

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. I n 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.

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.

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.

Docusign Envelope ID: 05325068-7085-4AA0-A436-8006641C5BD3

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 Agreement. Consultant shall provide properly skilled professional and technical personnel to perform al l 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. 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.

15. Confidentiality. 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 infor mation, 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 Docusign Envelope ID: 05325068-7085-4AA0-A436-8006641C5BD3

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.

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 worked 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. 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 Docusign Envelope ID: 05325068-7085-4AA0-A436-8006641C5BD3

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; and all ot her Federal, State and local laws and ordinances applicable to the services required under this Agreements.

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.

19. 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.

20. 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.

21. 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 Sectio n 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. General Auto Liability Insurance - a policy including all coverage provided by and to the extent afforded by Insurance Services Office form CA 0001, including hired and non -owned autos with no special limitations affecting City. The limit for bodily injury and property damage liability Docusign Envelope ID: 05325068-7085-4AA0-A436-8006641C5BD3

shall be no less than one million dollars ($1,000,000.00) per accident.

3. 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.

4. This section is left blank.

5. 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, of any cancellation, non-renewal or material change in coverage, unless cancelled for non-payment, then ten (10) calendar days notice shall be given. 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.

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 again st 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 Docusign Envelope ID: 05325068-7085-4AA0-A436-8006641C5BD3

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.

22. Indemnity.

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

B. Consultant shall defend, indemnify, and hold harmless the City, including its officials, officers, employees, and agents from and against all claims, suits, or causes of action for injury to any person or damage to any property arising out of any intentional or negligent acts or errors or omissions to act by Consultant or its agents, officers, employees, subcontractors, or independent contractor, in the performance of its obligations pursuant to this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Consultant. This indemnity shall not apply if the claim arises out of the sole negligence or willful misconduct of City, its officers, agents, employees or volunteers.

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

23. 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.

24. 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 t o, 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.

25. 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:

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City of Gardena – GTrans
Attn: Rachel Yoo
13999 S. Western Avenue
Gardena, California 90249
Email: [email protected]
Complete Coach Works
Attn: Amber Lindsey, Director of Contracts
1863 Service Court
Riverside, California 92507
Email: [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.

26. 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.

27. 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.

28. 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.

29. 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, faxe d 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 A greement 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.

30. 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 strictl y 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.

31. Public Records Act Disclosure. Consultant has been advised and is aware that this Agreement and Docusign Envelope ID: 05325068-7085-4AA0-A436-8006641C5BD3

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.

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

33. 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.

34. 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 eff ective 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. Electr onic signatures include facsimile or email electronic signatures. Each executed counterpart shall be deemed an original. All counterparts, taken together, constitute the executed Agreement. If any term, condition or covenant of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall be valid and binding.

(The Remainder of This Page is Intentionally Left Blank) (Signature Page Follows)

Docusign Envelope ID: 05325068-7085-4AA0-A436-8006641C5BD3

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

CITY OF GARDENA

By ______________________ Date ____________________
Tasha Cerda
Mayor

ACCEPTED: CONSULTANT

By ______________________ Date ____________________
Patrick Scully
Chief Commercial Officer

By ______________________ Date ____________________
Michael Dominici
Chief Financial Officer

APPROVED AS TO FORM:

________________________ Date ____________________
Carmen Vasquez
City Attorney

ATTEST:

________________________ Date ____________________
Mina Semenza
City Clerk

Docusign Envelope ID: 05325068-7085-4AA0-A436-8006641C5BD3 8/1/2025
8/3/2025
8/4/2025
Docusign Envelope ID: 05325068-7085-4AA0-A436-8006641C5BD3 I F B 2024 - 11 A d d e n d u m # 1 P a g e | 1

ADDENDUM NO. 1
IFB No. 2024-11

DRIVER PROTECTION SYSTEM RETROFIT
Issued July 16, 2025

The City Gardena issues this addendum before the bids are due, to inform bidders of revisions to the Invitations for Bids (IFB) package and is hereby made a part of the IFB documents. The following changes, additions, and/or clarifications shall be made to the requirements for the above-mentioned project. In case of a conflict between the original IFB package and this Addendum, this Addendum shall govern. All requirements contained in the IFB package shall apply to this Addendum, and the general character of the project called for in this Addendum shall be the same as originally set forth in the applicable portions of the IFB documents, unless otherwise specified under this Addendum. All incidental work necessitated by this Addendum, as required to complete the project, shall be included in the IFB, although not specifically mentioned in this addendum. The balance of the IFB documents shall remain unchanged.

This addendum includes clarifications and answers to questions received by GTrans beginning June 23, 2025 to July 9, 2025.

The bidder shall acknowledge receipt of this Addendum on Form B (“Transmittal Letter Form”) as part of their bid.

CLARIFICATIONS TO IFB 2024-11 DRIVER PROTECTION SYSTEM RETROFIT

Q1: Regarding Sample Agreement - 21. Insurance. Coverage, Limits and Policy Requirements (C.4), the sample agreement includes a requirement for Professional Errors & Omissions coverage. Because the services outlined in this IFB do not involve activities typically covered by this type of policy, we request to remove this requirement from the bid.

A1: GTrans will agree to removing Section 21(C)(4), “Professional Errors & Omissions.”

Docusign Envelope ID: 05325068-7085-4AA0-A436-8006641C5BD3 I F B 2024 - 11 A d d e n d u m # 1 P a g e | 2

Q2: Based on the work instructions, a retrofit kit has been installed on a sample/training bus. How many hours did it take to complete the retrofit installation? A2: It took GTrans 8 hours to install the retrofit kit on the sample/training bus.

Q3: Based on our records, 17 of the barriers were recently purchased from us/NFI Parts.

Can you share where the other 20 barriers are coming from? A3: The other 20 barriers were included in GTrans’ 2023 El Dorado National bus build.

Q4: Can you share who supplied the parts for these retrofit kits? A4: GTrans sourced retrofit kit parts from multiple vendors. The complete list can be disclosed to the awarding bidder.

***AS A REMINDER, THE DEADLINE TO SUBMIT BIDS TO THIS IFB IS JULY 25, 2025 AT 3:00 PM PST VIA PLANETBIDS.***

- End of Document -
Docusign Envelope ID: 05325068-7085-4AA0-A436-8006641C5BD3 IFB No. 2024-11
Driver Protection System Retrofit

INVITATION FOR BID
FOR

DRIVER PROTECTION SYSTEM RETROFIT

IFB NO. 2024-11

JUNE 2025

City of Gardena
Transportation Department
13999 S. Western Avenue
Gardena, CA 90249

Docusign Envelope ID: 05325068-7085-4AA0-A436-8006641C5BD3 IFB No. 2024-11
Driver Protection System Retrofit

TABLE OF CONTENTS
INVITATION FOR BID .......................................................................................................................... 2 PROCUREMENT SCHEDULE ............................................................................................................. 3 SECTION 1 INSTRUCTIONS TO BIDDERS .................................................................................... 4 SECTION 2 GENERAL TERMS AND CONDITIONS .................................................................... 10 SECTION 3 SCOPE OF WORK ..................................................................................................... 15 SECTION 4 REQUIRED DOCUMENTS ....................................................................................... 19

ATTACHMENT A – BARRIER RETROFIT INSTALLATION INSTRUCTIONS ATTACHMENT B – SAMPLE AGREEMENT

Docusign Envelope ID: 05325068-7085-4AA0-A436-8006641C5BD3 IFB No. 2024-11
Driver Protection System Retrofit

INVITATION FOR BID No. 2024-11

DRIVER PROTECTION SYSTEM RETROFIT

PUBLIC NOTICE IS HEREBY GIVEN that the City of Gardena – its Transportation Department (GTrans) invites and shall receive bids up to Friday, July 25, 2025 at 3:00 PM PST for installation and retrofit of 37 Enhanced Operator Barrier (EOB) retrofit kits to its existing 40-foot El Dorado National Axess buses. Work shall take place at GTrans’ facility, located at 13999 S. Western Ave., Gardena, CA 90249.

Copies of the bid and any addendums may be obtained by visiting The City’ online procurement platform, “PlanetBids”, which can be accessed via GTrans webpage at:
http://ridegtrans.com/contact/how-to-do-business-with-The City/ Bids shall only be accepted via PlanetBids and are due by no later than Friday, July 25, 2025 at 3:00 PM PST. Bids received after the date and time specified above shall be rejected by the City as non-responsive.

Docusign Envelope ID: 05325068-7085-4AA0-A436-8006641C5BD3 IFB No. 2024-11
Driver Protection System Retrofit

PROCUREMENT SCHEDULE

The schedule of activities and corresponding due dates related to this IFB are as follows.

GTrans reserves the right to modify this schedule as needed.

ACTIVITY DATE
Release of Invitation for Bids Wednesday, June 23, 2025 Deadline for Questions, Clarifications and
Deviations
Wednesday, July 9, 2025
at 3:00 p.m. PDT
Deadline for Submission of Bids Friday, July 25, 2025
at 3:00 p.m. PDT
Estimated Contract Start Date September 2025

Docusign Envelope ID: 05325068-7085-4AA0-A436-8006641C5BD3 IFB No. 2024-11
Driver Protection System Retrofit

SECTION 1

INSTRUCTIONS TO BIDDERS

Docusign Envelope ID: 05325068-7085-4AA0-A436-8006641C5BD3 IFB No. 2024-11
Driver Protection System Retrofit

INSTRUCTIONS TO BIDDERS

1.1 MINIMUM QUALIFICATIONS
In order for a Bid to be considered, the Bidder shall bid and provide all services per Scope of Work. The contract will be awarded in whole and not in parts. GTrans reserves the right to reject a bid based on services deemed inadequate or unacceptable at its sole discretion.

Bidder must have necessary skills, experience, licenses, and other credentials to provide the necessary service to fully comply with the requirements. Bidders shall have a minimum of five (5) years of transit vehicle installation work experience of similar work. Bidders shall list their previous experience in Required Form H, “References.”

1.2 BID FORMAT AND SUBMITTAL
The bidding process will be conducted online via The City’ electronic bidding system, “PlanetBids”.

PlanetBids can be accessed via GTrans’ website at: http://ridegtrans.com/contact/how-to-do-business- with-gtrans/
In addition to submission of the Required Documents listed in Section 4, Bidders shall enter their grand total bid amount in the bid/cost section in PlanetBids. The grand total bid amount entered in PlanetBids shall match the grand total listed in Required Form I, “Bid Form.” If the grand totals do not match, then GTrans shall use the grand total listed in Required Form I, “Bid Form.” Bids shall be accepted via PlanetBids only and are due by no later than Friday, July 25, 2025, at 3:00 PM PST. Bids submitted via any other method shall be rejected.

1.3 EXAMINATION OF BID DOCUMENTS
By submitting a Bid, Bidder represents that: (1) Bidder has thoroughly examined and become familiar with the Work required under this IFB, (2) Bidder comprehends all conditions that may impact the Bid, (3) Bidder has reviewed all addenda, and (4) Bidder is capable of providing the equipment, goods and services necessary to perform the Work and/or meet the specifications outlined in this IFB, in a manner that meets the City’s objectives. Failure to examine the documents and inform itself shall be at the Bidders’ own risk.

A Bidder shall have no claim against the City based upon ignorance of or misunderstanding of the IFB documents. Once the award has been made, failure of a Bidder to have read all of the conditions, instructions and the Agreement shall not be cause to alter any term of the Agreement nor shall such failure provide valid grounds for a Bidder to withdraw its Bid or to seek additional compensation.

1.4 ADDENDA
Any changes made by the City to the requirements in this IFB will be made by written addenda. Any written addenda issued to this IFB shall be incorporated into the terms and conditions of any resulting Agreement. The City will not be bound by any modificat ions to or deviations from the requirements set forth in this IFB as the result of oral instructions. The City reserves the right to revise or withdraw this IFB at any time and for any reason. Addenda shall be published via The City’s online bidding platform.

Docusign Envelope ID: 05325068-7085-4AA0-A436-8006641C5BD3 IFB No. 2024-11
Driver Protection System Retrofit

1.5 INQUIRIES, CLARIFICATIONS, DEVIATIONS
Should a Bidder have inquiries, require clarifications, or request deviations to this IFB, the Bidder shall notify The City in writing via PlanetBids only. Should The City, in its sole discretion, determine that the point in question is not clearly and fully set forth, The City will issue a written addendum clarifying the matter via PlanetBids.

All inquiries, clarifications, or requests for deviations shall be submitted by Wednesday, July 9, 2025 at 3:00 PM PST. Responses and addendums shall be published via PlanetBids.

1.6 REQUESTS FOR APPROVED EQUALS
Request for approved equals shall be received by the City of Gardena Transportation Department in writing via Planetbids by no later than Wednesday, July 9, 2025 at 3:00 PM PST. Any request for an approved equal shall be fully supported with technical data, test results, or other pertinent information as evidence that the substitute offered is equal to or better than the salient characteristics noted in the specifications in Section 3, “Scope of Work.” The burden of proof as to the equality, substitutability, and compatibility of proposed alternates or equals shall be upon the Bidder, who shall furnish all necessary information at no cost to the City. The Ci ty shall be sole judge as to the equality, substitutability, and compatibility of proposed alternates or equals.

The City is not responsible for failure to respond to a request that has not been submitted in accordance with this section. Request for approved equals received after the deadline will not be accepted or responded to.

1.7 ERRORS IN BID
All Bidders are responsible for errors and omissions in their bid. No consideration will be given by the City to allow bids to be withdrawn once a bid has been opened. Any errors and omissions will not serve to diminish the Bidder’s obligations to the City.

1.8 MODIFICATION OR WITHDRAWAL OF BID
Bidders may modify or withdraw their bid in writing, provided that such requests are received by the City prior to the exact hour and date specified for bid submission or they shall be disregarded. A bid may also be withdrawn in person by a bidder or an authorized representative prior to the bid deadline provided the bidder’s identity is made known and her/she signs a receipt for the bid.

1.9 BID REJECTION
In its discretion, the City reserves the right to:

A. Reject any and/or all bids for no reason or any reason including but not limited to the following:

1. The bid is incomplete, non-responsive, obscure, irregular or lacking necessary detail and specificity.

2. The Bidder, in the sole judgment of the City, lacks the qualifications, experience, and/or responsibility necessary to provide the services.

3. The Bidder failed or neglected to complete and submit any information within the time specified by the City, and as may be otherwise required herein.

Docusign Envelope ID: 05325068-7085-4AA0-A436-8006641C5BD3 IFB No. 2024-11
Driver Protection System Retrofit

B. Reject any bid that, in the opinion of the City is so unbalanced in comparison to other bids received and/or to the City’s internal estimates that it does not accurately reflect the cost to perform.

C. Accept all or any part of a bid.

D. Cancel the entire IFB.

E. Issue subsequent IFBs.

F. Waive any errors or informalities in any bid, to the extent permitted by law.

G. Award to one or more bidders in part or whole or award to none

1.10 PRE-CONTRACTUAL EXPENSES
The City will be under no obligation for payment of pre-contractual expenses. Pre- contractual expenses are defined as expenses incurred by Bidder in:
• Preparing the bid in response to this request.
• Submitting that bid to the City.
• Negotiating with the City any matter related to this bid, and/or • Any other expenses incurred by the Bidder prior to date of award.

1.11 RESPONSIBILITY FOR COMPLIANCE WITH LEGAL REQUIREMENTS The Bidder’s products, services, and facilities shall be in full compliance with all applicable Federal, State and local regulations, standards, and ordinances, regardless of whether or not they are referred to in the IFB.

1.12 CONFIDENTIALITY AND PUBLIC RECORD
All Bidders are hereby put on notice that each bid received shall become the exclusive property of the City and, unless the City’s prior written agreement to maintain all or part of a bid confidential as a trade secret is first obtained, each bid shall be subject to disclosure pursuant to the California Public Records Act and/or the Federal Freedom of Information Act. The City shall not in any way be liable or responsible for the disclosure of any bids or portions thereof absent such agreement; nor shall such agreement preclude the City from disclosing any bid or portion thereof where such disclosure is required by law.

1.13 JOINT OFFERS
Where two or more Bidders desire to submit in response to this IFB, they shall do so on a prime - subcontractor basis rather than as a joint venture. City of Gardena intends to contract with a single firm and not with multiple firms doing business as a joint venture. Any bid submitted on behalf of any form of joint venture or partnership between two (2) existing Bidders may be rejected as non-responsive.

1.14 SINGLE BID RESPONSE
If only one bid is received in response to this IFB, a detailed cost/price bid may be requested of the Bidder.

A cost or cost and price analysis and evaluation and/or audit of the cost may be performed in order to determine if the price is fair and reasonable. If the City determines a cost analysis is required, Bidder shall be prepared to provide, upon request, cost summaries of estimated costs (i.e. labor, equipment, supplies, overhead costs, and profit) and documentation supporting all cost elements.

Docusign Envelope ID: 05325068-7085-4AA0-A436-8006641C5BD3 IFB No. 2024-11
Driver Protection System Retrofit

1.15 PROTEST PROCEDURES
City of Gardena Ordinance No. 1493 specifies the policies and procedures to be used to ensure that all purchases, contracts and services are obtained through fair and open competition. The Purchasing Officer has the authority and the responsibility to ensure that all procurement is in compliance with this policy.

Should any individual, organization or group believe that these policies have been violated they may make an appeal in writing to the Purchasing Officer who is obligated to investigate the protest and provide an official response to the protest.

Protests shall be submitted within ten (10) working days of notification that a bid has been awarded. All protests shall state specifically:
• The bid title, opening or award date, purchase order or other identifying data; • The specific policy that is alleged to have been violated; • The adverse effect alleged to have resulted from the policy violations; • The corrective action being sought as a remedy.

The Purchasing Officer will respond in writing to the protester no later than ten (10) working days from receipt of the protest. The response shall include:
• Review of the policy as applied in the transaction being questioned; • Response to each material issue raised in the protest; • Statement of whether a violation has indeed occurred; • Corrective action to be taken if any is warranted.

According to City policies, the decision of the Purchasing Officer is appealable to the City Manager by a firm receiving the decision by the Purchasing Officer. If no appeal has been received in the office of the City Manager on the fifth working day follo wing the date of the decision, the decision of the Purchasing Officer shall be considered final.

Should an appeal be received by the City Manager, a response will be provided to the protester within five (5) working days and shall be considered final.

Whenever possible, the award of procurement will not be made final until all bid protests have been satisfactorily resolved. Final award will not be made until five (5) days after notification of protest decision has been provided to the protesting party(ies). The City does reserve the right to proceed with the award pending the resolution of the bid protest when it is determined that:
• The items to be procured are urgently required;
• Delivery or performance will be unduly delayed by failure to make the award promptly; or • Failure to make prompt award will otherwise cause undue harm to the City or funding agent.

Bid protests are to be directed in writing to:

City of Gardena‐Purchasing Officer
Bid Protest for – DRIVER PROTECTION SYSTEM RETROFIT – IFB 2024-11 13999 S. Western Ave.

Gardena, CA 90249
Docusign Envelope ID: 05325068-7085-4AA0-A436-8006641C5BD3 IFB No. 2024-11
Driver Protection System Retrofit

Formal Protests shall clearly state the following on the outside of the envelope:

BID PROTEST FOR – “DRIVER PROTECTION SYSTEM RETROFIT – IFB 2024-11”

1.16 INCORPORATION OF BID INTO AGREEMENT
This IFB and the Bidder’s response, including all promises, warranties, commitments and representations made in the successful bid, shall be binding and incorporated by reference in the City’s contract with the successful Bidder.

1.17 AWARD OF CONTRACT
Bids will be evaluated based on the lowest grand total price of barrier retrofit labor. Bidders shall include the hourly rate of additional work, but this hourly rate shall not be counted toward the grand total price to determine the lowest bid. The City will only accept the lowest responsive and responsible bid that is in compliance with the bid specifications and Scope of Work as described in this IFB document. The responsiveness and responsibility of the lowest bidder shall be evaluated by GTrans after bid opening.

If two or more bids received are for an equivalent amount, quality and service being equal and if public interest will not permit the delay of re-advertising for bids, GTrans may accept the bid it chooses or accept the lowest bid made by negotiation with the tie bidders.

The successful Bidder will be deemed to be a responsible contractor possessing the ability, willingness, and integrity to perform successfully under the terms and conditions of the contract.

No agreement shall exist until the City Council or City Manager has awarded the Agreement and it has been mutually executed. The City reserves the right to reject any and all bids for any reasons, to waive any informality or minor errors as determined by t he City in any bid and to award the Agreement as the interest of the City may require.

1.18 BID VALIDITY PERIOD
Bids and all terms and conditions herein shall be valid for a period of 120 days from the bid due date.

Docusign Envelope ID: 05325068-7085-4AA0-A436-8006641C5BD3 IFB No. 2024-11
Driver Protection System Retrofit

SECTION 2

GENERAL TERMS AND CONDITIONS

Docusign Envelope ID: 05325068-7085-4AA0-A436-8006641C5BD3 IFB No. 2024-11
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GENERAL TERMS AND CONDITIONS

2.1 DEFINITIONS
Agreement - The Contract to be negotiated and entered into by the City and the successful Bidder for the work described in this IFB.

Bidder/Vendor/Contactor/Consultant - Any manufacturer, firm, company or agency providing services, equipment, software, or supplies for this IFB.

Change - Additions, deletions or other revisions to the Work within the general scope of the contract. The City through issuance of a modification shall direct a change.

City - The City of Gardena, a municipal corporation.

Contract - The written agreement executed by the City and the successful Bidder which sets forth the rights and obligations of the Parties in connection with the Work, and which includes the Contract Documents.

Days - Calendar days unless specifically noted otherwise.

Defect - Patent or latent malfunction of failure in manufacture or design of any component or subsystem that causes a product to cease operating or causes it to operate in a degraded mode.

IFB - Invitation for Bid.

Notice to Proceed - Purchase Order issued from the City to the successful Bidder specifying the date on which the Work under the Contract is to be initiated.

Successful Bidder – Proposer, Contractor or Consultant.

Special Provisions - Contract Document containing requirements that modify or supplement the General Terms and Conditions.

Specifications - Part of the contract documents that adequately and completely describes the locations, dimensions, character, properties, requirements and details of the Work. Contract specifications include, without limitation, all things described, referenced, or sta ted in any Contrac t document as a “Specification”, “Statement of Work” or “Scope of Work” or “Scope of Services” or “Drawings”.

Work - Any and all of the labor, material, services, supervision, tools, machinery, equipment, supplies, facilities and support used by the Bidder to generate the results specified, indicated or implied in the requirements described in the contract Statement of Work and/or Specifications.

2.2 ASSIGNMENT AND SUBCONTRACTORS
Neither this IFB nor any interest herein nor claim hereunder may be assigned by successful Bidder either voluntarily or by operation of law, nor may all or part of this IFB or subsequent agreement be subcontracted by successful Bidder, without the prior written consent of the City of Gardena. Consent by the City shall not be deemed to relieve successful Bidder of obligations to comply fully with the requirements hereof.

Docusign Envelope ID: 05325068-7085-4AA0-A436-8006641C5BD3 IFB No. 2024-11
Driver Protection System Retrofit

2.3 SAMPLE AGREEMENT
A form approved by the City Attorney shall be executed between the City and the successful Bidder prior to commencement of any work. See Attachment C for the Sample Agreement. Bidders shall accept these conditions.

2.4 ASSUMPTION OF RISK OF LOSS
Unless otherwise provided, Bidder shall have title to and bear the risk of loss of or damage to the items purchased hereunder until they are delivered in conformity as outlined in the IFB at the F.O.B. point specified herein, and upon such delivery Bidder’s responsibility for loss or damage shall cease, except for loss or damage resulting from Bidder’s negligence.

2.5 WAIVER OF TERMS AND CONDITIONS
The failure of the City or the successful Bidder to enforce one or more of the terms or conditions of the Agreement or to exercise any of its rights or privileges, or the waiver by the City of any breach of such terms or conditions, shall not be construed as thereafter waiving any such terms, conditions, rights, or privileges, and the same shall continue and remain in force and effect as if no waiver had occurred.

2.6 INTEREST OF MEMBERS OF THE CITY
The successful Bidder covenants that it presently has no interest and shall not acquire any interest, direct or indirect, in the City or any other interest which would conflict in any manner or degree with the performance of its services hereunder. The suc cessful Bidder further covenants that in the performance of this Agreement no person having any such interest shall be employed by successful Bidder.

2.7 CANCELLATION OF AGREEMENT
In any of the following cases, the City shall have the right to cancel the Agreement without expense to the City: (1) the successful Bidder is guilty of misrepresentation; (2) the Agreement is obtained by fraud, collusion, conspiracy, or other unlawful mea ns; or (3) the Agreement conflicts with any statutory or constitutional provision of the State of California or the United States. This section shall not be construed to limit the City’s right to terminate the contract for convenience or default, as provided herein.

2.8 FORCE MAJEURE
The successful Bidder shall not be liable for any failure to perform if acceptable evidence has been submitted to the City that failure to perform the Agreement was due to causes beyond the control and without the fault or negligence of the successful Bidder. Examples of such causes include acts of God, civil disturbances, fire, war, pandemic, or floods, but does not include labor related incidents such as strikes or work stoppages or unavailability of any product to be supplied to the City.

2.9 EXCESS REPROCUREMENT LIABILITY
Bidder shall be liable to the City of Gardena for all expenses incurred by the City in reprocuring elsewhere the same or similar items or services offered by the Bidder hereunder, should Bidder fail to perform or be disqualified for failure to meet terms and conditions set forth herein. Such reprocur ement expense obligation by Bidder shall be limited to the excess over the price specified herein for such items or services.

Docusign Envelope ID: 05325068-7085-4AA0-A436-8006641C5BD3 IFB No. 2024-11
Driver Protection System Retrofit

2.10 CERTIFICATE OF NON-COLLUSION
Bidder’s shall represent and warrant that all submittals for this work are genuine and not sham or collusive or made in the interest of or on behalf of any person not therein named, and that the Bidder has not, directly or indirectly, induced or solicited any other Bidder to put in a sham Bid or any other person, firm or corporation to refrain from bidding, and that the Bidder has not in any manner sought by collusion to secure to the Bidder or another Bidder an advantage over any other Bidder. Refer to Form D for the required certification.

2.11 PATENT AND COPYRIGHT INFRINGEMENT
In lieu of any other warranty by the City or the successful Bidder against patent or copyright infringement, statutory or otherwise, it is agreed that successful Bidder shall defend at its own expense any claim or suit against the City on account of any allegation that any item furnished under this Agreement or the normal use of sale thereof arising out of the performance of this Agreement, infringes on any present existing United States letter patent or copyright and successful Bidder shall pay all costs a nd damages finally awarded in any such suit or claim. Provided that successful Bidder is promptly notified in writing of the suit or claim and given authority, information and assistance at the Bidder expense of same.

However, the successful Bidder will not indemnify the City if the suit results from: (1) City’s alteration of a deliverable, such that said deliverable in its altered form infringes upon any presently existing United States letters patent or copyright; or (2) the use of a deliverable in combination with other materi al not provided by the Bidder when such use in combination infringes upon an existing United States letters patent or copyright.

The successful Bidder shall have sole control of the defense of any such claim or suit and all negotiations for settlement thereof. The successful Bidder shall not be obligated to indemnify the City under any settlement made without the Bidder’s consent or in the event the City fails to cooperate fully in the defense of any suit or claim, provided, however, that said defense shall be at the Bidder’s expense. If the use or sale of said item is enjoined as a result of such suit or claim, the Bidder, at no exp ense to the city, shall obtain for the City the right to use and sell said item, or shall substitute an equivalent item acceptable to the City and extend this patent and copyright indemnity thereto.

2.12 CONFLICTS OF INTEREST
Each Bidder represents and warrants, and if awarded a contract, will covenant, that it presently has no interest and shall not acquire any financial interest, direct or indirect, in any City business or any other interest which would conflict in any manner or degree with the performance of the services to be performed. The successful Bidder shall further covenant that in the performance of the Agreement no person having any such interest shall be employed. Successful Bidder further covenants and warrants that successful Bidder and its officers, employees, associates and subconsultants, if any, will comply with all conflict of interest statutes of the State of California applicable to the performance of services contemplated by this IFB, including, but not limi ted to, the Political Reform Act (Government Code Sections 81000, et seq.) and Government Code Section 1090. During the term of the Contract, successful Bidder and its officers, employees, associates and subconsultants shall not, without the prior writte n approval of the City Manager, perform work for another person or entity for whom successful Bidder is not currently performing work that would require successful Bidder or one of its officers, employees, Docusign Envelope ID: 05325068-7085-4AA0-A436-8006641C5BD3 IFB No. 2024-11
Driver Protection System Retrofit

associates or subconsultants to abstain form a decision under the Contract pursuant to a conflict-of- interest statute.

2.13 NO BONDING REQUIRED
No bonding is required.

2.14 REPORTING
GTrans is interested in any reporting available by the awarded contractor, however, this is not a requirement.

2.15 INVOICING
Invoices shall be issued based on complete work. This is a firm fixed contract with a total not -to-exceed amount. Bidders shall provide fixed unit cost per bus, and any additional cost outside of bus retrofit installation will be listed in Required Form I, “Bid Form.” Invoice should clearly indicate which bus was completed in that time period using bus numbers, and invoice should include the date(s) of work for each bus.

Bidders shall be solely responsible for considering in their bid any future local, state or federal minimum wage increases and complying with all local, state and federal wage, labor and employment laws. Bidders shall consider all labor trades and rates, material costs, equipment costs, overhead costs, travel cost, etc., necessary to complete this contract. Failure to comply with the above instructions as well as using the GTrans bid form may be cause for the Bid to be deemed non-responsive.

Docusign Envelope ID: 05325068-7085-4AA0-A436-8006641C5BD3 IFB No. 2024-11
Driver Protection System Retrofit

SECTION 3

SCOPE OF WORK

Docusign Envelope ID: 05325068-7085-4AA0-A436-8006641C5BD3 IFB No. 2024-11
Driver Protection System Retrofit

SCOPE OF WORK

3.1 GENERAL
The City of Gardena’s Transportation Department (GTrans) intends to award a contract to a qualified Contractor to install and retrofit 37 Enhanced Operator Barrier (EOB) Retrofit Kits to its existing Arrow Global Barriers on 40-Foot El Dorado National Axess Buses.

Enhanced Operator Barrier (EOB) Retrofit:

Enhanced Operator Barrier Kit Quantity
EOB-Kit 37

GTrans’ 40-Foot El Dorado National Axess Buses in Total:

Bus Type Model Year Quantity
El Dorado National Axess 2020 18*
El Dorado National Axess 2023 20
* One bus from the 2020 series will be used for training. The Contractor will be installing on remaining 17.

Contractor shall follow Occupational Safety and Health Administration (OSHA)’s General Industry Standard Regulation 29 CFR 1910 and all industry mandated safety rules and policies while on GTrans’ property. Proper personal protective equipment (PPE), including but not limited to steel toe boots, safety glasses, and ear protection, shall be worn while working on GTrans’ property. Failure to follow these rules and policies may lead to the Contractor being asked to leave GTrans’ property at Contractor’s expense.

Contractor shall comply with all federal, state, and local regulations and accepted industry practices typical for Scope of Work requested.

3.2 ENHANCED OPERATOR BARRIER RETROFIT SPECIFICATIONS
a) Contractor shall follow all installation instructions required in Attachment A, “Enhanced Operator Barrier Retrofit Installation Instructions.”
b) All parts of the kit are to be proved by GTrans. The Contractor is not responsible to provide materials for the EOB retrofit kit.
c) Part of this retrofit incorporates the HVAC system. See Attachment A for more information.

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Driver Protection System Retrofit

3.3 INSTALLATION
a) The Contractor shall safely install EOB kit, as well as remove and properly dispose of existing material and parts no longer in use due to this retrofit. b) Due to potential dimensional discrepancies found in each bus associated with manufacturing tolerances, stanchion poles, placement of driver’s controls, onboard communication equipment, fareboxes and others, it shall be the Contractor’s responsibility to adjust each retrofit kit as necessary with prior approval of GTrans’ designated quality control inspector. c) The Contractor shall be shown how to properly install the retrofit barrier on one bus (2020 El Dorado National Axess). Contractor shall have their Project Manager, Supervisor, or Lead who will be overseeing the installation attend this training. d) The Contractor shall complete a minimum of 2 buses per day at an average rate of 8 hours spent per bus. The Contractor should provide a minimum of two teams, with each time working on a bus concurrently. The Contractor shall complete all 37 buses within 30 working days. e) The Contractor shall be responsible for completing the installation of all 37 kits and present each completed bus to GTrans personnel to be approved or rejected. If rejected, GTrans shall indicate the reasons for the rejections and the Contractor shall correct the discrepancies and present again their proposed finished product within a reasonable time. f) During the evaluation and acceptance of the retrofit, GTrans findings and noted discrepancies shall be considered final and as such, the Contractor shall be responsible for correcting all noted discrepancies to GTrans’ satisfaction.
g) Attention will need to be paid to the hinge/pivot areas of the barrier installation to avoid having areas where pinch points can exist during opening and closing the barrier door. h) GTrans shall provide access to its facility and designated work area for the Contractor. Necessary power requirements shall be provided to the Contractor for the purpose of onsite work.

However, the Contractor shall be responsible for providing any hand and power tools, installation equipment, personal protection equipment, and other tools required. i) The Contractor shall have a Project Manager, Supervisor, or Lead to be on-site during the time of work. This person will be the main contact point for GTrans.

3.4 WARRANTY
The Contractor shall warrant for one (1) year the workmanship, damage to material, parts or existing components during installation. The warranty period for each bus retrofit shall commence upon completion of installation or release of the bus for revenue service, whichever comes later.

The Contractor shall be responsible for providing warranty support and repairs within seventy -two (72) hours of receipt of GTrans’ notification requesting such service. Field service shall be provided Docusign Envelope ID: 05325068-7085-4AA0-A436-8006641C5BD3 IFB No. 2024-11
Driver Protection System Retrofit

within the specified twenty-four (24) hour period, five (5) days per week, not including weekends or holidays.

3.5 WORKMANSHIP STANDARDS
a) The Contractor shall follow good workmanship techniques consistent with accepted industry standard practices. The Contractor shall be responsible for any damage that results from poor workmanship and failure to follow accepted practices and/or specific instructions contained in the provided manual.
b) When drilling or cutting, the Contractor shall ensure not to damage anything behind the panel being drilled and/or cut into. The Contractor shall take adequate precautions such as removing the piece or protecting any underlying structures, cables, hoses, etc. by using a backing plate.

After any cutting or drilling operation, the Contractor shall thoroughly deburr the work piece on both sides so that there are no sharp edges when complete. c) When mounting components, the Contractor shall use the specified hardware noted in the installation instruction (Attachment A), all of which shall be tightened to appropriate torques.

The Contractor shall apply Loctite to any overhead threaded fasteners where locknuts are not used. If the Contractor finds that the specified hardware is incorrect or inadequate, that the specified mounting location is not available or some other issue, then the Contractor shall notify GTrans as soon as possible. GTrans shall provide the Contractor with instructions on how to proceed. Any deviations from the procedures or equipment contained in the installation manual must be approved by GTrans. The Contractor shall note any deviations.

3.6 INSTALLATION SCHEDULE
GTrans operators from 4:00 a.m. to 12:00 a.m. midnight from Monday to Friday, and from 6:00 a.m. to 11:00 p.m. on Saturday and Sunday. Awarded Contractor shall only work during the time mutually agreed between GTrans and the Contractor.

Parts for the retrofit kits are expected to arrive about 2 to 4 months after GTrans placed the order.

The expected date for parts and material to be ready for installation is September 1, 2025, but it may be subject to change. GTrans and the Awarded Contra ctor shall coordinate to select a mutually agreed start date once the retrofit kits are available.

Docusign Envelope ID: 05325068-7085-4AA0-A436-8006641C5BD3 IFB No. 2024-11
Driver Protection System Retrofit

SECTION 4

REQUIRED DOCUMENTS

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FORM A

BID SUBMISSION CHECKLIST

This checklist shall be completed and returned with the Bid. Failure to return this checklist may be cause for considering the Bid non-responsive. Furthermore, failure to return all Exhibits listed below completed and signed may be cause for considering the Bid non-responsive.

DESCRIPTION REQUIRED FORMS

REFERENCE LETTER
BIDDER’S

INITIAL

1. Bid Submission Checklist (This Form) A

2. Transmittal Letter B

3. Business Questionnaire C

4. Non-Collusion Affidavit of Prime Bidder D

5. Drug-Free Workplace Certification E

6. Designation of Subcontractors F

7. Conflicts of Interest Statement G

8. References H

9. Bid Form (To be submitted separately as “Cost File”
on PlanetBids”) I

Company Name:

Name of Bidder initialing
document (PRINT NAME):

Email address of Company
Contact:

Signature
Title:

Date:

Docusign Envelope ID: 05325068-7085-4AA0-A436-8006641C5BD3 IFB No. 2024-11
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FORM B

TRANSMITTAL LETTER

CITY OF GARDENA GTRANS
ATTN: RACHEL YOO
13999 S. WESTERN AVENUE
GARDENA, CA 90249

SUBJECT: INVITATION FOR BID (IFB) NO. 2024-11
In response to the subject Invitation for Bid (IFB) and in accordance with the accompanying Instructions to Bidders, the Bidder hereby commits to the City of Gardena to perform the work in accordance with the provisions in the Bid Contract Documents and any addenda thereto and at the prices stated in the Bid Form, which will be included and made a part of any subsequent Contract.

The Bidder agrees that the Bid constitutes a firm offer that cannot be withdrawn for one hundred twenty (120) calendar days from the Bid opening or until the Contract for the work is fully executed between the City and a third party, whichever is earlier.

If awarded a contract, the Bidder agrees to execute the Agreement and deliver it to the City of Gardena within seven (7) calendar days after receiving a Letter of Award together with the necessary certificates of insurance and any applicable performance or payment bonds. The Contractor shall proceed with the work upon receipt of a Notice to Proceed.

The Bidder certifies that it has:

1. Examined and is fully familiar with all the provisions of the IFB Documents and any addenda thereto:

2. Satisfied itself as to the requirements of the Contract, the nature and location of the work, the general and local conditions to be encountered in performance of the work, and all other matters that can in any way affect the Work and/or the cost thereof.

3. Examined the requirements in Scope of Work and that the entities performing the work can fulfill the specified requirements; and

4. Carefully reviewed the accuracy of all statements and figures shown in the Bid and attachment hereto.

Therefore, the undersigned hereby agrees that the City of Gardena will not be responsible for any errors or omissions in the Bid.

The Bidder further certifies that:

1. The only persons, firms, corporations, joint ventures/partnerships, and/or other parties interested in the Bid as principals are those listed as such in the Bid Forms and that,

2. The Bid has been prepared without collusion with any other person, firm, corporation, joint venture/partnership, and/or other party.

Docusign Envelope ID: 05325068-7085-4AA0-A436-8006641C5BD3 IFB No. 2024-11
Driver Protection System Retrofit

The undersigned acknowledges receipt, understanding and full consideration of the following addenda to the Bid Documents:

Addenda No(s)

________________ Dated _____________ ________________ Dated ______________ ________________ Dated _____________ ________________ Dated ______________ Failure to acknowledge receipt of all addenda may cause the Bid to be considered non - responsive to the solicitation. Acknowledged receipt of each addendum shall be clearly established and included with the Bid /offer.

Bidder’s Name ____________________________________________ Business Address __________________________________________ __________________________________________
Contact Person ____________________________________________ Phone ___________________________________________________ Fax ______________________________________________________ Email Address _____________________________________________

____________________________________ _______________________________________ Signature of Authorized Official Signature of Authorized Official

____________________________________ _______________________________________ Typed or Printed Name Typed or Printed Name

____________________________________ _______________________________________ Title Title

____________________________________ _______________________________________ Date Date
(Joint ventures/partnerships are to provide a signed copy of their agreement with their Bid.) For Bids requiring licenses the following information is required:

Contractor’s License No. ____________________________________

Expiration Date: __________________________
License Classification: ____________________________
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IFB No. 2024-11
Driver Protection System Retrofit

FORM C

BUSINESS QUESTIONNAIRE

1. Name of Proposed Contractor ("Business”, herein): __________________________________________________

___________________________________________________________________________________________

Doing Business As: ___________________________________________________________________________ Other business name, if applicable)
EIN#______________________________ NACIS Code______________________________

2. Business Mailing Address: _____________________________________________________________________ Street Address
_____________________________________________________________________ City State Zip Code

3. Business Telephone Number: ( ) _____________________ Fax Number: ( ) ________________________

E-mail address: _______________________________________________________

4. Business Type: Individual Corporation Partnership Joint Venture

5. Number of Years in Business: __________________________________________________________________

6. Annual Gross Revenue: (M represents Millions)

$1M or less $1M-$5M $5M-$10M $10M-$16M $16M or Over

7. Number of Employees:

Less than 50 50-100* 101-750 751-1,000 1,001 or over

8. Is Business Owned by Minority Ethnicity? Yes No

9. Ethnic Group: African American Hispanic American Native American Asian Pacific American Subcontinent Asian American Caucasian Other (Please Specify) _____________________________________

10. Female Owned Business? Male Owned Business?

11. Type of Work Performed: Construction Wholesale/Distributor Manufacturing Professional Service General/Technical Service Retail

12. Please provide a brief description of your materials and/or services:

13. Is the Business a subsidiary of another entity? Yes No

14. Has the Business, or any officer or partner thereof, failed to complete a contract? Yes No

15. Is any litigation pending against the Business? Yes No

16. Has the Business ever been declared a "not responsible" vendor by a public agency? Yes No

17. Has the Business been debarred, suspended, proposed for debarment, declared ineligible, voluntarily excluded or otherwise disqualified from bidding, proposing or contracting? Yes No

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IFB No. 2024-11
Driver Protection System Retrofit

FORM C Continued

BUSINESS QUESTIONNAIRE

18. Has the Business been a defaulter, as principal, surety or otherwise? Yes No

19. Has the government or other public entity requested or required enforcement of any of its rights under a surety agreement on the basis of a default or in lieu of declaring the Business in default? Yes No

20. Is the Business in arrears upon a contract or debt? Yes No

21. Are there any proceedings pending relating to the Business' responsibility, debarment, suspension, voluntary exclusion or qualification to receive a public contract? Yes No

22. Have liquidated damages or penalty provisions been assessed against the Business for failure to complete the work on time or for any other reason? Yes No

23. If a "yes" response is given under questions 15 through 22, please provide a detailed explanation including dates, references to contract information, contacts, etc. (attach additional pages as necessary). GTrans reserves the right to inquire further with respect thereto.

24. Name of principal financial institution for financial responsibility reference.

Name of Bank:

Address:

City and State:

Officer familiar with proposer’s account:

Federal Taxpayer I.D. number:

25. Please check all classifications that apply to your business:

DBE WBE MBE SBE SBRA LSAF

I, individually and on behalf of the business named above, do by my signature below certify that the information provided in this questionnaire is true and correct. I understand that if the information provided herein contains any false statements or any misrepresentations: 1) GTrans will have the grounds to terminate any or all contracts which GTrans has or may have with the business; 2) GTrans may disqualify the business named above from consideration for contracts and may remove the business from GTrans ’ proposers list; or/and 3) GTrans may have grounds for initiating legal action under federal, state or local law.

Note: This questionnaire is also a certification form; the information requested will be used to determine small business status as per 13 CFR Part 121. Additionally, this information will allow GTrans to report the amount of subcontracting activity with all businesses that offer the commodities and services used by GTrans.

Printed Name: Title

Signature of Owner: Date:
(Owner, CEO, President, Majority Stockholder or Designated Representative)

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IFB No. 2024-11
Driver Protection System Retrofit

FORM D

NON-COLLUSION AFFIDAVIT OF PRIME BIDDER

State of ________________________________ County of ______________________________, being first duly sworn, deposes and says that:
1) He/she is __________________________________________ of __________________________, (Owner,partner,officer,representative,or agent)
the bidder that has submitted the attached bid.
2) He/she is fully informed respecting the preparation and contents of the attached Bid and all pertinent circumstances respecting such Bid;
3) Such Bid is genuine and is not a collusive or sham Bid; 4) Neither the said bidder nor any of its officers, partners, owners, agents, representatives, employees or parties in interest, including this affiant, has in any way colluded, conspired, connived or agreed, directly or indirectly with any other Bidder, firm or person to submit a collusive or sham Bid in connection with the Contract for which the attached Bid has been submitted or to refrain from bidding in connection with such Contract or has in any manner, directly or indirectly, sought by agreement or c ollusion or communication or conference with any other Bidder, firm or person to fix the price or prices in the attached Bid or of any other Bidder, or to fix any overhead, profit or cost element of the Bid price or the Bid price of any other Bidder, or to secure through any collusion, conspiracy, connivance or unlawful agreement any advantage against the City of Gardena (OWNER) or any person interested in the proposed Contract; and
5) The price or prices quoted in the attached Bid are fair and proper and are not tainted by any collusion, conspiracy, connivance or unlawful agreement on the part of the Bidder or any of its agents, representatives, owners, employees, or parties in interest, including this affiant. _______________________________________ _____________________________________ Signature of Authorized Official Title of Authorized Official Subscribed and sworn to (or affirmed) before me on this _______________day of ____________, 20___, by_______________________________________________________, proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me.

(Seal)

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IFB No. 2024-11
Driver Protection System Retrofit

FORM E

DRUG-FREE WORKPLACE CERTIFICATION

I, _____________________________________________________, hereby certify on behalf of (name of authorized official)
_________________________________________ that:
(name of company)
The Contractor named above, and all Sub -Contractors working on this Contract, will comply with Government Code Section 8355 in matters relating to providing a drug-free workplace. The Contractor and all Sub-Contractors will, therefore:

1. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance are prohibited, and that specified actions will be taken against employees for violation of these prohibitions, as r equired by Government Code Section 8355(a).

2. Establish a Drug-Free Awareness Program, as required by Government Code Section 8355(b), to inform employees about all of the following:
a. The dangers of drug abuse in the workplace.
b. The firm’s policy of maintaining a drug-free workplace. c. Any available counseling, rehabilitation and employee assistance programs, and; d. Penalties that may be imposed upon employees for drug abuse violations, including that no employee who tests positive for use of a controlled substance shall be permitted to work on this Contract.

3. Provide, as required by Government Code Section 8355(c), that every employee who works on the proposed Contract:
a. Will receive a copy of the firm’s drug-free policy statement, and; b. Will agree to abide by the terms of the firm’s statement as a condition of employment on the Contract.

CERTIFICATION:

I, _______________________________________, hereby certify that the above named company, which I am duly authorized to represent, will comply with the Drug -Free Workplace requirements of this Contract. I understand that this certification is made under penalty of perjury, under the laws of the State of California.

Executed this ________ day of _____________________, 20___ By ____________________________________________
(Signature of Authorized Official)
______________________________________________
(Title of Authorized Official)

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IFB No. 2024-11
Driver Protection System Retrofit

FORM F

DESIGNATION OF SUBCONTRACTORS

To comply with the requirements of the California subletting and Subcontracting Fair Practices Act the Bidder shall submit with the Bid the names and business addresses of each subcontractor who will perform work under the contract in excess of ½ of 1 percent of the amount of the total Bid and shall list the portion of the work to be performed by each subcontractor.

Attach additional copies of this form if more space is needed.

Company Name and Address /
Contact Name and Phone No.

INCLUDE LICENSE NUMBERS
DBE
(Included in
CUCP List)
(Yes / No)
Small
Business
Enterprise
(Yes / No)
Description of
Work/Services
% of
Work
Estimated
Dollar
Amount

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IFB No. 2024-11
Driver Protection System Retrofit

FORM G

CONFLICTS OF INTEREST STATEMENT

Proposers shall provide a list of all entities with which it has relationships that create, or would appear to create, a conflict of interest with the work that is contemplated by this project. The list should indicate the name of the entity, the relationship to the Proposer, and a discussion of the conflict.

Name of Entity:

Relationship to Proposer:

Conflict: _

Name of Entity:

Relationship to Proposer:

Conflict:

Name of Entity:

Relationship to Proposer:

Conflict:

OR

I, , hereby certify that
Authorized Official
has no known relationships that
Company
create or would appear to create a conflict of interest with the work that is contemplated by this project.

Executed this _ day of , 20

By
(Signature of Authorized Official)

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IFB No. 2024-11
Driver Protection System Retrofit

FORM H

REFERENCES

All references shall be reachable and willing to furnish information by telephone conversation or email. Please ensure contact information is accurate and up-to-date.

1. Project Name:

Contact Person:

Company Name:

Telephone Number:

E-mail Address:

Project Duration (specify month and year):

Brief Description of Work Completed:

2. Project:

Contact Person:

Company Name:

Telephone Number:

E-mail Address:

Project Duration (specify month and year):

Brief Description of Work Completed:

3. Project:

Contact Person:

Company Name:

Telephone Number:

E-mail Address:

Project Duration (specify month and year):

Brief Description of Work Completed:

4. Project:

Contact Person:

Company Name:

Telephone Number:

E-mail Address:

Project Duration (specify month and year):

Brief Description of Work Completed:

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IFB No. 2024-11
Driver Protection System Retrofit

FORM H Continued

REFERENCES

5. Project:

Contact Person:

Company Name:

Telephone Number:

E-mail Address:

Project Duration (specify month and year):

Brief Description of Work Completed:

____________________________________________________
Signature of Authorized Person

____________________________________________________
Name, Title

____________________________________________________
Company Name

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IFB No. 2024-11
Driver Protection System Retrofit

FORM I

BID FORM

In accordance with the Invitation for Bid issued by the City of Gardena Transportation Department (hereinafter referred to as “Buyer”), the undersigned Bidder hereby agrees to furnish all necessary labor, travel, and incidentals required for the above stated project as set forth in the Scope of Work and any addenda thereto, and to perform all work in the manner and time prescribed therein.

Below bid shall include all labor trades and rates, material costs (not the EOB kit itself), overhead, travel, etc.

Bus Name: 2020 El Dorado National Axess 2023 El Dorado National Axess Quantity: 17 20
Turn Around Time Per Unit:

Labor Cost Per Unit:

Subtotal
(Quantity x Labor Cost Per Unit):

GRAND TOTAL:

GTrans may request additional work. The additional work is not guaranteed and will only be used after GTrans pre-approves prior to execution. Bidders are to submit an all-inclusive labor hourly rate for additional work below. This hourly rate will not be considered in the lowest bid determination.

Bus Name: 2020 El Dorado National Axess 2023 El Dorado National Axess Labor Hourly Rate for Additional
Work

Date: Signature:

Title:

Company:

Business Address:

City and State:

Bid shall be signed by an authorized official
that can contractually obligate the firm
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Barrier
New
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City of Gardena
Gardena City Council
Meeting

AGENDA REPORT

SUMMARY

Agenda Item No. 19B.

Section: DEPARTMENTAL

ITEMS -

TRANSPORTATION
Meeting Date: August 12,
2025

TO: THE HONORABLE MAYOR AND MEMBERS OF THE GARDENA CITY COUNCIL AGENDA TITLE: Approve Contract with Remix for Transit Planning Software at a Cost of $120,900 and a Project Total of $132,990
COUNCIL ACTION REQUIRED:

Staff Recommendation: Approve Contract
RECOMMENDATION AND STAFF SUMMARY:

As part of its ongoing review of bus service operations, GTrans continuously evaluates the efficiency and effectiveness of its transit services and identifies opportunities to improve performance and enhance the quality of service provided to customers. In addition, GTrans regularly develops plans for new and modified transit services that strengthen connections with regional transit providers and address unmet travel needs within its service area.

To effectively evaluate the operational and financial impacts of proposed service changes, it is essential to utilize advanced planning tools. To support this effort, GTrans intends to award a three-year contract renewal to Remix Technologies, LLC (“Remix”) for continued access to its transit planning software.

Founded in 2014, Remix is the only provider of a transit planning software that fully integrates route design, scheduling, resource analysis, demographic overlays, and financial forecasting. Unlike other transit software focused solely on scheduling, Remix allows planners to map routes and stops, estimate operating costs, and evaluate resource needs across various service scenarios. Additionally, the software incorporates U.S. Census and demographic data to assess the equity, and accessibility impacts of proposed changes, enhancing the inclusivity of transit service. GTrans initially entered into a one-year agreement with Remix in July 2021 and renewed for a two- year contract with a one-option year agreement following City Council approval. Since then, the tool has proven instrumental in planning efforts, including the development of Line 7X, Line G to Manhattan Beach and the evaluation of future bus route and Microtransit concepts.

Currently, GTrans is analyzing the service and resource impacts of several major initiatives, including the restructuring of existing routes, the potential assumption of select Metro-operated services, and the development of service for the upcoming World Cup 2026 and Olympics 2028 events. Continued access to Remix software over the next several years will significantly streamline the analysis of these projects and their effects on the GTrans network.

Lastly, the platform’s ability to integrate existing bus stop infrastructure and General Transit Feed Specification (GTFS) data enables more efficient development of routing options.

Remix has submitted pricing as detailed below, which staff has reviewed and determined is fair and reasonable.

The contract term will start on July 1, 2025.

Contract Term Software License
Fee
Base Year 1 (July 1, 2025 - June 30,
2026)
$39,100 (Up to 68
Vehicles)
Base Year 2 (July 1, 2026 - June 30,
2027)
$40,300 (Up to 68
Vehicles)
Base Year 3 (July 1, 2027 - June 30,
2028)
$41,500 (Up to 68
Vehicles)

GTrans wishes to include a 10 percent contingency, or an additional $12,090, to accommodate any unforeseen expenditures or additions that may be required. Such expenditures would not be allowed unless agreed upon in advance by GTrans management. The total project cost with recommended contingency is $132,990.Therefore, staff respectfully requests that the City Council approve a three-year contract with Remix Technologies for a total of $120,900, and a project total of $132,990, which includes a 10 percent contingency.

FISCAL IMPACT/COST:

GTrans has allocated funding in the FY26 operating budget for this service. The cost of subsequent years of the agreement will be included in future budgets for Council consideration. There is no impact to the General Fund.

APPROVED:
___________________________
Clint Osorio, City Manager
Attachments
City of Gardena and Remix Contract (2025-2028).pdf
1 Remix Service Order This Service Order ( the “Order”) is entered into between Remix Technologies, LLC, a Delaware limited liability corporation ("Company"), and the City of Gardena ("Customer") and will become effective as of the Effective Date (defined below in the Order). The Remix solution is a proprietary software owned by Remix Technologies, LLC. Scope of Services & Terms Effective Date July 1, 2025 Commitment Term 3 years ● July 1, 2025 to June 30, 2028 Remix Transit Planning Platform License Total Contract Value: $120,900 USD / 3 years (based on a total fixed route fleet of 68 VOMS) ● $39,100 USD for year 1 ● $40,300 USD for year 2 ● $41,500 USD for year 3 Includes: ● Remix licenses for an unlimited number of users within the Customer’s organization during the Commitment Term. ● Software as a Service (SaaS): fully hosted, cloud-based web platform. ● Platform functionality as described on page 1 of “Remix Proposal for GTrans” with continuous improvements released throughout the course of the contract. ● Dedicated Customer Success Staff; Premium Enterprise Support: response to requests in 1 business day. Marketing Terms Willingness to work with Remix to develop a case study, mutually agreeable press release, ability to use Customer as a reference. Additional Services Customer acknowledges that additional services, such as access to Company’s (including its affiliates) proprietary technology platform used to establish, monitor, operate and/or manage fixed-route and demand responsive transit networks, may be added to this Agreement at an additional cost during the Term. Payment Terms Fees invoiced annually in advance of access, payable in 45 days from the date of invoice.

Signatures on following page
Docusign Envelope ID: F6DEB629-19BA-45B0-9AFE-0F0E0C4E5628 2 This Order incorporates the attached Terms and Conditions (“Terms”). In the event of a conflict or inconsistency between the Terms and this Order, the Terms will control, except to the extent that this Order expressly states that it supersedes specific language in the Terms. Capitalized terms not otherwise defined here will have the meaning ascribed to them in the Terms. By signing below, the parties agree to the Order and the Terms.

Remix Technologies, LLC
Signature:

Name:

Title:

City of Gardena, CA
Signature:

Name:

Title:

Date: Date:

Signature:

Name:

Title:

Date:

Approved as to form:

Signature:

Name:

Title:

Date:

Attest:

Signature:

Name: Mina Simenza
Title: City Clerk
Date:

Billing Contact Name: Email: Phone:Melyssa Reyes [email protected] 310-965-8831 Michael Vaccarino
Vice President
Erin Abrams
Secretary
Tasha Cerda
Mayor
Carmen Vasquez
City Attorney
Docusign Envelope ID: F6DEB629-19BA-45B0-9AFE-0F0E0C4E5628 8/4/2025
8/4/2025
8/4/2025

Remix Terms & Conditions These are Remix's standard terms and conditions. For any specific terms, please refer to your contract. These Terms and Conditions (“Terms”, together with an Order Form referencing these Terms, the “Agreement”), are entered into between Remix Technologies, LLC, a Delaware corporation (“Remix”), and the customer identified on the Order Form (“Customer”), and are effective as of the date that the Order Form is executed by both parties (the “Effective Date”).1. Definitions. Capitalized terms will have the meanings set forth in this Section 1, or in the section in which they are first used. 1.1 “Authorized User” means each of Customerʼs employees, agents, and independent contractors who are authorized to access the Remix Solution under this Agreement. 1.2 “Customer Content” means any content, data and information provided to Remix by or on behalf of Customer or its Authorized Users for use with the Services, including, without limitation, any Mobility Provider Data. Customer Content does not include Licensed Material or Resultant Data. 1.3 “Documentation” means the materials describing the use and operation of the Remix Solution that are made available to Customer as written technical briefs or on https://help.remix.com/ or such other web page as Remix may designate to Customer from time to time. 1.4 “Intellectual Property Rights” means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world. 1.5 “Licensed Material” means reports, results, materials and documentation made available to Customer as part of the Services. Licensed Material does not include the Remix Solution or any component thereof. 1.6 “Mobility Provider” means an operator of a transportation or rideshare service or platform that provides or facilitates transportation by train, bus, car, bicycle, scooter or any other mode of transportation and is required to provide transportation related data and information to Customer (or its third party designees) by contract, permit or other applicable ordinance, regulation or law.

Docusign Envelope ID: F6DEB629-19BA-45B0-9AFE-0F0E0C4E5628

1.7 “Mobility Provider Data” means any data or other information made available to Remix by a Mobility Provider at the direction, or for the specific benefit, of the Customer, even if Remixʼs receipt of such information is governed by its own agreement with the Mobility Provider. 1.8 “Order Form” means an order form signed by both parties that references this Agreement. 1.9 “Professional Services” means professional services provided by Remix to Customer as described in any Order Form (as may be further described in any statement of work). 1.10 “Remix Solution” means the Remix software-as-a-service application identified in any Order Form that allows Authorized Users to access certain features and functions through a web interface. 1.11 “Resultant Data” means statistics, data, insights, observations, analyses, ideas and other information that does not identify any natural person and is derived from the categorization, modeling or other processing of one (or more) data set(s), including, without limitation, data sets that include Customer Content and data of Remixʼs other customers. 1.12 “Services” means any services provided by Remix to Customer under this Agreement as described in an Order Form, including, but not limited to, provision of the Remix Solution and Professional Services. 2. Provision of Services 2.1 Access. Subject to Customerʼs payment of the fees set forth in the Order Form (“Fees”), Remix will provide Customer with access to the Remix Solution during the Term (as defined below). Customer will use commercially reasonable efforts to prevent unauthorized access to, or use of, the Remix Solution, and notify Remix promptly of any such unauthorized use known to Customer. 2.2 Support Services. Subject to the terms and conditions of this Agreement, Remix will exercise commercially reasonable efforts to (a) provide support for the use of the Remix Solution to Customer, (b) keep the Remix Solution operational and available to Customer, in each case in accordance with its standard policies and procedures, and (c) provide the Service in accordance with the Service Level Terms set out in Exhibit A. 2.3 Hosting. Remix will, at its own expense, provide for the hosting of the Remix Solution, provided that nothing herein will be construed to require Remix to provide, or bear any responsibility with respect to, any telecommunications or computer network hardware required by Customer or any Authorized User to access the Remix Solution from the Internet. 3. Intellectual Property 3.1 License Grant. Subject to the terms and conditions of this Agreement, Remix grants to Customer a non-exclusive, non-transferable (except as permitted under Section 13.6) license during the Term (as defined below), solely for Customerʼs internal business purposes and in accordance with the limitations (if any) set forth in the Order Form, (a) to access and use the Remix Solution and in accordance with the Documentation; and (b) to use and reproduce a reasonable number of copies of the Documentation solely to support Docusign Envelope ID: F6DEB629-19BA-45B0-9AFE-0F0E0C4E5628

Customerʼs use of the Remix Solution. Customer may permit any Authorized Users to access and use the features and functions of the Remix Solution as contemplated by this Agreement, provided Customer remains responsible for compliance by such individuals with all of the terms and conditions of this Agreement, and any use of the Services by such individuals is for the sole benefit of Customer. 3.2 Restrictions. Customer will not, and will not permit any Authorized User or other party to: (a) allow any third party to access the Remix Solution, Licensed Material or Documentation, except as expressly allowed herein; (b) modify, adapt, alter or translate the Remix Solution, Licensed Material or Documentation; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Remix Solution or Documentation for the benefit of any unauthorized third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) or nonpublic APIs of the Remix Solution, except as permitted by law; (e) interfere in any manner with the operation of the Remix Solution or the hardware and network used to operate the Remix Solution; (f) modify, copy or make derivative works based on any part of the Remix Solution or Documentation; (g) access or use the Remix Solution to build a similar or competitive product or service; (h) attempt to access the Remix Solution through any unapproved interface; or (i) otherwise use the Remix Solution, Licensed Material, or Documentation in any manner that exceeds the scope of use permitted under Section 3.1 or in a manner inconsistent with applicable law, the Documentation, or this Agreement. Customer acknowledges and agrees that the Remix Solution will not be used, and is not licensed for use, in connection with any of Customerʼs time-critical or mission-critical functions. Customer will not remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of Remix or its licensors on the Licensed Material or any copies thereof. 3.3 Ownership. As between the parties, the Customer Content, and all worldwide Intellectual Property Rights in it, is the exclusive property of Customer. All rights in and to the Customer Content not expressly granted to Remix in this Agreement are reserved by Customer. As between the parties, the Remix Solution, Licensed Materials, Documentation and Resultant Data, and all worldwide Intellectual Property Rights in each of the foregoing, are the exclusive property of Remix and its suppliers. All rights in and to the Remix Solution, Licensed Materials, Documentation and Resultant Data not expressly granted to Customer in this Agreement are reserved by Remix and its suppliers. 3.4 License to Licensed Material. Subject to the terms and conditions of this Agreement, Remix grants Customer a non-exclusive, non-transferable (except as permitted under Section 13.6), non-sublicensable, royalty-free and fully-paid license to use Licensed Material solely for Customerʼs internal business purposes and, where Customer is a governmental body, to publicly display the Licensed Material as reasonably necessary to exercise its official authority or fulfill its legal obligations, including, without limitation, to solicit public comment on information contained in Licensed Material. 3.5 License to Customer Data; Resultant Data. Customer grants Remix a non-exclusive, worldwide, non-transferable (except as permitted under Section 13.6), non-sublicensable (except to permitted subcontractors under Section 13.10), royalty-free and fully paid license to (a) use the Customer trademarks, service marks, and logos as required to provide the Services; (b) to use, host, store, create derivative works from, communicate, distribute and publicly display the Customer Content as required to perform the Services and improve the Remix Solution; and (c) analyze the Customer Content, combine Customer Content with other data and create Resultant Data, including, without limitation, utilizing machine learning applications and other analytical methods. Customer acknowledges that the value of the Docusign Envelope ID: F6DEB629-19BA-45B0-9AFE-0F0E0C4E5628

Remix Solution to Customer and Remixʼs ability to provide it in accordance with this Agreement are contingent on Remixʼs ability to operate and improve the Remix Solution based on what it learns from the Resultant Data generated in the course of delivering the Remix Solution to all Remix customers. 3.6 Open Source. Certain items of software may be provided to Customer with the Remix Solution and certain Licensed Materials are subject to “open source” or “free software” licenses (“Open Source Material”). Some of the Open Source Material is owned by third parties. Open Source Materials are not subject to the terms and conditions of Sections 3.1 or 10. Instead, each item of Open Source Materials is licensed under the terms of the end- user license that accompanies such Open Source Materials. Nothing in this Agreement limits Customerʼs rights under, or grants Customer rights that supersede, the terms and conditions of any applicable end user license for the Open Source Materials. If required by any license for particular Open Source Materials, Remix makes such Open Source Materials, and Remixʼs modifications to that Open Source Materials, available by written request at the notice address specified below. 3.7 Third Party Products. Certain features and functionality of the Services may rely on third party data, software, or applications (“Third Party Products”). Such Third-Party Products may be subject to their own terms and conditions, which will be identified to the Customer in writing before they are incorporated into the Services. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install or use such Third-Party Products or utilize any features or functionality of the Services that incorporate them. 3.8 Feedback. Customer hereby grants to Remix a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including Authorized Users, relating to the Services. Remix will not identify Customer as the source of any such feedback. 4. Fees and Expenses; payments 4.1 Fees. In consideration for the access rights granted to Customer and the Services performed by Remix under this Agreement, Customer will pay to Remix the Fees. Except as otherwise provided in the Order Form, all Fees are billed at the end of the month due and payable within 45 days of the date of the invoice. Customer will reimburse Remix for documented expenses that are expressly provided for in an Order Form or SOW (defined below) or that have been approved in advance in writing by Customer. Remix reserves the right (in addition to any other rights or remedies Remix may have) to discontinue the Remix Solution and suspend all Authorized Usersʼ and Customerʼs access to the Services if any Fees are more than 45 days overdue until such amounts are paid in full. If Customer believes that Company has billed Customer incorrectly, Customer must contact Remix no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Companyʼs customer support department. 4.2 Taxes. The Fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and Customer will be responsible for payment of all such taxes (other than taxes based on Remixʼs income), fees, duties, and charges and any related penalties and interest, arising from the payment of the fees, the provision of the Services, or the license of the Remix Solution to Customer. Customer will make all payments of Fees to Remix free and Docusign Envelope ID: F6DEB629-19BA-45B0-9AFE-0F0E0C4E5628

clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of Fees to Remix will be Customerʼs sole responsibility, and Customer will provide Remix with official receipts issued by the appropriate taxing authority, or such other evidence as the Remix may reasonably request, to establish that such taxes have been paid. 4.3 Reserved. 5. Customer Content and Responsibilities 5.1 Licenses; Customer Content. Customer will obtain all third party licenses, consents and permissions needed for Remix to use the Customer Content to provide the Services and exercise its rights under this Agreement. Customer is solely responsible for the accuracy, quality, integrity, legality, and reliability of all Customer Content. 5.2 Customer Warranty. Customer represents and warrants that the Customer Content and its use by Remix in accordance with this Agreement will not (a) infringe any copyright, trademark, or patent; (b) misappropriate any trade secret; (c) be deceptive, defamatory, obscene, pornographic or unlawful; (d) contain any viruses, worms or other malicious computer programming codes intended to damage Remixʼs system or data; and (e) otherwise violate the rights of a third party or applicable law. 5.3 Back-ups; Security. Customer will have the ability to export Customer Content out of the Remix Solution for the Term of the relevant Order Form and thereafter in accordance with Section 11.4. Customer acknowledges that the Remix Solution is not intended to serve as its data retention repository and that Customer is solely responsible for creating its own backup copies of any Customer Content at Customerʼs sole cost and expense. Customer and its Authorized Users will have access to the Customer Content and will be responsible for all changes to and/or deletions of Customer Content by Customer and the security of all usernames, passwords, API keys and other credentials required to access the Remix Solution. Customer will be responsible for any and all actions taken using Customerʼs accounts and passwords. If any Authorized User who has access to the Remix Solution is no longer an employee of or engaged by Customer, then Customer will immediately delete such access and otherwise terminate such Authorized Userʼs access to the Remix Solution. 5.4 Mobility Provider Cooperation. Customer acknowledges that the performance of the Services (and value of the Services to Customer) may depend on Remixʼs receipt of data or other information or cooperation from one or more Mobility Providers. Therefore, Customer shall be responsible for taking all actions reasonably required to ensure such Mobility Providers provide such data, information or cooperation to Remix as is reasonably required for Remix to perform the Services, including, without limitation, requiring Mobility Providers to make available to Remix any and all data and information to which Customer is entitled in accordance with Remixʼs then applicable data specifications, and without requiring Remix to pay any additional consideration to, or sign any agreement with, the Mobility Provider that would interfere with the provision of services or grant of licenses under this agreement. Customer acknowledges and agrees that (a) Remix shall have no liability for a Mobility Providerʼs failure to provide such data, information or cooperation or other action or omission and (b) a Mobility Provider shall in no event be construed as a Remix supplier, contractor or agent even if Remix enters into a license or other agreement with such Mobility Provider to obtain data or information in furtherance of the Services. 6. Professional Services.

Docusign Envelope ID: F6DEB629-19BA-45B0-9AFE-0F0E0C4E5628

6.1 Where the parties have agreed to Remixʼs provision of Professional Services, the details of such Professional Services will be set out in an Order Form or a statement of work signed by both parties (“SOW”). The Order Form or SOW, as applicable, will include: (a) a description of the Professional Services; (b) the schedule for the performance of the Professional Services; and (c) the Fees applicable for the performance of the Professional Services. Each Order Form or SOW, as applicable, will incorporate the terms and conditions of this Agreement. To the extent that a conflict arises between the terms and conditions of an Order Form or SOW and the terms of this Agreement, the terms and conditions of this Agreement will govern, except to the extent that the Order Form or SOW, as applicable, expressly states that it supersedes specific language in the Agreement. Customer may use anything delivered as part of the Professional Services in support of authorized use of the Services and subject to the terms regarding Customerʼs rights to use the Service set forth in this Agreement and the applicable SOW, but Remix will retain all right, title and interest in and to any such work product, code or deliverables and any derivative, enhancement or modification thereof created by Remix as part of the Professional Services. 6.2 Freedom of Information Requests. Remix will cooperate with Customerʼs requests to provide information that Customer requires to comply with its legal obligations under applicable freedom of information laws, provided that to the extent such cooperation exceeds the scope of Services specified in an Order Form, Remix will provide such cooperation as Professional Services pursuant to an SOW. 7. Warranties and Disclaimers 7.1 Limited Warranty. Remix represents and warrants that it will provide the Services and perform its other obligations under this Agreement in a professional and workmanlike manner and in substantial conformity with the Documentation. Remixʼs sole liability (and Customerʼs sole and exclusive remedy) for any breach of this warranty will be, at no charge to Customer, for Remix to use commercially reasonable efforts to correct the reported non- conformity, or if Remix determines such remedy to be impracticable, either party may terminate the portion of the Services affected by the breach of warranty and Customer will receive as its sole remedy a refund of any Fees Customer has pre-paid for use of such Services for the terminated portion of the applicable Term. The limited warranty set forth in this Section 7.1 will not apply: (i) unless Customer makes a claim within thirty (30) days of the date on which Customer first noticed the non-conformity, (ii) if the error was caused by use not in accordance with the Documentation, unauthorized modifications or third-party hardware, software or services, or (iii) to use provided on a no-charge, trial or evaluation basis. 7.2 Disclaimer. THE LIMITED WARRANTY SET FORTH IN SECTION 7.1 IS MADE FOR THE BENEFIT OF CUSTOMER ONLY. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7.1, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE Services, LICENSED MATERIAL AND Documentation ARE PROVIDED “AS IS,” AND NEITHER REMIX NOR ITS SUPPLIERS MAKES (AND such parties HEREBY DISCLAIM) ANY OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, SYSTEM INTEGRATION, DATA ACCURACY, MERCHANTABILITY, TITLE, NO INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. REMIX DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE REMIX SOLUTION WILL BE UNINTERRUPTED OR ERROR-FREE. Remix SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE Docusign Envelope ID: F6DEB629-19BA-45B0-9AFE-0F0E0C4E5628

INTERNET AND ELECTRONIC COMMUNICATIONS, THIRD-PARTY PLATFORMS, OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF Remix oR THE ACCURACy, QUALITY, INTEGRITY, LEGALITY OR RELIABILITY OF MOBILITY PROVIDER DATA. 8. Limitation of Liability 8.1 Types of Damages. EXCEPT WITH RESPECT TO A PARTYʼS LIABILITY UNDER SECTION 10, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. 8.2 Amount of Damages. THE MAXIMUM LIABILITY OF EITHER PARTY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT WILL NOT EXCEED $695,000 (SIX HUNDRED NINETY-FIVE THOUSAND DOLLARS). IN NO EVENT WILL REMIXʼS SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT. NOTHING IN THIS AGREEMENT WILL LIMIT OR EXCLUDE EITHER PARTYʼS LIABILITY FOR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF A PARTY OR ITS EMPLOYEES OR AGENTS OR FOR DEATH OR PERSONAL INJURY. 8.3 Basis of the Bargain. The parties agree that the limitations of liability set forth in this Section 8 will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties. 8.4 Nature of Claims and Failure of Essential Purpose. The parties agree that the waivers and limitations specified in this Section 8 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose. 9. Confidentiality 9.1 Confidential Information. “Confidential Information” means any code, inventions, analysis methods and products, know-how, business, technical and financial information, and any other nonpublic information of a party (the “Disclosing Party”), whether disclosed orally or in written or digital media, that it discloses to the other party (the “Receiving Party”) and identifies as “confidential” or with a similar legend at the time of such disclosure or that the Receiving Party knows or should have known is the confidential or proprietary information of the Disclosing Party. The Services, Documentation and all enhancements and improvements thereto will be considered Confidential Information of Remix. 9.2 Protection of Confidential Information. Except as expressly authorized herein, the Receiving Party will (a) hold in confidence and not disclose any Confidential Information to third parties and (b) not use Confidential Information for any purpose other than fulfilling its obligations, and exercising its rights, under this Agreement. The Receiving Party will limit Docusign Envelope ID: F6DEB629-19BA-45B0-9AFE-0F0E0C4E5628

access to the Confidential Information to Authorized Users (with respect to Customer) or to personnel and contractors who have a need to know such information for the purpose of the performance of the Receiving Partyʼs obligations or exercising its rights under this Agreement, who have confidentiality obligations no less restrictive than those set forth herein, and who have been informed of the confidential nature of such information. In addition, the Receiving Party will protect the Disclosing Partyʼs Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. At the Disclosing Partyʼs request or upon termination or expiration of this Agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under this Agreement, and the Receiving Party will, upon request, certify to the Disclosing Party its compliance with this sentence. 9.3 Exceptions. The confidentiality obligations set forth in Section 9.2 will not apply to any information that (a) is at the time of disclosure or becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) was already known to the Receiving Party at the time of disclosure free of any confidentiality duties or obligations; or (d) the Receiving Party can demonstrate, by clear and convincing evidence, was independently developed by employees and contractors of the Receiving Party who had no access to the Confidential Information. In addition, the Receiving Party may disclose Confidential Information (i) to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by law (including, without limitation, freedom of information laws) or by the order of a court or similar judicial or administrative body, provided that (to the extent legally permissible) the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure to the extent permitted by law, cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order, discloses no more information that is legally required, and in the case of disclosure required by freedom of information laws, Customer agrees to afford all confidentiality protections available under applicable law to such Confidential Information of Remix prior to disclosing it pursuant to such laws, including, without limitation, by providing Remix notice of freedom of information requests for such Confidential Information, the opportunity to object to Customerʼs disclosure thereof, and notice of Customerʼs disclosure determinations; and (ii) to its attorneys, accountants, professional advisors, and actual or potential lenders, investors or acquirers so long as such parties are bound by confidentiality obligations no less restrictive than those set forth herein. 10. Indemnification 10.1 By Remix. Remix will defend at its expense any claim brought against Customer insofar as such claim is based on a claim by any third party alleging that the Remix Solution infringes such third partyʼs patent, copyright or trademark rights under applicable laws of any jurisdiction within the United States of America, and will indemnify and hold harmless Customer from and against any damages, expenses and costs finally awarded against Customer or agreed in settlement by Remix (including reasonable attorneysʼ fees and costs) resulting from such claim. If any portion of the Remix Solution becomes, or in Remixʼs opinion is likely to become, the subject of a claim of infringement, Remix may, at Remixʼs option: (a) procure for Customer the right to continue using the Remix Solution; (b) replace the Remix Solution with non-infringing software or services which do not materially impair the functionality of the Remix Solution; (c) modify the Remix Solution so that it becomes non-infringing; or (d) terminate this Agreement and refund any unused prepaid Fees for the remainder of the term then in effect, and upon such termination, Customer will immediately Docusign Envelope ID: F6DEB629-19BA-45B0-9AFE-0F0E0C4E5628

cease all use of the Remix Solution and Documentation. Notwithstanding the foregoing, Remix will have no obligation under this Section 10.1 or otherwise with respect to any infringement claim based upon (i) any use of the Remix Solution not in accordance with this Agreement or as specified in the Documentation; (ii) any use of the Remix Solution in combination with other products, equipment, software or data not supplied by Remix; (iii) any modification of the Remix Solution by any person other than Remix or its authorized agents; or (iv) Customerʼs settlement or admission with respect to any claim without Remixʼs prior written consent (each an “Exclusion”). This Section 10.1 states the sole and exclusive remedy of Customer and the entire liability of Remix, or any of its officers, directors, employees, shareholders, contractors, suppliers or representatives, for infringement claims and actions. 10.2 By Customer. Customer will defend at its expense any claim brought against Remix insofar as such claim is based on a claim by any third party arising from or relating to the Customer Data, the breach or alleged breach by Customer of Section 5.2 (Customer Warranties), or any Exclusion, and Customer will indemnify and hold harmless Customer from and against any damages, expenses and costs finally awarded against Customer or agreed in settlement by Customer (including reasonable attorneysʼ fees and costs) resulting from such claim. 10.3 Procedure. The indemnifying partyʼs obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnified party will promptly notify the indemnifying party in writing of any threatened or actual claim or suit; (b) the indemnifying party will have sole control of the defense or settlement of any claim or suit; and (c) the indemnified party will cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit. 11. Term And Termination 11.1 Term. This Agreement will begin on the Effective Date and continue in full force and effect as long as any Order Form remains in effect, unless earlier terminated in accordance with the Agreement (the “Term”). Unless otherwise stated in the applicable Order Form, the term of an Order Form will begin on the effective date of the Order Form and continue in full force and effect for the time period specified therein, unless earlier terminated in accordance with the Agreement. 11.2 Termination for Breach. Either party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach. 11.3 Effect of Termination. Upon termination or expiration of this Agreement for any reason: (a) all licenses granted hereunder will immediately terminate; (b) promptly after the effective date of termination or expiration, each party will comply with the obligations to delete or return all Confidential Information of the other party, as set forth in the Section 9; provided that, for clarity, Remix is not obligated to delete or return Resultant Data; and (c) any amounts owed to Remix under this Agreement will become immediately due and payable. Sections 1, 3.3-3.8, 4, 5.3, 5.4, 7.2, 8, 9, 10, 11.3, 11.4, 12 and 13 will survive expiration or termination of this Agreement for any reason. 11.4 Data Extraction. For sixty (60) days after the end of the Term, as applicable, Remix will Docusign Envelope ID: F6DEB629-19BA-45B0-9AFE-0F0E0C4E5628

make Customer Content and Licensed Materials available to Customer through the Remix Solution on a limited basis solely for purposes of Customer retrieving such Customer Content and Licensed Materials, except to the extent Remix has instructed Customer to delete it. After such period, Remix may destroy all copies of Customer Content and Licensed Materials in its possession. 12. Co-Marketing. Customer agrees to use of Customerʼs name and logo on Remixʼs web site and in Remix promotional materials. Customer agrees that Remix may disclose Customer as a customer of Remix. 13. Miscellaneous 13.1 Governing Law and Venue. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Customer hereby expressly consents to the personal jurisdiction and venue in the state and federal courts of San Francisco County, California for any lawsuit filed there against Customer by Remix arising from or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. 13.2 Export. Customer agrees not to export, report, or transfer, directly or indirectly, any U.S. technical data acquired from Remix, or any products utilizing such data, in violation of the United States export laws or regulations. 13.3 Government End-Users. Elements of the Services are commercial computer software. If the user or licensee of the Services is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Services, or any related documentation of any kind, including technical data and manuals, is restricted by a license agreement or by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. All Services were developed fully at private expense. All other use is prohibited. 13.4 Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. 13.5 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. 13.6 No Assignment. Except as provided in Section 13.10, either party will assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other party, and any attempted such assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign this Agreement in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of the other party. The terms of this Agreement will be binding upon the parties and their respective successors and permitted assigns. 13.7 Compliance with Law. Customer will always comply with all international and domestic Docusign Envelope ID: F6DEB629-19BA-45B0-9AFE-0F0E0C4E5628

laws, ordinances, regulations, and statutes that are applicable to its purchase and use of the Services, Licensed Material and Documentation. 13.8 Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of Fees owed) or failure to perform such duties or obligations will not be considered a breach of this Agreement if such delay or failure is caused by a labor dispute, shortage of materials, fire, earthquake, flood, denial of service or other cyber- attack, diminishment of telecommunications or data networks or services, refusal of a license by a government agency or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible. 13.9 Independent Contractors. Customerʼs relationship to Remix is that of an independent contractor, and neither party is an agent or partner of the other. Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of Remix. 13.10 Subcontractors. Remix may use the services of subcontractors and permit them to exercise the rights granted to Remix in order to provide the Services under this Agreement, provided that Remix remains responsible for (a) compliance of any such subcontractor with the terms of this Agreement and (b) for the overall performance of the Services as required under this Agreement. 13.11 Notices. All notices required or permitted under this agreement must be delivered in writing, if to Remix, by emailing [email protected] and if to Customer by emailing the Customer Point of Contact email address listed on the Cover Page, provided, however, that with respect to any notices relating to breaches of this agreement or termination, a copy of such notice will also be sent in writing to the other party at the address listed on the Cover Page by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service. Each party may change its email address and/or address for receipt of notice by giving notice of such change to the other party. 13.12 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which will be taken together and deemed to be one instrument. 13.13 Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by an authorized signatory of Customer and the Remix. 13.14 Permissive Cooperative Agreement. To the extent permitted by applicable law and as additional consideration for this Contract, Contractor agrees to extend an option to purchase any Services covered under this Contract under the same terms and conditions set forth herein, as well as any additional terms and conditions specific to their local requirements upon mutual agreement between the parties, to (i) other contracting agencies of Customer and (ii) any other agency that has entered into, or in the future enters into, a cooperative purchasing agreement or similar arrangement with Customer (collectively, such other agencies are referred to herein as “Contracting Members”). Each Contracting Member shall negotiate its own pricing terms and execute its own contract with Contractor.

Docusign Envelope ID: F6DEB629-19BA-45B0-9AFE-0F0E0C4E5628

EXHIBIT A Service Levels The Services shall be available 99.9%, measured monthly, excluding holidays and weekends and scheduled maintenance. If Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third party connections or utilities or other reasons beyond Companyʼs control will also be excluded from any such calculation. Customer's sole and exclusive remedy, and Company's entire liability, in connection with Service availability shall be that for each period of downtime lasting longer than one hour, Company will credit Customer 5% of Service fees for each period of 30 or more consecutive minutes of downtime; provided that no more than one such credit will accrue per day. Downtime shall begin to accrue as soon as Customer (with notice to Company) recognizes that downtime is taking place, and continues until the availability of the Services is restored. In order to receive downtime credit, Customer must notify Company in writing within 24 hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for one (1) week of Service Fees in any one (1) calendar month in any event. Company will only apply a credit to the month in which the incident occurred. Companyʼs blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of Company to provide adequate service levels under this Agreement.

Docusign Envelope ID: F6DEB629-19BA-45B0-9AFE-0F0E0C4E5628 City of Gardena
Gardena City Council
Meeting

AGENDA REPORT

SUMMARY

Agenda Item No. 20A.

Section: COUNCIL ITEMS
Meeting Date: August 12,
2025

TO: THE HONORABLE MAYOR AND MEMBERS OF THE GARDENA CITY COUNCIL AGENDA TITLE: RESOLUTION NO. 6709, Discuss and Consider Adopting Resolution No. 6709 Censuring Council Member Love for Unprofessional Behavior Towards City Staff COUNCIL ACTION REQUIRED:

Staff Recommendation: Discuss and Consider Adopting Resolution No. 6709 RECOMMENDATION AND STAFF SUMMARY:

Background Following the closed session held on June 24, 2025, the City Attorney reported out of closed session regardingitem 2.A. on the closed session agenda, titled CONFERENCE WITH LEGAL COUNSEL- ANTICIPATEDLITIGATION Significant exposure to litigation, pursuant to subdivision (d)(2) of Government Code Section 54956.9.

The City Attorney noted that all members of the Council were present except Council Member Wanda Love, who was recused from item 2A. During the closed session, the City Council took the following three actions:

First Action: On a motion by Mayor Cerda, seconded by Council Member Francis, the Council voted 4-0 towaive attorney-client privilege—with necessary redactions—and directed the City Attorney to report out the executive summary of an investigation into alleged misconduct by Council Member Wanda Love. The summarywas prepared by Special Counsel Scott Tiedemann of the law firm Liebert Cassidy Whitmore.

Second Action: On a motion by Council Member Henderson, seconded by Mayor Cerda, the Councilunanimously (4-0) approved waiving attorney-client privilege related to an investigation report prepared by independent investigator, Attorney Jeffrey Love, dated May 27, 2025, into alleged misconduct by Council MemberWanda Love. The report would be prepared for public disclosure as the Council ordered that the names of City employees be redacted from the investigation report to protect the privacy of the City's employees and to insulatethem from possible retaliation for participating in the investigation. The redacted report would be made available to the public on or before August 8, 2025.

Third Action: On a motion by Mayor Cerda, seconded by Council Member Henderson, the Council voted 3-1to schedule a censure hearing for Council Member Wanda Love during the regular City Council meeting on August 12, 2025. Voting in favor were Mayor Cerda, Mayor Pro Tem Tanaka, and Council Member Henderson. CouncilMember Francis voted in opposition.

The City Attorney then read the Executive Summary into the records as follows:

This is a summary of the factual findings of outside investigator Jeffrey Love (the “Investigator”) with respect to allegations that Councilmember Wanda Love made false and misleading statements about the Department of Recreation and Human Services (“DRHS”) and its Director, discussed concerns about City Manager Clint Osorio with a subordinate employee, and disclosed to/discussed with City employees her concerns regarding a previous investigation into complaints about her made by other City employees.

On May 27, 2025, the Investigator submitted his final report regarding the allegations levied against Councilmember Love. The Investigator concluded that a preponderance of the evidence supported the allegations that Councilmember Love made false, misleading, and damaging comments about DRHS; discussed concerns about the City Manager with another employee; and expressed frustration about employee complaints filed against her.

As to the first allegation, the Investigator sustained allegations that Councilmember Love made false and misleading statements about the DRHS. The Investigator concluded that Councilmember Love had dual roles with overlapping authorities as both a Councilmember and Director of the Chamber of Commerce (“Chamber”). In those capacities, according to the investigation, Councilmember Love often sought preferential treatment for Chamber-related requests, including expedited approvals or fee waivers for the Chamber without adhering to established City protocol. The Investigator gave examples of Councilmember Love making misleading or damaging comments about DRHS, including the following incidents:

In March 2023, Councilmember Love stated her expectation that City staff would prioritize Chamber- related asks at the State of the City event. When the DRHS Director informed Councilmember Love that she needed to adhere to established City protocol, Councilmember Love attempted to bypass the DRHS Director’s authority by reaching out directly to other City officials and departments.

In May 2023, when Councilmember Love was informed that she needed to follow established City policy by submitting formal proposals for the Chamber’s participation in a Cinco de Mayo Event, Councilmember Love expressed frustration to the DRHS Director, and accused the DRHS Director of being uncooperative.

In June 2023, after attending the City’s Community Care Day event, Councilmember Love expressed dissatisfaction with DRHS on Social Media, referring to event pictures posted by the Department, stating “It’s like I wasn’t even there,” with the implication that DRHS intentionally excluded Councilmember Love from the event photos.

In July 2023, Councilmember Love publicly interrogated DRHS’ operations at a City Council meeting, specifically questioning the allocation of funds within the Department, and pressing the Director of DRHS about the Department’s staffing levels and budget decisions. In October 2023, Councilmember Love pushed for the Chamber’s involvement and special accommodations at the City’s Trunk-or-Treat Event, including waived City fees and priority access to resources. When the DRHS Director reinforced that without an MOU the Chamber must follow the same vendor regulations, Councilmember Love expressed that she was being singled out and treated unfairly by DRHS.

In November 2023, Councilmember Love declined to recognize DRHS for its contributions to a city- wide holiday festival at a City Council meeting.

In December 2023, Councilmember Love attempted to secure a sponsorship deal for the Christmas Parade for the Chamber, but expected the City to cover additional costs. When DRHS clarified that the City could not provide additional funding, Councilmember Love suggested that the DRHS Director was deliberately making things difficult for the Chamber.

Regarding the second allegation, the Investigator sustained allegations that during the Dia de Los Muertos event at Roosevelt Cemetery, Councilmember Love told a subordinate employee that it felt like a “slap in the face” when the City Manager initially said the City would not partner with the Cemetery — but ultimately did.

Councilmember Love expressed frustration at being excluded from the decision-making process and shared further concerns about the City Manager during that conversation.

The Investigator also found that Councilmember Love more likely than not discussed with a separate City employee that she learned which City employees had filed complaints against her, specifically identifying those individuals in her conversation with the employee. In [the] administrative interview, the employee witness knew the identities of the complainants, and knew the substance of at least one of their complaints.

Finally, the Investigator found that Councilmember Love discussed that she learned about the City employees that had filed complaints against her, specifically identifying one of the complainants, and revealing the details about the nature of the complaints with two separate employees [Redacted]. In [Redacted] administrative interview, one employee from the [Redacted] office recalled that in September 2024, while the two were in the [Redacted], Councilmember Love expressed frustrations about the complaints filed against her by City staff. The Councilmember additionally expressed to the first [Redacted] employee that she was surprised upon learning that one employee felt harassed by her. In addition, the second employee from the [Redacted] recalled an incident in which Councilmember Love briefly mentioned that she was preparing to attend a meeting relating to complaints lodged against her by other City employees.

In conclusion, the Investigator sustained all the allegations involving Councilmember Love. The Investigator found that the testimony of the employee witnesses involved was reasonable and verifiable based on the evidence and interviews conducted.

Attached, as Exhibit A to proposed Resolution 6709, is a redacted copy of Investigator Jeffrey B. Love,Esq.’s May 27, 2025, confidential investigation report.

Discussion A censure is generally understood to be “an official reprimand or condemnation; an authoritative expression of disapproval or blame” (Black's Law Dictionary (10th ed. 2014)). The United States Supreme Court has longrecognized the practice of censuring legislative body members, which has been more commonly observed at thestate and local level, and as early as 1833 (Houston Community College System v. Wilson (2022) 595 U.S. 468, 475). Public officials have the authority to censure an individual member of a legislative body (Braun v. City of Taft(1984) 154 Cal.App.3d 332, 347-348). A censure is used to demonstrate that the City Council does not condone or endorse a council member's behavior or conduct and that the City Council is taking steps to prevent the conductfrom continuing. It serves as a statement to the public that certain behavior is unacceptable. A resolution of censure should not include the elimination of statutory benefits or constitutional protections. As such, a resolution of censure does not have any legal effect on the city council member's ability to continue to serve on the city council. It does not recall, remove, or impeach a member from office. Nor can a resolution ofcensure infringe on a council member’s right to vote as a council member, their ability to speak during council meetings, or their ability to speak to the public. The proposed resolution of censure orders that Councilmember Love participate and complete three (3) sessions of training provided by the City’s Special Labor Counsel, Liebert Cassidy Whitmore, paid for by the City, and thatthe training should occur within (90) calendar days following adoption of the resolution of censure.

The proposed resolution also orders that Councilmember Love no longer have access to or authority to distributefunds from the Community Discretionary Fund. This action shall remain in place until a majority of the Council rescinds it. By way of background, in 2000, the City of Gardena established a Community Discretionary Fund,allowing each Council Member to allocate up to $2,000 to community organizations of their choosing per fiscal year.

While under existing law, a formal censure process is not required, a council member subject to censure has to beafforded some due process, which may consist of simple notice of the potential censure and an opportunity to be heard before the imposition of the censure. Rodriguez v. Jurupa Unified Sch. Dist. 2010 Cal. App. Unpub. LEXIS6352, 38. In this case, there was sufficient notice provided in light of the motion that was made and reported out of the June 24, 2025, closed session, wherein the Council approved a motion to set a censure hearing for Council Member Wanda Love at the August 12, 2025, council meeting. Notice of the resolution of censure was also listed on the agenda for the August 12, 2025, regular City Council meeting. Therefore, it is recommended that the City Council review and consider the grounds for censure as set forth in the proposed censure resolution, hear any related response or rebuttal by Councilmember Love and any related public comment, and consider adoption of the proposed resolution of censure. Alternatively, the Council coulddecide not to adopt the resolution or to amend the resolution.

The Council is reminded that it is essential that the names of City employees remain confidential and protected.

FISCAL IMPACT/COST:

The approval of the proposed censure would not have a significant financial impact on the City other than the cost of training provided by the City’s Special Labor Counsel.

APPROVED:
___________________________
Clint Osorio, City Manager
Attachments
RESOLUTION_NO._6709.rtf.pdf
Exhibit A -Confidential Investigation Report prepared by Jeffrey B. Love Esq. (redacted).pdf 1 RESOLUTION NO. 6709

A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF GARDENA, CALIFORNIA, CENSURING

COUNCILMEMBER WANDA LOVE FOR

UNPROFESSIONAL BEHAVIOR TOWARDS CITY STAFF

WHEREAS, in 2024, multiple City employees made allegations that Councilmember Wanda Love made false and misleading statements about the Department of Recreation and Human Services and its Director, discussed concerns about City Manager Clint Osorio with a subordinate employee, and disclosed and discussed with City employees her concerns regarding a previous investigation into complaints about her made by other City employees, including revealing the names of the employees who had previously complained about her; and

WHEREAS, the allegations were investigated by Attorney Jeffrey Love, an independent investigator who interviewed witnesses and reviewed relevant documents ; and

Whereas, on May 27, 2025 , investigator Jeffrey Love submitted his final report regarding the allegations levied against Councilmember Love. The Investigator concluded that a preponderance of the evidence supported the allegations that Councilmember Love made false, misleading, and damaging comments about the Department of Recreation and Human Services ; discussed concerns about the City Manager with another employee; and expressed frustration about employee complaints filed against her including revealing the names of the employees who had previously complained about her. A redacted copy of Investigator Jeffrey B. Love’s May 27, 2025, confidential investigation report is attached hereto as Exhibit A; and

WHEREAS, Councilmember Wanda Love’s conduct towards multiple employees created unnecessary strain on the work environment and undermined the ability of employees to perform their duties effectively; and

WHEREAS, at the June 24, 2025, City Council meeting, the Council voted 3-1 in favor of setting a censure hearing for Councilmember Love at the August 12, 2025, regular Council meeting. The motion was made by Mayor Cerda, seconded by Council Member Henderson, and supported by Mayor Pro Tem Tanaka. Council Member Francis voted in opposition; and

WHEREAS, a censure is generally understood to be “an official reprimand or condemnation; an authoritative expression of disapproval or blame” (Black's Law Dictionary (10th ed. 2014)); and

WHEREAS, the United States Supreme Court has long recognized the practice of censuring legislative body members, which has been more commonly observed at Docusign Envelope ID: 0D1A6BE0-119F-43BA-A4AC-CBB4B6CBE73A RESOLUTION NO. 6709
2 the state and local level, and as early as 1833 (Houston Community College System v.

Wilson (2022) 595 U.S. 468, 475); and

WHEREAS, public officials have the authority to censure an individual member of a legislative body (Braun v. City of Taft (1984) 154 Cal.App.3d 332, 347-348); and

WHEREAS, censure is used to demonstrate that the City Council does not condone or endorse a council member's behavior or conduct and that the City Council is taking steps to prevent the conduct from continuing. It serves as a statement to the public that certain behavior is unacceptable; and

WHEREAS, a council member subject to censure has to be afforded some due process, which may consist of simple notice of the potential censure and an opportunity to be heard before the imposition of the censure. Rodriguez v. Jurupa Unified Sch. Dist. 2010 Cal. App. Unpub. LEXIS 6352, 38; and

WHEREAS, there was sufficient notice provided in light of the motion that was made and reported out of the June 24, 2025, closed session, wherein the Council approved a motion to set a censure hearing for Council Member Wanda Love at the August 12, 2025, council meeting, and notice of the resolution of censure was also listed on the agenda for the August 12, 2025, regular City Council meeting; and

WHEREAS, it is essential that City Council members demonstrate respect when they interact with City staff; and

WHEREAS, the City Council hereby reaffirms its commitment to protect City staff from unprofessional behavior from fellow council members; and

WHEREAS, the City Council determines that adoption of this Resolution of Censure is necessary to affirm that the conduct of Councilmember Love described in Investigator Jeffrey Love’s May 27, 2025, report (Exhibit A) will not be tolerated and such conduct shall be prevented from being repeated.

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

SECTION 1. The City Council finds that the Recitals set forth above are true and correct, and are hereby incorporated herein by this reference, and are hereby adopted as findings in support of this Censure Resolution.

SECTION 2. That the Redacted Confidential I nvestigation Report (Exhibit A) attached to this Censure Resolution, the Staff Report prepared for this Censure Resolution, and all documents referenced herein are hereby incorporated herein by this reference and are hereby adopted as findings in support of this Censure Resolution.

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3 SECTION 3. That the intent and purpose of this Censure Resolution is to express the City Council’s opinion that Council Member Wanda Love engaged in unprofessional behavior toward multiple City employees and it is not to be interpreted as a formal legal finding.

SECTION 4. That Council Member Wanda Love’ s unprofessional behavior toward multiple City employees is unacceptable and detrimental to the City of Gardena.

SECTION 5. That Council Member Wanda Love participate and complete three (3) sessions of training provided by the City’s Special Labor Counsel , Liebert Cassidy Whitmore, paid for by the City. The t raining sh all be completed within (90) calendar days following adoption of this Resolution of Censure.

SECTION 6. In 2000, the City of Gardena established a Community Discretionary Fund, allowing each Council Member to allocate up to $2,000 to community organizations of their choosing per fiscal year . Upon adoption of this Resolution, Councilmember Wanda Love shall no longer have access to or authority to distribute funds from the Community Discretionary Fund . This action shall remain in place until a majority of the Council votes to rescind it.

SECTION 7. That this Resolution shall be effective immediately.

SECTION 8. That if any section, subsection, subdivision, paragraph, sentence, clause or phrase of this resolution, or any part thereof is for any reason held to be unconstitutional, such decision shall not affect the validity of the remaining portion of this resolution or any part thereof. The City Council hereby declares that it would have passed each section, subsection, subdivision, paragraph, sentence, clause or phrase thereof, irrespective of the fact that any one or more section, subsection, subdivision, paragraph, sentence, clause or phrase be declared unconstitutional.

Docusign Envelope ID: 0D1A6BE0-119F-43BA-A4AC-CBB4B6CBE73A RESOLUTION NO. 6709
4 BE IT FURTHER RESOLVED that the City Clerk shall certify to the passage and adoption of this Resolution; shall cause the same to be entered among the original Resolutions of said City; and shall make a minute of the passage and adoption thereof in the records of the proceedings of the City Council of said City in the minutes of the meeting at which the same is passed and adopted.

Passed, approved, and adopted this 12th day of August, 2025.

TASHA CERDA, Mayor

ATTEST:

MINA SEMENZA, City Clerk

APPROVED AS TO FORM:

CARMEN VASQUEZ, City Attorney

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12979498.1 GA040-082

CONFIDENTIAL

ADMINISTRATIVE INVESTIGATION

REPORT OF FINDINGS

IN THE MATTER OF

Councilmember Wanda Love

INVESTIGATED BY:

Jeffrey B. Love, Esq.

Attorney Fact Finder

CONFIDENTIAL
12979498.1 GA040-082 2
May 27, 2025

TO: J. SCOTT TIEDEMANN
Attorney for the City of Gardena
Liebert Cassidy Whitmore

FROM: JEFFREY B. LOVE
Attorney Fact Finder
JL Group, LLC

SUBJECT: ADMINISTRATIVE INVESTIGATION – Wanda Love Matter

Table of Contents
EXECUTIVE SUMMARY ...........................................................................................................2 SCOPE OF THE INVESTIGATION ............................................................................................4 METHODOLOGY .......................................................................................................................4 INVESTIGATIVE STATEGY......................................................................................................5 SOURCE OF THE COMPLAINT ................................................................................................5 ACCUSED/FOCUS EMPLOYEE ................................................................................................5 RULES .........................................................................................................................................6 WITNESSES ................................................................................................................................6 CREDIBILITY OF THE WITNESSES ........................................................................................6 INVESTIGATION/FINDINGS .....................................................................................................9 SUMMARY OF INTERVIEWS ................................................................................................. 24 EXHIBITS .................................................................................................................................. 38

EXECUTIVE SUMMARY

This matter is related to an administrative investigation undertaken on behalf of the City of Gardena (City). The scope of this investigation was to determine whether a Council member, Wanda Love (Council Member Love), made false and misleading statements about the Department of Recreation and Human Services. Added to this, the fact finder was to determine whether Council Member Love had discussed with a City employee her (Council Member Love's) concerns about City Manager, Clint Osorio (Mr. Osorio). Finally, this fact finder was to determine whether Council Member Love had disclosed and or discussed with various employees at the agency issues and concerns regarding a previous investigation and complaint against Council Member Love

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12979498.1 GA040-082 3
lodged by and, or
.

This fact finder reviewed various documents related to this matter and interviewed relevant witnesses, including Council Member Love. This investigation was conducted to make determinations based on the greater weight of the credible evidence.

Based on the facts determined in this investigation, the greater weight of the credible evidence showed that Council Member Love has, in the past, made false, misleading, and damaging comments about the Department of Recreation and Human Services. It was clear, based on the evidence, that Council Member Love dislikes the Director of Recreation and Human Services, . Council Member Love has voiced this opinion to others and has generally been critical of this department for a number of years.

The facts determined that, more recently, Council Member Love had discussed with that she felt that it was a, "slap
in the face" because the City did not partner with her for a “Dia de Los Muertos” event held with the Roosevelt Cemetery. The facts demonstrate that Council Member Love had specifically identified Mr. Osorio in this conversation with and indicated that Mr. Osorio had initially stated that the City was not going to partner with Roosevelt Cemetery but later did.

The facts in this matter further demonstrated that Council Member Love had discussed with administrative complaints by City employees against Council Member Love.

Specifically, Council Member Love told that and
had both filed complaints against her. Council Member Love indicated that complaint related to Council Member Love's questioning of contracts awarded by the City; however, she did not disclose any specific information about complaint.

The facts further showed that Council Member Love had spoken with employee and had expressed her frustration about complaints filed against her by various City staff. recalled that Council Member Love had specifically mentioned as one of the complainants against her. also recalled that Council Member Love expressed surprise that had felt harassed by Council Member Love. No further information concerning the complaint was disclosed by Council Member Love to or other employees identified in this investigation.

In summary, the greater weight of the evidence demonstrated that Council Member Love had made false and misleading statements about the Department of Recreation and Human Services and specifically disliked its director, . Further, Council Member Love had discussions with various employees in the agency concerning complaints made against her by . As such, these allegations are, therefore, sustained.

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12979498.1 GA040-082 4

SCOPE OF THE INVESTIGATION

The scope of this investigation was to determine:

1. Whether Council Member Love has made false and misleading statements about the Department of Recreation and Human Services? If so, what were the facts and circumstances, including to whom such statements, if any, were made, when, and to what effect?

2. Whether Council Member Love discussed with
that she felt like it was a “slap in the face” because the City did not partner with her for the “Too Cute to Spook” event? If so, what were the facts and circumstances, including:
a. Whether Council Member Love specifically identified City Manager Clint Osorio in this conversation?
b. Whether Council Member Love revealed additional details about the nature of her complaints about Mr. Osorio?

3. Whether Council Member Love discussed with
that she had learned about City employees who had filed complaints against her? If so, what were the facts and circumstances, including:
a. Whether Council Member Love specifically identified
and/or as employees in this conversation?
b. Whether Council Member Love revealed any details about the nature of any complaints being made against her?

4. Whether Council Member Love discussed with
and/or that she had learned
about City employees who had filed complaints against her? If so, what were the facts and circumstances, including:
a. Whether Council Member Love specifically identified as one such employee in this conversation?
b. Whether Council Member Love revealed any details about the nature of any complaints being made against her?

METHODOLOGY

This investigation involved the review of documents, as well as conducting interviews of City employees. Once factual evidence was developed, the various statements of the witnesses were compared and contrasted with one another as well as other evidence and determinations of credibility were established. Once credibility was established along with a factual framework of the alleged events, conclusions were formed based on the greater weight of the credible evidence.

For the purpose of findings, direct and circumstantial evidence may be given equal weight. The investigation also may involve:

A. Reviewing applicable City rules and regulations;

B. Reviewing applicable personnel documents, including relevant personnel file and any related investigation records;

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12979498.1 GA040-082 5
C. Interviewing co-workers, supervisors and witnesses;

D. Following-up on other evidentiary leads; and

E. Providing additional services as may be requested by the Client.

INVESTIGATIVE STATEGY

The strategy of this investigation was to determine, based on the greater weight of the credible evidence whether the allegations made against the accused were true. This fact finder determined that the best practice here would be to review relevant documents associated with the allegations and then to conduct interviews with relevant witnesses. Findings would be made based on the greater weight of the credible evidence (preponderance) standard of proof.

The following points constitute the desired scope of the investigation:

A. Identify the factual bases for each allegation;
B. Identify the absence of factual bases for any such allegations; C. Identify factual bases for any responses/counter-allegations raised by witnesses or accused individuals;
D. Identify the absence of factual bases for any responses/counter-allegations raised by witnesses or accused individuals; and
E. Assess the credibility of the complainant, accused individual and witnesses.

The fact finder used the following terminology to describe the findings in this report:

A. Sustained – A preponderance of the evidence is that the alleged conduct occurred.

B. Not Sustained – A preponderance of the evidence is that the alleged conduct did not occur.

C. Unfounded – The investigation clearly established that the allegation is not true.

The fact finder used the preponderance of the evidence standard to determine whether it is more likely than not to that the conduct alleged occurred or did not occur.

SOURCE OF THE COMPLAINT

A. This complaint was internally generated.

ACCUSED/FOCUS EMPLOYEE

A. Wanda Love
City Council Member
City of Gardena

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12979498.1 GA040-082 6

RULES

This matter related to fact finding. The relevant rules of the City are attached and incorporated herein by reference.

WITNESSES1

A.

Director of Recreation and Human Services
City of Gardena

B.

City of Gardena

C.

City of Gardena

D.

City of Gardena

E. Wanda Love
City Council Member
City of Gardena

CREDIBILITY OF THE WITNESSES

The analysis of the credibility of the witnesses is an important aspect of a fact-finding investigation. As an accepted rule of evidence, a fact finder can disregard the statements of a witness who has been found to have provided false or unreliable information during their testimony in a matter. Those witnesses' statements can be disregarded in their entirety and not believed unless there is compelling evidence to conclude that individual statements otherwise are true. 2 Concerning the witnesses’ statements, this fact finder considered:
(a) The witness’s demeanor while providing a statement and the manner in which he/she provided the statement.
(b) The character of the witness’s statement.

1 Witness statements derived in the previous investigation concerning Wanda Love, dated November 18, 2024 are used in this investigation. The previous investigation is attached and incorporated herein by reference. 2 See California Civil Jury Instruction Section 5003.

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12979498.1 GA040-082
7 (c) The extent of the witness’s capacity to perceive, to recollect, or to communicate any matter about which he gave a statement.
(d) The extent of the witness’s opportunity to perceive any matter about which he gave a statement.
(e) The witness’s character for honesty or veracity or their opposites. (f) The existence or nonexistence of a bias, interest, or other motive. (g) A statement previously made by the witness’s that is consistent with his statement during the fact finding investigation.
(h) A statement made by the witness’s that is inconsistent with any part of his statement during the fact finding investigation.
(i) The existence or nonexistence of any fact given in statement by the witness. (j) the witness’s attitude toward the fact finding investigation in which he gave a statement or toward the giving of a statement.

Discussion
A.

was a credible witness in this matter. statements to this fact finder tended to be corroborated by other credible evidence, such as emails, as well as corroboration by other witnesses, who were deemed credible. It was clear that Council Member Love disliked , and this dislike seemed to permeate Council Member Love's complaints about department in general. There was no evidence to conclude that had provided any unreliable or false information during the course of this investigation.

B.

was a credible witness in this matter. statements to this fact finder tended to be corroborated by other credible evidence and witnesses. For instance, recalled Council Member Love telling
that , , had
made a complaint against Council Member Love.

, another employee at the City, also had a similar conversation with Council Member Love and recalled similar information. There was no evidence to conclude that pr ovided any unreliable or false information during the course of this investigation.

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12979498.1 GA040-082
8 C.

was a credible witness in this matter. Like ,
recalled
Council Member Love speaking with

about complaints made against her. Specifically,
heard from Council Member Love that and had both filed complaints against her.

It is unlikely that would have learned this information from any other source than Council Member Love, and Council Member Love acknowledged that she had had some discussions with employees in the concerning prior complaints against her by and . There was no information to conclude that had provided any unreliable or false information during the course of this investigation.

D.

was a credible witness in this matter. recalled that
had a brief
conversation with Council Member Love regarding a complaint filed against Council Member Love. recalled that Council Member Love mentioned that she was preparing to attend a meeting related to this complaint but did not provide any other details. did not recall that Council Member Love had identified any specific employees as complainants. There was no evidence to conclude that had provided any unreliable or false information during the course of this investigation.

E.

Wanda Love

Council Member Love was not a credible witness in this matter. Like in Council Member Love's prior investigation, her credibility was suspect. Council Member Love specifically denied having discussions with concerning complaints against her lodged by employees in the agency. Council Member Love specifically denied that she had ever mentioned or na me in such a conversation.

Council Member Love acknowledged she may have had discussions about this previous investigation with staff in the City Manager's Office but did not recall discussing it with anyone in the

.

Council Member Love also denied making any comments concerning any specific individuals filing complaints against her to or in the

.

However, recalled that Council Member Love specifically mentioned , in one of her discussions about the complaints that had been filed against her. Specifically, alleged that

felt harassed by Council Member Love. Council
Member Love's denial to this fact finder that she had identified any specific City employees as complainants in her discussions with either , or is untrue.

Council Member Love also denied that she had made any specific, false, or unfounded comments about the Department of Recreation Human Services. Council Member Love characterized that she has been the victim and has been mistreated and that any sort of criticism

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9 alleged by others had merely, been her questioning the operation of that department. Council Member Love also indicated that she did not dislike . However, previously, facts demonstrated that Council Member Love had expressed her dislike of to employees.

Based on the greater weight of the credible evidence, Council Member Love's credibility in this matter was poor, and her statements to this fact finder could not be believed unless there was corroborative evidence from a credible source.

INVESTIGATION/FINDINGS

Background

This matter related to an administrative investigation undertaken of behalf of the City of Gardena. This matter specifically related to Council Member Love allegedly making disparaging and untrue remarks concerning the Department of Recreation and Human Services, as well as discussing a previous investigation with various employees, in addition to naming the identity of the complainants and potential specifics about the nature of the complaint.

Timeline

Date
Incident
November 26,
2024

This fact finder is retained to conduct a fact finding investigation into alleged misconduct by Council Member Love
.

December 6,
2024

The scope of investigation is supplemented to include additional alleged misconduct by Council Member Love.

July 21, 2025

This fact finder concludes his investigation with this Report of Findings.

Allegations(s)

1. Whether Council Member Love has made false and misleading statements about the Department of Recreation and Human Services? If so, what were the facts and circumstances, including to whom such statements, if any, were made, when, and to what effect?
Short Answer: Sustained (Yes). The greater weight of the credible evidence demonstrates that Council Member Love has made false and misleading statements about the Department of Recreation and Human Services.

Discussion

is the Director of Recreation and Human Services. t
old
this fact finder that Council Member Love has often made open remarks questioning the fairness and consistency of the Department of Recreation and Human Services. provided explanations to this fact finder that

noted contradicted these claims, emphasizing that

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12979498.1 GA040-082
10 departmental decisions were based on established procedures rather than personal bias. stated that it is clear that Council Member Love dislikes

and will seize upon any opportunity
to undermine

publicly and with

staff. had written an email to Mr. Osorio on
October 7, 2024, to voice

concerns about Council Member Love’s behavior.
3 stated that when Council Member Love initially took on a dual role with overlapping authority as both a City Council Member and the Director of the Chamber of Commerce, it created a nearly impossible working dynamic and blurred the lines between official City responsibilities and Chamber interests.

believed this was the catalyst for the friction
between

department and Council Member Love, as well as the alleged biased treatment often claimed by Council Member Love. explained,
"She still represents the chamber, so she wants things through the chamber and then wants things as a councilmember. So as the chamber, there is no MOU with the City anymore.

That MOU was basically, um, put to an end because of her behavior. And so now, when she wants something as, as the chamber, we treat her like anybody else because there is no MOU, which means she should follow the process, she should follow the requests the way that anybody would, but of course, she doesn't or she'll say she didn’t know." further emphasized that this dual role often resulted in Council Member Love expecting City staff to prioritize Chamber initiatives outside of established procedures, which created additional conflict. explained that Council Member Love has a pattern and practice of trying to do things without going through the proper process and following procedures, and then, when she was told no, it became a problem.

noted that this led to increased tensions
when

department insisted on

following standard City policies.
emphasized that the Chamber of Commerce does not have a Memorandum of Understanding (MOU) with the City of Gardena, meaning it is treated like any other vendor under the City’s established procedures. Without a formal agreement outlining the terms of collaboration, the Chamber is required to follow the same procurement, event coordination, and service request processes as external vendors. However,

noted that Council Member Love continuously
expected her Chamber-related requests to be expedited and treated differently than other external vendors, which caused friction when they had to enforce standard City procedures. Council Member Love attempted to use her influence as an elected official to skirt normal City rules.

Despite this, Council Member Love, in her dual role as both a City Council Member and Chamber Director, often operated as though the Chamber held a special status, expecting expedited approvals, fee waivers, or direct involvement from City departments without following standard protocols. further stated that when Council Member Love requested something from

department, Council Member Love would make a statement that it should be an easy yes or an automatic approval. responded that without an agreement in place, they had to treat all vendors the same. This situation tended to cause conflict.

3 See the attached email from to Mr. Osorio dated October 7, 2024, Subject: Councilmember Love Concern.

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11 t hought that this discrepancy and double standard created administrative challenges, as City staff were put in difficult positions when asked to accommodate requests that fell outside standard operating procedures. reiterated that, in the absence of an MOU, the Chamber was not entitled to preferential treatment and had to adhere to the same guidelines and requirements as any other external organization conducting business with the City.

O
ne example cited occurred in October 2023, during discussions regarding the Trunk-or-Treat event. Council Member Love insisted that the Chamber of Commerce should receive special accommodations, including waived fees and priority access to City resources.

When upheld City policies requiring all organizations, including the Chamber, to follow standard vendor procedures, Council Member Love expressed frustration and told that m
ade everything difficult for the Chamber . responded that there are procedures that

has to follow, and

has to be consistent with all organizations.

She
further
emphasized that without an official MOU between the Chamber and the City, the Chamber could not receive preferential treatment

.

A similar incident took place in March 2024, when Council Member Love sought to involve the Chamber in organizing the Cinco de Mayo celebration. Council Member Love allegedly bypassed and communicated directly with

City staff in an attempt to
secure Chamber involvement. When reiterated that all external organizations, including the Chamber, had to submit formal proposals, Council Member Love responded with frustration by alleging that was the only with whom Council Member Love was having an issue with

procedures on doing things. maintained that

department
followed clear policies to ensure fairness and transparency.

Additionally, recalled an open-session City Council meeting in July 2024, where Council Member Love publicly questioned why the Recreation and Human Services Department had denied a Chamber proposal related to the Christmas Parade sponsorships. Council Member Love suggested that the denial reflected a personal bias against the Chamber. stated that

had to clarify on the record that the City could not fund additional sponsorships beyond the allocated budget, and the Chamber, like other entities, was required to secure its own funding. “This wasn’t about bias; it was about the budget,” explained. emphasized that

department's decisions were guided by established City policies and fiscal responsibility, not personal bias.
remarked that Council Member Love’s fluctuating expectations and demands caused inefficiencies and difficulties in managing City operations. Furthermore, believed that Council Member Love’s inconsistent interactions with

department and her
tendency to circumvent established procedures—particularly when requesting event participation or department involvement—reinforced the perception of expected preferential treatment and a lack of accountability.
recalled an incident in July 2023 where f
elt "

ambushed
" by Council
Member Love during a Chamber of Commerce meeting.

stated that she was invited to attend
the meeting under the impression that it would be a routine discussion between

and Council
Member Love about City partnerships with the Chamber.

stated that Council Member Love

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12 did not mention if they were going to discuss a specific event or anything specific about the meeting. However, once she arrived,

quickly realized that Council Member Love had turned
the meeting into a public interrogation of

department’s operations, specifically regarding the
back-to-school event. stated that

felt was being targeted in that meeting.

During the meeting, Council Member Love repeatedly questioned the allocation of funds within the Department of Recreation and Human Services, specifically pressing about staffing levels and budget decisions. thought it wasn’t a constructive conversation—it was an attempt to undermine

in front of the Chamber board members.

noted that instead
of providing a space for dialogue, Council Member Love continued to press with leading questions that painted
her
department in a negative light amongst the other Chamber board members present.

The incident left feeling that Council Member Love was actively working against

rather than collaborating for the betterment of City programs and attempting to put

in a false
light.

From November 2023 onward

,

noticed a distinct change in Council Member
Love’s behavior toward

.

recounted multiple instances where Council Member Love
deliberately ignored
her
during City-related discussions and meetings. Despite being the Director of the Department of Recreation and Human Services, stated that Council Member Love would go out of her way to avoid addressing

directly. recalled that there were
times when

would be standing right next to her, and Council Member Love would act as if she weren’t even there.
provided a specific example from a December 2023 City event where several department heads were present. As they discussed logistical arrangements for upcoming programs, Council Member Love engaged in conversation with every other department head in the room except for . said that Council Member Love would acknowledge everyone but

and that

had to interject

into the conversation just to ensure

department’s
role was considered in the planning.

A further instance occurred at a January 9, 2024 during a City Council meeting where attempted to provide input on a policy affecting community programs. Council Member Love reportedly ignored

raised hand and instead directed questions to other staff members who were not directly involved in the program.
4 felt as if Council Member Love thought

expertise and

department’s contributions did not matter. noted that this sort of dismissive demeanor by Council Member Love during public meetings have happened on a number of occasions. This behavior has caused stress to and

employees who are
scheduled to present during various public meeting who fear being demeaned by Council Member Love or ignored by

,
as a form of discourtesy or to put and/or

department in a
poor light.
expressed frustration that the Department of Recreation and Human Services was consistently overlooked during City Council open-session meetings, despite the department’s significant contributions to public programs.

specifically cited a June 2023 council meeting
where multiple departments were publicly commended by Council Member Love for their efforts

4 See the attached City Council agenda for January 9, 2024.

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13 in organizing community initiatives, yet department received no acknowledgment.

said, "She doesn't even acknowledge my department in most council meetings, you know.” felt that

department had worked tirelessly to put these programs together, but when it came time to acknowledge departments publicly,

department was left out.

A similar situation occurred in November 2023 following a citywide holiday festival. department played a crucial role in coordinating vendors, logistics, and community engagement for the event. However, when Council Member Love addressed the festival’s success during an open session, she praised the Public Works and Finance Departments but failed to mention the Department of Recreation and Human Services. stated that it wasn’t just about recognition—it sent a message that

department’s work wasn’t valued, even though they
were the ones ensuring these events ran smoothly, yet their efforts were completely ignored. added that this pattern and practice of exclusion had a demoralizing effect on her
staff, who felt that their contributions were being disregarded.

said that

team noticed
it too and often asked

why they were always left out, to which

didn’t have a good answer
for them. told this fact finder that

staff often voiced concerns about Council Member
Love’s criticisms concerning and

department, generally. For instance, in 2024,
during a National Night Out event held at the City Hall location, Council Member Love voiced complaints to Department of Recreation and Human Services employee concerning the location given to Council Member Love for

booth position. During previous
conversations with , Council Member Love complained about and indicated that she did not like

.
5 During this National Night Out event conversation between and Council Member Love, Council Member Love essentially threated that she felt that the position of her (Love’s) booth at the event was intentionally selected to somehow demean Council Member Love and that the issue was going to be aired during a City Council meeting. This caused grave concerns that
reputation would be attacked or that

employment would be put
at risk due to Council Member’s Love’s distain for . This caused tension and concern for and , alike.
cited another concern that occurred on February 23, 2025. reported:
“Today, we hosted a parade. Councilmember Love posted a video stating that the time was 9:11 am stating that her and other community members had been waiting for 45 min waiting for a shuttle. Our department provided the shuttles for the parade. We informed participants that the shuttle came around every 45 min in an email prior to the event( I will forward separately). We said that to ensure people knew there was a wait. We also suggested that they get dropped off at the start and not the end of the parade. Her post is a way to criticize our department which is what I have mentioned to you in the past. Also, she could not have been there as long as she stated because I spoke to a who called me to ask about the shuttles at 8:41 am asking about where to take the shuttle then I called her back and she said the shuttles were there around 8:46 am.

5 See the previous investigation concerning complaint related to Council Member Love, dated November 18, 2024.

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14 There is also an accidental VM, and I can hear them refer to the other shuttle. This is a 25 min time difference from the reported time of Councilmember Love. If she was there for 45 min she would have seen the shuttle. Her posting this isn’t accurate and also is a form of her constant criticism of our department without merit.” 6 This incident, though seemingly small and unimportant, serves as another example of criticisms of the Department of Recreation and Human Services and of status as a and that places the department and in a false light.
that these numerous and varied criticisms of de
partment has had a corrosive effect
on the department, reputation amongst

coworkers, elected officials and the public
and has had a negative effect on

employee’s morale and workplace satisfaction.

Yet another example of subtle undermining of and department to

superior, City Manager Clint Osorio by Council Member Love occurred in an email exchange beginning on April 15, 2024. In this instance, Council Member Love sent an email to Mr. Osorio related to requesting a tent location at an upcoming Jazz Festival. In the email, Council Member Love writes, in relevant part:
“Can you please reserve my same tent location from last year so I don’t run into the same debacle as last year?”
7 Here, pointed out that previously Council Member Love did not have an issue with getting a tent. Instead it was an issue with a table request. pointed out that the terminology used of a “debacle” was overstated and meant to give the illusion that there had been a much greater issue than had occurred. Additionally, this comment was directed to superior, Mr. Osorio with others in the department copied.

During the previous Jazz Festival in 2023 where the alleged “debacle” occurred, as described by Council Member Love, provided a July 24, 2023 email that put context to this issue. In

email to Mr. Osorio on July 24, 2023, wrote, in relevant part:
“Back in April Councilmember Love was advised that Jazz tables were not being sold at the time. We let her know that we had tables for sale beginning May 1. She wanted to be in the Sponsor area, but we advised her that the tables were not set yet and they were based on sponsorship levels. We usually don’t issue tickets until mid-August.

When sales started (May 1) she came in and decided not the purchase the table and would speak to Clint. Yesterday, she asked staff about her table. The same applies. The tables are not set yet as they are dependent on sponsor level. She does receive two free tickets so if she would like to purchase a table its $600 dollars and would be in the general area but not guaranteed next to as we have several 10k and 5k sponsors that are issued tables at the front by the stage.”
8 6
See the attached email and attachments, dated February 23, 2025. 7 See Mail Attachment 6, as an Exhibit to this report.
8 See Mail Attachment 7, as an Exhibit to this report.

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15 pointed out that this 2023 issue was not a “debacle” as described by Council Me
mber Love but her (Love’s) lack of understanding of the process of sponsorship table availability and location of placement.

An example of Council Member Love confusing her role as a Gardena Council Member and that of her position as Director of the local Chamber of Commerce occurred during the Food, Wine and Brew Festival 2024 when Council Member Love on September 11, 2024 requested to have a vendor booth at the event. As pointed out in

email to Mr. Osorio on
September 11, 2024,
“
Clint:

Does the Chamber not follow the process? Just want to make sure that Council booths can’t just be interchangeable with other organizations to ensure consistency and impartiality. Should another Councilmember want to do the same will we be allowing them to do the same?

How do you want me to proceed?

We had a process for external vendors to apply for a booth and have already selected vendors. It was advertised on social media on August 12, 2024, with a deadline of August 28, 2024.

Thanks,”
9 Here, Council Member Love seems to be trying to use her position as a Council Member to obtain special treatment for her Chamber sponsorship when she had clearly gone past the deadline for vendors, such as the Chamber of Commerce, to register for the event. pointed out that the City does not have any special relationship nor MOU with Council Member Love’s Chamber of Commerce and they (the Chamber) are required to follow the same rules as other vendors wanting to participate in any City event.

Regarding the alleged mistreatment on social media, provided an example from June or July 2023 during the Community Care Day event, which Council Member Love attended but later expressed dissatisfaction with on social media. Council Member Love posted a comment stating, "It’s like I wasn’t even there," referring to the event pictures posted by the department. 10 The implication being that department had intentionally excluded Council Member Love.
e
xplained that the department follows consistent social media posting policies, ensuring that all council members are fairly represented.

stated, "Even when she does come to
events that are mine and she doesn’t talk to me, if I have a picture of her, I always tell our

9 See Mail Attachment 8, as an Exhibit to this report.
10 See the attached screenshot of this post by Council Member Love.

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12979498.1 GA040-082
16 employees, like, hey, make sure to post everyone so it’s consistent. We don’t just post, if we take pictures of all the council members, we post the pictures. We try to make sure that everyone at least has some kind of presence."
found it inappropriate that Council Member Love would air grievances publicly, stating that such concerns should have been addressed directly to

or

department.

stressed that

department makes a conscious effort to be inclusive and impartial in its public materials. Generally, cited the following recent events as a partial list of events where Council Member Love caused issues with department:

S
tate of the City Event – March 2023



recalled that Council Member Love, acting as the Chamber Director, a
ttempted to take control of the planning and execution of the State of the City event.


Council Member Love expected City staff to prioritize Chamber-related tasks without following standard City procedures.


When insisted on adhering to City guidelines, Council Member Love reportedly became frustrated and attempted to bypass

by reaching out directly
t
o other City officials and departments.

Cinco de Mayo Event – May 2023



Another major issue arose when Council Member Love wanted the Chamber of Commerce to play a leading role in the City's Cinco de Mayo celebration. 

Council Member Love allegedly bypassed in communications, working directly with other City staff to influence event planning. 

When reiterated that the Chamber must submit formal proposals like any other organization, Council Member Love reportedly expressed frustration and accused of being uncooperative.

Trunk-or-Treat Event – October 2023



det ailed an incident involving the Trunk-or-Treat event, where Council Member Love pushed for Chamber involvement and attempted to secure special accommodations.


The Chamber expected waived City fees and priority access to resources without going through the formal approval process.


had to reinforce that, without an MOU, the Chamber must be treated as a
n external entity and follow the same vendor regulations. 

This created tension, as Council Member Love felt she was being singled out or treated unfairly, while emphasized that City protocols had to be followed.

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17 Christmas Parade Sponsorship Dispute – December 2023



recalled a dispute where Council Member Love attempted to secure a spons
orship deal for the Christmas Parade through the Chamber but expected the City to cover additional costs.


clarified that the City could not provide funding beyond what was a
lready allocated, and the Chamber needed to fund its own sponsorships. 

Council Member Love reportedly saw this as an obstacle and suggested that was deliberately making things difficult for the Chamber.

C
ouncil Member Love was asked about her relationship with and the notion that she had made negative comments to others relating to or

department.

Specifically, Council Member Love was asked if she had told others that she disliked . Love responded, "I don't have to state that, no, it's obvious." She acknowledged that she had "no relationship" with and had not interacted with the Recreation Department since being elected. However, she denied ever stating to others that she disliked . 11 Council
Member Love emphasized that she had concerns regarding her treatment at community events, citing incidents where she felt disrespected.

Council Member Love specifically referenced the recent MLK parade, where she was "placed behind a trash truck"

while other council members were assigned better placements. She also noted that at the National Night Out, her booth was "placed in the back of the row of vendors" while the was positioned "front and center." Council Member Love stated, " When I’m, I feel like I’m being mistreated, I have the right to question that, and if my questioning is interpreted as harassment, then I, I don’t know what to say, but when the treatment is consistent, then it does raise concern." Council Member Love stated that she did not make any complaints to the Department of Recreation and Human Services but rather posed her grievances by questioning the decisions made by the Department of Recreation and Human Services.

Council Member Love explained:

“Wanda Love: Well, it, to me I think there's as difference between a complaint and a question. I question why my booth was placed in a certain place. I question why I got a ****, I questioned why I was put behind a trash truck, I question these things and that was like my questioning is turnin' into a complaint. I don't complain about anything, I will bring to your attention what concerns me.

Jeff Love: Right.

Wanda Love: Or what I'm aware of or what I notice. What you do about it is up to you, so have I complained, it all depends on your definition of a complaint. Did I bring to your attention that I did not like the fact that I was placed behind a trash truck, or in a convert, in a hard top, or, yeah, so I need to understand the difference between a complaint and a question, 'cause I mean, I think I have the right to question certain things”

11 During a previous investigation concerning Council Member Love, , a , told this fact finder that Council Member Love specifically told

,
“You know I don’t like your boss [
and I don’t handle anything with your boss.” Transcript, Page 75, Lines 21-22.

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12979498.1 GA040-082
18 Council Member Love described her concerns as "questions," rather than "complaints." When asked if she had brought these issues to employees, she responded, "No, those questions are not asked to those staff members, because those staff members are the, the same staff members that continue to do the same, same behavior. So why would I ask the question to the perpetrator?" Regarding allegations of being excluded from event photos on social media, Council Member Love stated, "Well, let’s just say that you could scroll through the City’s social media and tell me how many times you see me in the photo." She asserted that the Parks and Recreation Department oversees the majority of community events and suggested that her exclusion was deliberate, adding,

"If I am there, I’m usually stuck on some end of the photos." Although Council Member Love positioned herself as a victim of unfair treatment by and members of st
aff at various events and claimed that she did not complain but merely asked questions about her treatment, the greater weight of the credible evidence demonstrates that Council Member Love has, in fact, engaged in undermining behavior toward and

department. Council Member Love seems to have used her position as an elected official to try to sidestep City policies related to the Chamber of Commerce’s involvement in City events.

When Council Member Love is dissatisfied with not being provided special treatment, she has vocalized her complaints, ignored key staff members, and made false and misleading comments about ,

staff, and

department. Council Member Love has made it
known to the Recreation and Human Services Staff that she does not like and will not work with

.

The effect of this treatment has been to the detriment of the reputation of and

department. Council Member Love has falsely cast herself as a victim of intentional disparate treatment at the hands of , yet the credible evidence demonstrates that and

department has endeavored to treat all elected officials equally. Even though Council Member frames her interactions and comments about as innocent concerns and/or legitimate oversight questions, the credible evidence demonstrates that Council Member dislikes and has endeavored, on many fronts, to hold out to opprobrium through unfounded criticisms, grandstanding comments and rhetorical questions meant to harm reputation, while, at the same time, falsely claiming that she (Council Member Love) is a victim of uneven treatment by department. This allegation is, therefore, Sustained.

2. Whether Council Member Love discussed with
t hat she felt like it was a “ slap in the face ” because the City did not partner with her for the “Too Cute to Spook” event? If so, what were the facts and circumstances, including:

Short Answer: Sustained (Yes), in part. The greater weight of the credible evidence demonstrated that Council Member Love discussed with
t hat she felt like it was a “slap in the face” not because the City did not partner with her for the “Too Cute to Spook” event but because the City did not partner with her concerning the Dia De Los Muertos event at Roosevelt Cemetery.

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a. Whether Council Member Love specifically identified City Manager Clint Osorio in this conversation?
Short Answer: Sustained (Yes). The greater weight of the credible evidence demonstrated that Council Member Love specifically identified City Manager Clint Osorio (Mr. Osorio) in the conversation about the partnership with Roosevelt Cemetery concerning the Dia De Los Muertos event. b. Whether Council Member Love revealed additional details about the nature of her complaints about Mr. Osorio?
Short Answer: Sustained (Yes). The greater weight of the credible evidence demonstrated that Council Member Love specifically identified City Manager Clint Osorio (Mr. Osorio) in this conversation in that Council Member Love claimed that Mr. Osorio initially told her that the City would not partner with Roosevelt Cemetery but ultimately did. This is what Council Member Love referred to as a “slap in the face.”
Discussion
The facts in this matter demonstrate that there had been a number of recreation programs conducted in or about the City that Council Member Love has had difficulties and, or complaints about. One such event was the Halloween event called "Too Cute to Spook." During this event, Council Member Love was displeased that a banner had not been placed on her booth during the event. Previously, Council Member Love had been upset and concerned about the positioning of her booth at the City Hall. This matter led to a previous investigation by employee, .12

Another event that had occurred in 2024 was the "Dia de Los Muertos," event at the Roosevelt Cemetery. Council Member Love was found to have discussed with that Council Member Love felt like it was, "slap in the face," that City Manager Clint Osorio (Mr. Osorio), had advised Council Member Love that the City was not going to partner with Roosevelt Cemetery, but ultimately did.

Here, Council Member Love claimed to that Mr. Osorio, the City Manager, had reversed himself concerning the City's involvement with the Roosevelt Cemetery for the Dia de Los Muertos event and had seemingly left Council Member Love out of the information loop.

Council Member Love denied making any specific comments concerning the lack of partnership in the "Too Cute to Spook," event as a " slap in the face." She indicated that she had questioned why the Recreation Department did not have her banner up at the event. Council Member Love expressed concerns about what she referred to as a, recurring pattern, where the City Recreation and Human Services Department sets up City Council booths at community events but does not display her City Council banner, nor was she allowed to place her own banner at the booth.

12 A copy of this investigation is attached and incorporated here and by reference.

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12979498.1 GA040-082
20 Council Member Love recalled bringing this issue to the attention of the

and
City Manager, Mr. Osorio, as well as . When asked if she had ever voiced any concerns or complaints about City Manager Osorio in these conversations, Council Member Love indicated that she had not. When further pressed about whether she had complaints or concerns about Mr. Osorio, Council Member Love stated, "None that I want to talk about."

indicated that Council Member Love's complaint concerning her banner at the "
Too Cute to Spook," event was unfounded, in the sense that Council Member Love had not specifically made that request. provided this fact finder with images and photos from social media that show that Council Member Love's banners had been placed at specific events. 13 said that Council Member Love never seems to be pleased with the location of he
r booth and often attempts to skirt City procedures for making requests at these various events. said that Council Member Love seems to blur her position as a City Council member w
ith that of her role at the Chamber of Commerce. noted that the City does not have an MOU with Council Member Love's Chamber of Commerce and that the Chamber of Commerce has to follow the same procedures as any outside organization.

Here, the greater weight of the credible evidence tends to demonstrate that Council Member Love did use the expression "slap in the face," in relation to an event that occurred at the Roosevelt Cemetery, where the City had partnered with the cemetery for a Dia de Los Muertos

event. This, " slap in the face ," comment was not attributed to the Too Cute to Spook event.

However, Council Member Love complained that her banner had not been placed properly at the Too Cute to Spook event.

The evidence further demonstrated that Council Member Love had specifically identified Mr. Osorio in a conversation with concerning the partnership with Roosevelt Cemetery in relation to the Dia de Los Muertos

event. Council Member Love's reference to Mr.

Osorio in this conversation with

was negative, as Council Member Love claimed
that Mr. Osorio had initially told her and Council members that the City would not be partnering with the Roosevelt Cemetery for the Dia de Los Muertos event but ultimately did. This is what Council Member Love referred to as a, "

slap in the face
" to her. This allegation is, therefore,
sustained, as to the Dia de Los Muertos event.

3. Wh ether Council Member Love discussed with
t hat she had learned about City employees who had filed complaints against her? If so, what were the facts and circumstances, including:

Short Answer: Sustained (Yes). The greater weight of the credible evidence demonstrates that Council Member Love discussed with
t hat she had learned about City employees who had filed complaints against her.

13 See the attached photographs and other items provided by .

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12979498.1 GA040-082
21 a.

Whether Council Member Love specifically identified
and/or as employees in this conversation?
Short Answer: Sustained (Yes). The greater weight of the credible evidence demonstrates that Council Member Love specifically identified an d/or as employees in this conversation.
b. Whether Council Member Love revealed any details about the nature of any complaints being made against her?
Short Answer: Sustained (Yes). The greater weight of the credible evidence demonstrates that Council Member Love revealed any details about the nature of any complaints being made against her.

Discussion
This issue concerns whether Council Member Love had discussions with , in which she (Council Member Love) had learned about City employees, who had filed complaints against her. The facts in this matter demonstrate that Council Member Love had specifically identified
and , employee, as employees who
had filed complaints against her. This was told to during a conversation with Council Member Love.

In addition to identifying these two City employees as having filed complaints against Council Member Love, Council Member Love further identified that complaint related to contracts and Council Member Love's questioning of those City contracts. The facts demonstrated that Council Member Love had only mentioned as a complainant but did not disclose any specific facts concerning that complaint.

Council Member Love denied discussing any of these complaints made against her in any conversations with . Specifically, Council Member Love denied ever mentioning or in any such discussion. Council Member Love specifically claimed that she did not discuss these prior investigations or complaints with or any other employees in the

.

She did acknowledge, though, that she " May have
mentioned it to the ladies in the City Manager's office."

Here, the greater weight of the credible evidence demonstrates that Council Member Love did, in fact, have a discussion with , in which she discussed prior complaints against her that were lodged by and . The facts demonstrate that Council Member Love specifically identified these employees to as being complainants against her and further went on to say that complaint concerned the issues of City contracts.

Even though Council Member Love did not specifically identify the nature of complaint against her, it was clear, based on the greater weight of the evidence, that this discussion occurred between Council Member Love and . Here, demonstrated

CONFIDENTIAL
12979498.1 GA040-082
22 good credibility. However, Council Member Love's credibility was poor. Based on the greater weight of the credible evidence, these allegations are, therefore, Sustained.

4. Whether Council Member Love discussed with
and/or that she had learned
about City employees who had filed complaints against her? If so, what were the facts and circumstances, including:

Short Answer: Sustained (Yes). The greater weight of the credible evidence demonstrates that Council Member Love discussed with
and/or that she had learned
about City employees who had filed complaints against her. a.

Whether Council Member Love specifically identified as one such employee in this conversation?
Short Answer: Sustained (Yes). The greater weight of the credible evidence demonstrates that Council Member Love specifically identified as one such employee in this conversation.
b. Whether Council Member Love revealed any details about the nature of any complaints being made against her?
Short Answer: Sustained (Yes). The greater weight of the credible evidence demonstrates that Council Member Love revealed any details about the nature of any complaints being made against her.

Discussion
This matter concerns whether Council Member Love had discussed with , and, or
, that Council Member Love had learned about City employees who had filed complaints against her. Here, the evidence demonstrates that Council Member Love did, in fact, have conversations with both and , concerning personnel complaints that had previously been made against Council Member Love.

recalled that
had been present during a recent conversation in which
Council Member Love expressed frustrations about complaints filed against her by City staff. stated that

did not actively participate in this conversation but distinctly recalled Council Member Love mentioning that "staff had complained about her." These comments were made inside the

.
recalled that Council Member Love specifically
mentioned in one of her discussions about these complaints against her.

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12979498.1 GA040-082
23 recalled that Council Member Love allegedly expressed surprise upon learning that felt harassed by her. stated that Council Member Love did not provide details about the specific nature of complaint. stated that it appeared to

that Council Member Love was attempting to rationalize her behavior, stating that she was merely "asking for help," and could not understand why such a comment or request could be interpreted as harassment. stated that these conversations took place around August or September 2024.

further indicated that Council Member Love frequently visits the

,
often requesting agenda items before City Council meetings. has previously advised

staff not to engage in personal conversations with Council Member Love but to only be courteous, listen, and respond to a request as necessary. indicated that Council Member Love's behavior is unique in this regard and that

does not have to give similar
instructions to

staff concerning the other City Council members, who do not engage in these sorts of inappropriate conversations.

recalled that there had been a brief interaction and conversation with Council Member Love regarding a complaint that had been filed against her. At the time of this conversation, recalled that Council Member Love mentioned that she was preparing to attend a meeting related to this complaint but did not provide further details concerning the nature of the matter. did not recall Council Member Love identifying any specific employees as complainants. stated that

has deliberately distanced herself from Council Member
Love regarding these sorts of conversations, and in this case,

did not inquire further as to
Council Member Love's allegations. confirmed that was present during the conversation when Council Member Love spoke about the aforementioned complaint.

Council Member Love admitted to discussing a previous personnel investigation related to and with a nd , stating, " I was just referenced that I'd thought it was, a waste of time that the allegations were made. They were false." Council Member Love clarified that this conversation took place at the same time with both individuals and did not involve any further details about the complaints. Council Member Love denied that she had specifically identified any City employees as complainants during this discussion with and . Council Member Love characterized the complaints made against her as a,
"Waste of time," and, "False ." Council Member Love emphasized that she made a general comment to and rather than discussing specific details of any complaint or investigation.

Here, the greater weight of the evidence demonstrates that Council Member Love did, in fact, disclose during a conversation with and that there had been previous personnel complaints made against her and that recalls Council Member Love referring to as one of those complainants. Additionally, Council Member Love recalls telling both and , that the complaints that were made were, "False," and that they were, "Waste of time." Here, the allegations are Sustained.

CONFIDENTIAL
12979498.1 GA040-082
24 SUMMARY OF INTERVIEWS

A.

Summary of Interview with
On January 12, 2025, this fact-finder conducted a Zoom-recorded interview with . is the
for the City of Gardena.
served as in 2018 before officially assuming
the role in 2019.
understood that
was being interviewed solely as a witness and was not the subject of this investigation.

acknowledged obligation to answer all questions completely and honestly to the best of

knowledge and recollection.
stated that Council Member Love made remarks questioning the fairness and consistency of the Department of Recreation and Human Services. However, provided explanations that contradicted these claims, emphasizing that department decisions were based on established procedures rather than personal bias.
stated that when Council Member Love initially took on a dual role with overlapping authority as both a City Council Member and the Director of the Chamber of Commerce, it created an impossible working dynamic and blurred the lines between official City responsibilities and Chamber interests.

believed this was the catalyst for the friction between

department and Council Member Love, as well as the alleged biased treatment claimed by Council Member Love.
explained, "She still represents the chamber, so she wants things through the chamber and then wants things as a councilmember. So as the chamber, there is no MOU with the City anymore. That MOU was basically, um, put to an end because of her behavior. And so now, when she wants something as, as the chamber, we treat her like anybody else because there is no MOU, which means she should follow the process, she should follow the requests the way that anybody would, but of course, she doesn't or she'll say she didn’t know." further emphasized that this dual role often resulted in Council Member Love expecting City staff to prioritize Chamber initiatives outside of established procedures, which created additional conflict. explained that Council Member Love tried to do things without going through the proper process and following procedures, and then when she was told no, then it became a problem.

noted that this led to increased tensions when

department
insisted on following standard City policies.
emphasized that the Chamber of Commerce does not have a Memorandum of Understanding (MOU) with the City of Gardena, meaning it is treated like any other vendor under the City’s established procedures. Without a formal agreement outlining the terms of collaboration, the Chamber is required to follow the same procurement, event coordination, and service request processes as external vendors. However,

noted that Council Member Love continuously

CONFIDENTIAL
12979498.1 GA040-082
25 expected her Chamber-related requests to be expedited and treated differently than other external vendors, which caused friction when we had to enforce standard City procedures.

Despite this, Council Member Love, in her dual role as both a City Council Member and Chamber Director, often operated as though the Chamber held a special status, expecting expedited approvals, fee waivers, or direct involvement from City departments without following standard protocols. further stated that when Council Member Love requested something from

department, Council Member Love would make a statement that it should be an easy yes or an automatic approval. responded that without an agreement in place, we had to treat all vendors the same.
thought that this discrepancy created administrative challenges, as City staff were put in difficult positions when asked to accommodate requests that fell outside standard operating procedures. reiterated that, in the absence of an MOU, the Chamber was not entitled to preferential treatment and had to adhere to the same guidelines and requirements as any other external organization conducting business with the City.

One example provided occurred in October 2023, during discussions regarding the Trunk-or-Treat event. Council Member Love insisted that the Chamber of Commerce should receive special accommodations, including waived fees and priority access to City resources.

When upheld City policies requiring all organizations, including the Chamber, to follow standard vendor procedures, Council Member Love expressed frustration and told that
made everything difficult for the Chamber. responded that there are procedures that she have to follow, and

have to be consistent with all organizations.

further
emphasized that without an official MOU
between the Chamber and the City, the Chamber could
not receive preferential treatment

.

A similar incident took place in March 2024, when Council Member Love sought to involve the Chamber in organizing the Cinco de Mayo celebration. Council Member Love allegedly bypassed and communicated directly with City staff in an attempt to secure Chamber involvement. When reiterated that all external organizations, including the Chamber, had to submit formal proposals, Council Member Love responded with frustration by alleging that was the only department head whom Council Member Love was having an issue with Council Member Love procedures on doing things. maintained that

department followed clear policies to ensure fairness and transparency.

Additionally, recalled an open-session City Council meeting in July 2024, where Council Member Love publicly questioned why the Recreation and Human Services Department had denied a Chamber proposal related to the Christmas Parade sponsorships. Council Member Love suggested that the denial reflected a personal bias against the Chamber. stated that

had to clarify on the record that the City could not fund additional sponsorships beyond the allocated budget, and the Chamber, like other entities, was required to secure its own funding.

This wasn’t about bias; it was about the budget,
explained.
emphasized that
department's decisions were guided by established City
policies and fiscal responsibility rather than personal bias.

CONFIDENTIAL
12979498.1 GA040-082
26 remarked that Council Member Love’s fluctuating expectations and demands caused inefficiencies and difficulties in managing City operations. Furthermore, believed that Council Member Love’s inconsistent interactions with the department and her tendency to circumvent established procedures—particularly when requesting event participation or department involvement—reinforced her perception of preferential treatment and a lack of accountability.
recalled an incident in July 2023 where she felt "ambushed" by Council Member Love during a Chamber of Commerce meeting.

stated that she was invited to attend
the meeting under the impression that it would be a routine discussion between

and Council
Member Love about City partnerships with the Chamber.

stated that Council Member Love
did not mention if they were going to discuss a specific event or anything specific about the meeting. However, once

arrived,

quickly realized that Council Member Love had turned
the meeting into a public interrogation of

department’s operations, specifically regarding the
back-to-school event. stated that

felt that was a target in that meeting.

During the meeting, Council Member Love repeatedly questioned the allocation of funds within the Department of Recreation and Human Services, specifically pressing about staffing levels and budget decisions. thought it wasn’t a constructive conversation—it was an attempt to undermine

in front of the Chamber board members.

noted that instead
of providing a space for dialogue, Council Member Love continued to press with leading questions that painted

department in a negative light. The incident left feeling that Council Member Love was actively working against

rather than collaborating for the betterment of City
programs.

From November 2023 onward, noticed a distinct change in Council Member Love’s behavior toward

.

recounted multiple instances where Council Member Love
deliberately ignored

during City-related discussions and meetings. Despite being the Director of the Department of Recreation and Human Services, stated that Council Member Love would go out of her way to avoid addressing

directly. recalled that there were
times

would be standing right next to

and Council Member Love would act as if

wasn’t
even there.

provided a specific example from a December 2023 City event where several department heads were present. As they discussed logistical arrangements for upcoming programs, Council Member Love engaged in conversation with every other department head in the room except for . said that Council Member Love would acknowledged everyone but

and that

had to interject just to ensure

department’s role was considered in the
planning.

Another instance occurred in early January 2024 during a council meeting where attempted to provide input on a policy affecting community programs. Council Member Love reportedly ignored

raised hand and instead directed questions to other staff members who were not directly involved in the program.

felt like Council Member Love thought

expertise and

department’s contributions didn’t matter.

CONFIDENTIAL
12979498.1 GA040-082
27 expressed frustration that the Department of Recreation and Human Services was consistently overlooked during City council open session meetings, despite the department’s significant contributions to public programs.

specifically cited a June 2023 council meeting
where multiple departments were publicly commended for their efforts in organizing community initiatives, yet

department received no acknowledgment.

said "

She doesn't even
acknowledge my department in most council meetings, you know.”

felt that

department had worked tirelessly to put these programs together, but when it came time to acknowledge departments publicly,

department was left out.

A similar situation occurred in November 2023

following a City-wide holiday festival.
department played a crucial role in coordinating vendors, logistics, and community engagement for the event. However, when Council Member Love addressed the festival’s success during an open session, she praised the Public Works and Finance Departments but failed to mention the Department of Recreation and Human Services. stated that that it wasn’t just about recognition—it sent a message that

department’s work wasn’t valued, even though
they were the ones ensuring these events ran smoothly, and that their efforts were completely ignored.
added that this pattern of exclusion had a demoralizing effect on staff, who
felt that their contributions were being disregarded.

said that

team noticed it too and often
asked

why they were always left out, to which

didn’t have a good answer for them.

Regarding the alleged mistreatment on social media, provided an example from June or July 2023 during the Community Care Day event , which Council Member Love attended but later expressed dissatisfaction on social media. Council Member Love posted a comment stating, "It’s like I wasn’t even there," referring to the event pictures posted by the department.
e xplained that the department follows consistent social media posting policies, ensuring that all council members are fairly represented. She stated, "Even when she does come to events that are mine and she doesn’t talk to me, if I have a picture of her, I always tell our employees, like, hey, make sure to post everyone so it’s consistent. We don’t just post, if we take pictures of all the council members, we post the pictures. We try to make sure that everyone at least has some kind of presence."
found it inappropriate that Council Member Love would air grievances publicly, stating that such concerns should have been addressed directly to

or

department.

stressed that

department makes a conscious effort to be inclusive and impartial in its public materials.

Special Events and Issues
State of the City Event – March 2023

CONFIDENTIAL
12979498.1 GA040-082
28 

recalled that Council Member Love, acting as the Chamber Director, attempted to take control of the planning and execution of the State of the City event. 

Council Member Love expected City staff to prioritize Chamber-related tasks without following standard City procedures.


When insisted on adhering to City guidelines, Council Member Love reportedly became frustrated and attempted to bypass

by reaching out directly to other City
officials and departments.

Cinco de Mayo Event – May 2023



Another major issue arose when Council Member Love wanted the Chamber of Commerce to play a leading role in the City's Cinco de Mayo celebration. 

Council Member Love allegedly bypassed in communications, working directly with other City staff to influence event planning.


When reiterated that the Chamber must submit formal proposals like any other organization, Council Member Love reportedly expressed frustration and accused of being uncooperative.

Trunk-or-Treat Event – October 2023



detailed an incident involving the Trunk-or-Treat event, where Council Member Love pushed for Chamber involvement and attempted to secure special accommodations. 

The Chamber expected waived City fees and priority access to resources without going through the formal approval process.


had to reinforce that, without an MOU, the Chamber must be treated as an external entity and follow the same vendor regulations. 

This created tension, as Council Member Love felt she was being singled out or treated unfairly, while emphasized that City protocols had to be followed.

Christmas Parade Sponsorship Dispute – December 2023



recalled a dispute where Council Member Love attempted to secure a sponsorship deal for the Christmas Parade through the Chamber but expected the City to cover additional costs.


clarified that the City could not provide funding beyond what was already allocated, and the Chamber needed to fund its own sponsorships. 

Council Member Love reportedly saw this as an obstacle and suggested that was deliberately making things difficult for the Chamber.

Allegations of False and Misleading Statements



, stated
that Council Member Love had repeatedly made statements that

believed were false or
misleading regarding

department.


One specific incident involved an allegation that the department had intentionally assigned Council Member Love an unfavorable placement at the National Night Out event.

CONFIDENTIAL
12979498.1 GA040-082
29 asserted that the placement of booths was determined fairly and with consistency, and no intentional slight was made against Council Member Love. 

noted that Council Member Love spread these claims widely, reinforcing a perception of favoritism and inconsistency within the department, which denied.

Claims of Targeting and Scrutiny



reported that Council Member Love had made statements indicating that she was not a fan of and had gathered information from employees to assess job performance.


stated that Council Member Love had reached out to employees, including custodians, seeking feedback on department operations, which felt was an attempt to undermine

authority.


One incident involved an accusation that improperly stored alcohol in

office. clarified that the alcohol was for City events and was stored securely.

believed Council Member Love’s statements on this matter were intended to damage

credibility.

Claims of Procedural Inconsistencies



reported that Council Member Love made inconsistent or misleading claims about event organization. One instance involved Council Member Love’s dissatisfaction with banner placement and event organization at a harvest festival, despite procedural adherence by the department.


Council Member Love reportedly submitted conflicting requests for City-sponsored events, which led to misunderstandings and accusations against the department for failing to meet her expectations.

Personal and Professional Dynamic



described a strained professional relationship with Council Member Love, citing that Council Member Love ignored

in public settings, did not acknowledge

department’s work in council meetings, and selectively engaged with City officials. 

stated that Council Member Love had removed
request from the consent
calendar, where had proposed the creation of a manager position within

department due to concerns about excessive workloads for staff. interpreted this as Council Member Love’s attempt to hinder the department’s progress.

Social Media Complaints


provided an example in which Council Member Love attended a City event but later complained on social media that she had been excluded from event photos. 

emphasized that the department follows consistent social media posting policies, ensuring all council members are fairly represented in public materials.

CONFIDENTIAL
12979498.1 GA040-082
30 B.

Summary of Interview with
On January 6, 2025, this fact-finder, conducted a Zoom-recorded interview with . is the for the City of Gardena and has been
employed by the City for over eleven years.
understood that
was being interviewed solely as a witness and was not the subject of this investigation.

acknowledged obligation to answer all questions completely and honestly to the best of

knowledge and recollection.

Council Member Love’s Statements Regarding Employee Complaints 

confirmed that
had been present during conversations in which Council
Member Love expressed frustration about complaints allegedly filed against her by City staff.


stated that while

did not actively contribute to these conversations,

distinctly
recalled Council Member Love mentioning that “
staff has complained about her
.”


These comments by Council Member Love were made while she was inside the

.

Identification of Specific Employees


recalled that Council Member Love specifically mentioned i n one of her discussions about complaints.


Council Member Love allegedly expressed surprise upon learning that felt harassed by her.


However, Council Member Love did not provide details about the specific nature of complaint.

Details About the Complaints


Council Member Love did not provide specifics about the complaints beyond stating that staff accused her of harassment.


She appeared to rationalize her behavior, stating that she was merely “ asking for help
” and
could not understand why that would be interpreted as harassment. 

The conversation took place around August or September 2024.

Additional Observations


indicated that Council Member Love frequently visited the ,
often requesting agenda items before City Council meetings. 

had previously advised
staff to avoid engaging in personal conversations
with Council Member Love but only to listen and respond to her requests as necessary. 

When asked whether

had given similar instructions regarding other Council members, confirmed that
had not, implying that Council Member Love’s behavior

CONFIDENTIAL
12979498.1 GA040-082
31 was unique in this regard, while other Council members typically did not engage in personal conversations.


di d not recall hearing Council Member Love make any derogatory remarks about the Department of Recreation and Human Services.

Based on statement, Council Member Love expressed awareness of complaints filed against her by City employees and specifically mentioned . However, she did not provide details about the complaints beyond her assertion that she
was being unfairly accused of harassment no did she mention other complainants.

said that Council Member Love’s visits to the

involved
frequent discussions about City matters but also occasional expressions of frustration regarding staff complaints against her. However, maintained that, except for , Council Member Love did not mention any other City employees by name, nor did she provide specifics about the nature of the complaints.

C.

Summary of Interview with
On January 9, 2025, the fact-finder conducted a Zoom-recorded interview with . for the City of
Gardena and has been employed by the City for 30 years, with the last 15 years as a full-time employee. She confirmed that

supervisor is .
understood that

was being interviewed solely as a witness and was not
the subject of this investigation.

acknowledged

obligation to answer all questions
completely and honestly to the best of

knowledge and recollection.

Council Member Love’s Statements Regarding Employee Complaints 

c onfirmed that during a conversation at the "Too Cute to Spook" Halloween event, Council Member Love mentioned that she was under investigation and that certain individuals had filed complaints against her. 

was taken aback by this disclosure, as

felt it was inappropriate for a
council member to discuss an ongoing investigation with .


Council Member Love did not provide specific details about the nature of the complaints but expressed frustration over the situation.

Identification of Specific Employees


s tated that Council Member Love specifically identified a nd another employee, , as individuals who had made
complaints against her.


Council Member Love implied that complaint was related to her inquiries about City contracts but did not elaborate further.

CONFIDENTIAL
12979498.1 GA040-082
32 Complaints About City Partnerships


recounted that Council Member Love expressed frustration over the City’s partnership with Roosevelt Cemetery for the
Día de los Muertos
event, stating that it was
"a slap in the face" that the City collaborated with an external entity while failing to engage with her and the Chamber of Commerce.


Council Member Love conveyed that she was unaware of the partnership with Roosevelt Cemetery and felt slighted, claiming she was not given the same consideration for City collaborations.


Council Member Love’s concerns appeared to be centered on the perception that she was being excluded from certain City-sponsored events.

Banners at City Events


During the "Too Cute to Spook" event, Council Member Love confronted about the absence of a City Council banner at her booth. 

explained that the event required themed decorations, and the oversight regarding the banner was unintentional.


Council Member Love expressed that she felt this issue was part of a pattern of mistreatment, stating that such things "always happen to her." 

noted that other council members present at the event, including , also did not have banners but did not raise concerns.

Council Member Love’s Comments


described that Council Member Love would make comments that would tend to portray herself as being at odds with the majority of the City Council. 

recalled that Council Member Love made statements indicating she believed the City Manager, Clint Osorio, treated her unfairly compared to other Council members. 

Council Member Love claimed that Mr. Osorio had previously informed her that the City would not partner with Roosevelt Cemetery, yet the City proceeded with the collaboration, further fueling her belief that she was being excluded. 

relayed this conversation to
supervisor via text message, noting that

believed Council Member Love was "
fishing for information
" and sharing details that
should not have been discussed with

.

Based on statement, Council Member Love disclosed that she was under investigation and identified and as complainants.

Council Member Love did not provide explicit details about the complaints but expressed frustration about being investigated.

Additionally, Council Member Love voiced her concerns over the City’s alleged partnership with Roosevelt Cemetery and her perceived exclusion from City collaborations. She also raised concerns about not having a banner at a City event, attributing it to unfair treatment.

CONFIDENTIAL
12979498.1 GA040-082
33 sta tement suggests that Council Member Love feels isolated within the City government and believes she is being treated differently than other Council members. However, confi rmed that no efforts or actions were directed or undertaken to exclude Council Member Love from any City activities.

D.

Summary of Interview with
On January 7, 2025, the fact-finder conducted a Zoom-recorded interview with . i s the for the City of Gardena and
has been employed by the City for approximately eight years. w
as represented by , an attorney with .

understood that

was being interviewed solely as a witness and was not the subject of this investigation.

acknowledged

obligation to answer all questions completely and honestly to the best of

knowledge and recollection.

Council Member Love’s Statements Regarding Employee Complaints 

confirmed that

had a brief interaction with Council Member Love
regarding a complaint filed against Council Member Love. 

stated that Council Member Love mentioned

was preparing to attend a
meeting related to a complaint but did not provide details beyond that. 

recalled that this conversation occurred at least a month prior to this interview, though

could not provide an exact date.

Ide
ntification of Specific Employees


did not recall Council Member Love identifying any specific employees as com
plainants.


was unsure whether Council Member Love herself knew who had filed the com
plaint at the time of their conversation.

Details About the Complaints


Council Member Love did not provide specifics about the complaint beyond mentioning that it had been filed against

and that

had a meeting regarding the matter.


stated that

deliberately distanced

from the conversation and did not
inqui
re further.

Additional Observations


confirmed that w as present during the conversation where Council Member Love mentioned the complaint.


did not recall any other conversations where Council Member Love discussed the
complaint or an investigation related to it.

CONFIDENTIAL
12979498.1 GA040-082
34 Based on statement, Council Member Wanda Love mentioned being the subject of a complaint and preparing for a related meeting. However, Council Member Love did not disclose specific details about the complaint, the complainants, or the nature of the allegations. statements indicate that
intentionally removed

from the
conversation and did not seek additional details.

E.

Summary of Interview with Wanda Love
On February 18, 2025, Jeffrey Love, the designated fact finder, conducted a zoom interview with Wanda Love (Council Member Love), a council member with the City of Gardena.

Council Member Love was represented by attorney Felton Newell.

Council Member Love was aware that she was the subject of this investigation and acknowledged her obligation to answer all questions completely and honestly to the best of her knowledge and recollection.

Issue: Whether Council Member Love told
that she felt it was a "slap in the face" that the City did not partner with her for the “Too Cute to Spook” event
Council Member Wanda Love denied ever requesting a partnership with the City for the "Too Cute to Spook" event or any other event. When asked whether she made comments referring to the lack of partnership as a "slap in the face," she explicitly denied using that phrase or any words to that effect. She stated, "I questioned why my City Council group didn't have my banner up." Love expressed concerns about a recurring pattern where the City’s Parks and Recreation Department set up the City Council booth at community events but did not display her City Council banner, nor was she allowed to put up her own banner.

She reported bringing this issue to the attention of the . When asked if she voiced concerns about City Manager Clint Osorio in that conversation, Love stated, "No." When further pressed about whether she had complaints or concerns about Osorio, she responded, "None that I want to talk about." 

Council Member Love denied ever requesting a partnership with the City for this event or any other event.


She also denied using the phrase “a slap in the face” or any similar expression when discussing the event with .


However, Council Member Love acknowledged questioning why her City Council banner was not displayed at the event.



Council Member Love stated that she had raised this issue with the , the , and , as well as possibly with staff members working at events. 

When asked whether she had made any comments about City Manager Clint Osorio regarding this matter, Council Member Love denied having such discussions.

CONFIDENTIAL
12979498.1 GA040-082
35 Issue: Whether Council Member Love discussed with that she had learned about City employees who had filed complaints against her Council Member Love denied discussing any complaints made against her with . When asked if she specifically mentioned or in such a discussion, Council Member Love responded, "No." She also stated that she did not discuss prior investigations regarding these complaints with or any other employees in the

.

However, she acknowledged that she "may have mentioned it to the ladies in the City Manager’s Office," referring to a prior investigation.


Council Member Love denied ever discussing with any complaints made against her by City employees.


She specifically stated that she had never mentioned or in such a conversation.


Council Member Love acknowledged that she may have discussed a previous investigation with staff in the City Manager’s office but did not recall discussing it with anyone in the

.

Allegation: Whether Council Member Love discussed with
and/or that she had learned
about City employees who had filed complaints against her Council Member Love admitted to discussing a previous investigation with and , stating, "I just referenced that I thought it was, it was a, a waste of time that the allegations were made. That they were false." She clarified that this conversation took place at the same time with both individuals and did not involve any further details about the complaints.

When asked if she could recall when the conversation took place, she responded, "I do not remember."


Council Member Love confirmed that she had a conversation with and in the ,
during which she referenced a prior investigation.


She characterized the complaints made against her as
“a waste of time”
and

“false.”



Council Member Love denied that she identified any specific City employees as complainants.



Council Member Love emphasized that she made a general comment rather than discussing specific details of any complaint or investigation.



She stated that she did not recall exactly when the conversation occurred.

Allegation: Whether Council Member Love made false and misleading statements about the Department of Recreation and Human Services
When asked if she had told others that she disliked , Council Member Love responded, "I don't have to state that, no, it's obvious." She acknowledged that she had "no relationship" with and had not interacted with the Recreation Department since being elected. However, she denied ever stating that she disliked . Council Member

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36 Love emphasized that she had concerns regarding her treatment at community events, citing incidents where she felt disrespected.

She specifically referenced the MLK parade, where she was "placed on a trash truck" while other council members were assigned better placements. She also noted that at National Night Out, her booth was "placed in the back of the row of vendors" while the Mayor was positioned "front and center." Council Member Love stated, "When I’m, I feel like I’m being mistreated, I have the right to question that, and if my questioning is interpreted as harassment, then I, I don’t know what to say, but when the treatment is consistent, then it does raise concern." Council Member Love stated that she did not make any complaints to the Department of Recreation and Human Services but rather posed her grievances by questioning the decisions made by Department of Recreation and Human Services.

She explained:

“Wanda Love: Well, it, to me I think there's as difference between a complaint and a question. I question why my booth was placed in a certain place. I question why I got a ****, I questioned why I was put behind a trash truck, I question these things and that was like my questioning is turnin' into a complaint. I don't complain about anything, I will bring to your attention what concerns me.

Jeff Love: Right.

Wanda Love: Or what I'm aware of or what I notice. What you do about it is up to you, so have I complained, it all depends on your definition of a complaint. Did I bring to your attention that I did not like the fact that I was placed behind a trash truck, or in a convert, in a hard top, or, yeah, so I need to understand the difference between a complaint and a question, 'cause I mean, I think I have the right to question certain things”

Council Member Love described her concerns as "questions," rather than "complaints." When asked if she had brought these issues to employees, she responded, "No, those questions are not asked to those staff members, because those staff members are the, the same staff members that continue to do the same, same behavior. So why would I ask the question to the perpetrator?" Regarding allegations of being excluded from event photos on social media, Council Member Love stated, "Well, let’s just say that you could scroll through the City’s social media and tell me how many times you see me in the photo." She asserted that the Parks and Recreation Department oversees the majority of community events and suggested that her exclusion was deliberate, adding,

"If I am there, I’m usually stuck on some end of the photos." 

Council Member Love denied making any statements to others that could be considered false or misleading about the department.


When asked if she disliked , she responded:
“I don’t
like or dislike

not a factor.”



However, Council Member Love expressed frustration over what she perceived as consistent mistreatment by the department, including:



Being placed behind a trash truck at the MLK Parade.

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37 

Her City Council booth being placed in the back of the park at events.



Not being allowed to display her own banner at community events.



Being assigned a hard-top vehicle instead of a convertible at a parade, unlike other council members.



Council Member Love stated that she had raised these concerns with the , the , a nd fellow .


Regarding social media representation, Council Member Love claimed that her presence in City event photos was minimal and suggested that an investigation into the City's social media pages would show how infrequently she appeared. She stated “Go look at the City’s
social media pages and tell me how often I’m in those pictures. I bet it’s barely at all.”

Council Member Love denied making statements about the City failing to partner with her for events, discussing complaints filed against her with

employees, and
expressing explicit dislike toward . However, she acknowledged questioning her treatment at events and stated that she had raised these concerns with the and . She also admitted to discussing prior complaints with and but stated that she only referred to them as "a waste of time." Council Member Love expressed frustration over what she perceived as differential treatment in City events and social media representation.

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12979498.1 GA040-082 38

EXHIBITS

Exhibit Number
Report of Findings 1
Transcript of Interview with 2
Transcript of Interview with 3
Transcript of Interview with 4
Transcript of Interview with 5
Transcript of Interview with Council Member Love 6
Email from to Mr. Osorio relating to Concerns about Council Member Love’s Treatment of and her Department – October 7, 2024
7 Scope of Investigation 8
Scope of Investigation 9
Report of Finding – Love Investigation - November 18, 2024 10 Social media Screen Capture – Council Member Love writing, “Wow, as if (sic) was never there.”
11 Photo Images Provided by 12
Emails Provided by 13
Audio/Video Interview Files 14