Agenda packet — Hawthorne City Council, April 8, 2025 (part 6 of 6)

Fotokite Sigma is an actively tethered unmanned aerial system (UAS) that can be launched during fire responses, search and rescue missions, or traffic jams to provide first responders with a critical aerial overview of the scene. The system’s autonomy and built-in redundancy features allow for simple, safe and reliable operation of the UAS at any emergency scene, even in harsh weather conditions.

Purpose: UAS may be utilized to enhance the department’s mission of protecting lives and property when other means and resources are not available or are less effective. This tool is used to remotely monitor a situation where risks and hazards may be present, and / or it is advantageous for aerial viewing Authorized Uses: Unmanned aerial vehicles have numerous applications, including working with or in place of manned aircraft such as a police helicopter.

Situations for authorized use include monitoring large crowds / gatherings, providing situational awareness, searching for evading suspects hiding in yards / neighborhoods, searching for missing persons / objects, and / or any other scenario where it can mitigate risk and harm to human life. 48 | P a g e
Fiscal Impact: Battery Replacement (depending on frequency of use and charging) and replacement of broken / missing parts.

Policy and Procedure: Lexipol Policy 606 – Unmanned Aerial Systems Operations.

Training: UAS pilots shall be trained and maintain proficiency in their operator / observer abilities. Each pilot shall be certified as an operator in accordance with current FAA requirements and standards. The pilot will stay proficient in the job function by participating in monthly scheduled department training sessions.

During these training sessions the pilot must show proficiency in flight skills, obstacles, and utilizing the UAS in a manner consistent with law enforcement deployments.

Unmanned, Remotely Piloted Powered Ground Vehicle (robot):

Robot #1
Type: Recon Robotics’ Recon Scout XL (aka ThrowBot)
Serial #s 0711L1339 & 1011L2808
Quantity: 2
Cost: N/A – acquired through 10-33 Military Program
Capabilities: The Recon Scout XL is a rugged micro-robot that can traverse varied terrain to provide operators with immediate video and audio reconnaissance in high-risk situations. The robot’s wheels can climb over 4-inch (10.2 cm) obstacles, enabling operators to drive it through landscapes of rocks, grass, sand and debris.

Life Span: Unknown
Manufacturer’s Description: The Recon Scout XL weighs only 1.4 pounds (0.64kg) and can survive throws of 30 feet (9.1 m) and drops of 15 feet (4.6m). The robot moves quietly through indoor and outdoor environments while transmitting real-time video to the operator’s handheld Operator Control Unit II (OCU II). This video can be used to locate subjects, determine if they are armed, confirm the presence of hostages and / or hazards.

The Recon Scout XL is equipped with an infrared optical system that automatically turns on when the ambient light is low, allowing it to be an effective tactical tool during day or night operations. Further, the robot may be specified in multiple predetermined transmitting frequencies, enabling tactical units to simultaneously operate multiple robots in the same environment.

Purpose: Robots may be utilized to enhance the department’s mission of protecting lives and property when other means and resources are not available 49 | P a g e
or are less effective. This tool is used to remotely monitor a situation where risks and hazards may be present, and / or it is advantageous for remote ground viewing Authorized Uses: Robots have numerous applications, including working with or in place of human personnel. Situations for authorized use include providing situational awareness, searching for evading suspects hiding in residences, yards / neighborhoods, searching for missing persons / objects, and / or any other scenario where it can mitigate risk and harm to human life.

Fiscal Impact: Unknown. Potential maintenance costs including battery replacement (depending on frequency of use and charging) and replacement of broken / missing parts.

Policy and Procedure: N/A
Training: The ThrowBots are small, compact, and simple to use. Any police personnel that can navigate the joystick on the remote controller may operate the robot.

Robot #2
Type: iRobot PackBot 510
Serial #s 26021063
Quantity: 1
Cost: N/A – acquired through 10-33 Military Program
Capabilities: The 510 PackBot is a multi-mission tactical mobile robot. It is designed for use by first responders to carry out dangerous missions in high-threat scenarios.

The 510 PackBot can perform surveillance and reconnaissance, chemical, biological, radiological and nuclear (CBRN) detection, building and route clearance, explosive ordinance disposal (EOD), HazMat handling, improvised explosives device (IED) detection, checkpoint, and vehicle and personnel inspections. It can be easily configured based on the operators’ mission needs.

The PackBots are also equipped with a retractable gripper tool that can handle small objects.

Life Span: Unknown
Manufacturer’s Description: PackBots are modular, multi-mission robots. The robot’s digital architecture accommodates a wide range of interchangeable payloads, sensors, and tools that enable a wide range of missions. PackBot is quickly configured based on the needs of the mission and easily adapts to the ever-changing requirements of bomb identification, search and other lifethreatening missions. 50 | P a g e
Purpose: Robots may be utilized to enhance the department’s mission of protecting lives and property when other means and resources are not available or are less effective. This tool is used to remotely monitor a situation where risks and hazards may be present, and / or it is advantageous for remote ground viewing Authorized Uses: Robots have numerous applications, including working with or in place of human personnel. Situations for authorized use include providing situational awareness, searching for evading suspects hiding in residences, yards / neighborhoods, searching for missing persons / objects, and / or any other scenario where it can mitigate risk and harm to human life.

Fiscal Impact: Unknown. Potential maintenance costs including battery replacement (depending on frequency of use and charging) and replacement of broken / missing parts.

Policy and Procedure: N/A
Training: Personnel must show proficiency in the operation of the PackBot prior to deploying it. Training consists of familiarizing oneself with the controls and operating the payloads through repeated practice and use.

Robot #3
Type: Avatar III
Serial # 10002731
Quantity: 1
Cost: 25,000
Capabilities: The AVATAR® III is a multi-mission tactical mobile robot. It is designed for use by first responders to carry out dangerous missions in high-threat scenarios.

The Avatar III robot can perform surveillance and reconnaissance, building and route clearance, HazMat handling, improvised explosives device (IED) detection, checkpoint, and vehicle and personnel inspections. It can be easily configured based on the operators’ mission needs.

Life Span: Unknown
Manufacturer’s Description: The AVATAR® III is a rugged, easy-to-use tactical robot that enhances the capabilities of law enforcement and first-responders by allowing them to safely and quickly inspect dangerous situations. The AVATAR III is completely customizable with plug-n-play payload bays, allowing users to build the robot to fit their needs.

Purpose: Robots may be utilized to enhance the department’s mission of protecting lives and property when other means and resources are not available 51 | P a g e
or are less effective. This tool is used to remotely monitor a situation where risks and hazards may be present, and / or it is advantageous for remote ground viewing Authorized Uses: Robots have numerous applications, including working with or in place of human personnel. Situations for authorized use include providing situational awareness, searching for evading suspects hiding in residences, yards / neighborhoods, searching for missing persons / objects, and / or any other scenario where it can mitigate risk and harm to human life.

Fiscal Impact: Unknown. Potential maintenance costs including battery replacement (depending on frequency of use and charging) and replacement of broken / missing parts.

Policy and Procedure: N/A
Training: Personnel must show proficiency in the operation of the robot prior to deploying it. Training consists of familiarizing oneself with the controls and operating the payloads through repeated practice and use.

Flashbangs:

Type: Low Roll Distraction Device by Defense Technology Model: 8933 Quantity: 30
Cost: $50 each
Lifespan: 5 years from date of manufacture
Capabilities: Diversionary Devices are capable of releasing large amounts of stored energy in the form of heat, light, pressure, and noise. They are intended to temporarily distract, confuse, and disorient subjects. They can also be used as “attention-getting” devices.

Manufacturer’s Description: The Low Roll® Distraction Device® is a reloadable gun steel body with hex design. This newest version of the first reusable nonbursting canisters limits movement and rolling once deployed. The diameter of the hex design body is 2.0 in., 5.0 cm. overall length is 5.0 in., 12.7 cm. The Low Roll bodies’ ergonomic features complement its powerful output of light, sound and twelve top port configuration which results in an even distribution of gases from the opposing ends of the canister. The distinctive shape and capabilities are tools for dynamic entries for police, corrections, and military tactical teams worldwide. The training reload are to be used only when they are screwed into the Distraction Device® body.

Purpose: The flashbangs are used as a distraction device and to provide an added degree of officer safety by disorienting subjects. 52 | P a g e
Authorized uses: Diversionary Devices are to be used exclusively by the SWAT Unit. Diversionary Devices can be used in high-risk tactical operations as an attention getting device. They can also be used during high-risk warrants, hostage rescue incidents, and some mobile field force incidents.

Fiscal Impact: None
Policy and Procedure: N/A
Training: SWAT Officers must successfully complete an 80-hour SWAT Academy and are subject to ongoing extensive classroom and practical application training in the use of the Diversionary Devices. Additionally, SWAT Officers regularly train on safe device deployment in a variety of operational settings.

Flashbang Serial #’s:
1313091 1344826
1344828 1313070
1344839 1313066
1344773 1312924
1313093 1313094
1313069 1313090
1344830 1313067
1344842 1344844
1344847 1313068
1344834 1344835
1344831 1313084
1344829 1344832
1344837 1313078
1313045 1344840
1313046 1344824
Type: Combination Tactical Systems 9 Bang Flashbang - Model: 7290-9 Quantity: 6
Cost: $55 each
Lifespan: 5 years from date of manufacture
Capabilities: Diversionary Devices are capable of releasing large amounts of stored energy in the form of heat, light, pressure, and noise. They are intended to temporarily distract, confuse, and disorient subjects. They can also be used as “attention-getting” devices.
53 | P a g e
Manufacturer’s Description: The patented multi-bangs feature top and bottom non-fragmenting, minimal movement devices that perform with high reliability incorporating CTS Superior fuse components with the patented and US Army adopted Confidence Clip and pin shroud.

Purpose: The flashbangs are used as a distraction device and to provide an added degree of officer safety by disorienting subjects.

Authorized uses: Diversionary Devices are to be used exclusively by the SWAT Unit. Diversionary Devices can be used in high-risk tactical operations as an attention getting device. They can also be used during high-risk warrants, hostage rescue incidents, and some mobile field force incidents.

Flashbang Serial #’s:
0477237 0477238
0477241 0477239
0477236 0477240
Type: Defense Technology Distraction Device 12-Gram Reload Model: 8901 Quantity: 33
Cost: $25 each
Lifespan: 5 years from date of manufacture
Capabilities: Diversionary Devices are capable of releasing large amounts of stored energy in the form of heat, light, pressure, and noise. They are intended to temporarily distract, confuse, and disorient subjects. They can also be used as “attention-getting” devices. The reload reduces cost of single use flashbangs by allowing the reloading of a reusable flashbang body.

Manufacturer’s Description: The Distraction Device® Reload utilizes a standard military-style M201A1 type fuse and produces 175 dB of sound output at 5 feet and 6-8 million candelas for 10 milliseconds. The reload is available with and without a safety clip.
54 | P a g e
Purpose: The flashbangs are used as a distraction device and to provide an added degree of officer safety by disorienting subjects. The reload allows for changing the fuse in a reusable flashbang body.

Flashbang Serial #’s:
1313047 1313048 1313049 1313050
1313051 1313052 1313053 1313054
1313055 1313056 1313057 1313058
1313060 1313061 1313062 1313063
1313064 1313065 1313072 1313073
1313074 1313075 1313076 1313077
1313079 1313080 1313081 1313082
1313083 1313086 1313087 1313088
1313089
Sniper Rifles:

Rifle #1
Type: AR-10 semi-automatic .308 caliber precision rifle, built by Gruning Precision Serial #s PA0006484 & PA0006485
Quantity: 2
Cost: $3,525 per rifle
55 | P a g e
Capabilities: A sniper rifle is a high-precision, long-range rifle. Requirements include accuracy, reliability, mobility, concealment and optics for anti-personnel, anti-material and surveillance uses. The sniper rifle is a portable shoulder-fired weapon system with a choice between bolt-action or semi-automatic action, fitted with a telescopic sight for extreme accuracy and chambered for a high-ballistic performance centerfire cartridge, in our case .308 caliber.

The AR10 platform has a modular design allowing it to be configured into a variety of roles, from a reliable carbine maneuvering through tight corners and confines of urban environments, to a precision tactical rifle capable of extremely accurate shot placement at varying distances.

Life Span: 10,000 rounds or until the rifle consistently shoots outside of the standard MOA (minute of angle).

Manufacturer’s Description: This custom built AR10 rifle is equipped with a stainless-steel barrel in a heavy contour. The barrel has been chambered for the .308 Winchester 168 gr. cartridge, cut to 20" OAL, and machined for the FA762K Surefire Suppressor.

Purpose: Precision rifles may be utilized to enhance the department’s mission of protecting lives and maintaining public safety when other means and resources are not available or are less effective. The sniper rifle is used by the sniper cadre within the Special Weapons and Tactics (SWAT) team
Authorized Uses: Authorized SWAT operators may deploy the sniper rifle in any circumstance where the operator can articulate a reasonable expectation that the rifle may be needed. Examples of some general guidelines for deploying the sniper rifle may include, but are not limited to:

Situations where the operator reasonably anticipates an armed encounter.

Situations that may require accurate and effective fire at long range.

Situations where an operator reasonably expects the need to meet or exceed a suspect's firepower.

Situations where an operator reasonably believes there may be a need to fire on a barricaded person or a person with a hostage.

Situations where an operator reasonably believes a suspect may be wearing body armor.

Situations authorized or requested by a supervisor.

Fiscal Impact: Unknown. Maintenance costs vary depending on frequency of use and replacement of worn, broken, or parts that need to be upgraded. 56 | P a g e
Policy and Procedure: Lexipol Policy 306.3.3 Patrol Rifles, Policy 306.6 Firearms and Training Qualification, Policy 300 Use of force. Policy 404.5 Swat Uniforms and Equipment: Firearms.

Training: Sniper personnel must attend and successfully pass a sniper training course followed by monthly trainings on precision and long range shooting as well as decision making scenarios.

Rifle #2
Type:.308 caliber, bolt-action, precision Tikka T3x rifle, built by Sako Serial # Y34200
Quantity: 1
Cost: $1,300
Capabilities: A sniper rifle is a high-precision, long-range rifle. Requirements include accuracy, reliability, mobility, concealment and optics for anti-personnel, anti-material and surveillance uses. The sniper rifle is a portable shoulder-fired weapon system with a choice between bolt-action or semi-automatic action, fitted with a telescopic sight for extreme accuracy and chambered for a high-ballistic performance centerfire cartridge, in our case .308 caliber.

Life Span: 10,000 rounds or until the rifle consistently shoots outside of the standard MOA (minute of angle).

Situations where the operator reasonably anticipates an armed encounter.

Situations that may require accurate and effective fire at long range.

Situations where an operator reasonably expects the need to meet or exceed a suspect's firepower.

Situations where an operator reasonably believes there may be a need to fire on a barricaded person or a person with a hostage.

Situations where an operator reasonably believes a suspect may be wearing body armor.

Situations authorized or requested by a supervisor.
57 | P a g e
Fiscal Impact: Unknown. Maintenance costs vary depending on frequency of use and replacement of worn, broken, or parts that need to be upgraded.

Policy and Procedure: Lexipol Policy 306.3.3 Patrol Rifles, Policy 306.6 Firearms and Training Qualification, Policy 300 Use of force. Policy 404.5 Swat Uniforms and Equipment: Firearms.

Training: Sniper personnel must attend and successfully pass a sniper training course followed by monthly trainings on precision and long range shooting as well as decision making scenarios.

Policy
706
Hawthorne Police Department
Policy
Copyright Lexipol, LLC 2022/04/06, All Rights Reserved.

Published with permission by Hawthorne Police Department ***DRAFT*** Military Equipment - 1 Military Equipment
706.1 PURPOSE AND SCOPE
The purpose of this policy is to provide guidelines for the approval, acquisition, and reporting requirements of military equipment (Government Code § 7070; Government Code § 7071; Government Code § 7072).
706.1.1 DEFINITIONS
Definitions related to this policy include (Government Code § 7070):

Governing body – The elected or appointed body that oversees the Department.

Military equipment – Includes but is not limited to the following:
• Unmanned, remotely piloted, powered aerial or ground vehicles. • Mine-resistant ambush-protected (MRAP) vehicles or armored personnel carriers. • High mobility multipurpose wheeled vehicles (HMMWV), two-and-one-half-ton trucks, five-ton trucks, or wheeled vehicles that have a breaching or entry apparatus attached. • Tracked armored vehicles that provide ballistic protection to their occupants. • Command and control vehicles that are either built or modified to facilitate the operational control and direction of public safety units. • Weaponized aircraft, vessels, or vehicles of any kind. • Battering rams, slugs, and breaching apparatuses that are explosive in nature. This does not include a handheld, one-person ram.
• Firearms and ammunition of_.50 caliber or greater, excluding standard-issue shotguns and standard-issue shotgun ammunition.
• Specialized firearms and ammunition of less than_.50 caliber, including firearms and accessories identified as assault weapons in Penal Code § 30510 and Penal Code § 30515, with the exception of standard-issue handguns.
• Any firearm or firearm accessory that is designed to launch explosive projectiles. • Noise-flash diversionary devices and explosive breaching tools. • Munitions containing tear gas or OC, excluding standard, service-issued handheld pepper spray.
• TASER® Shockwave, microwave weapons, water cannons, and long-range acoustic devices (LRADs).
• Kinetic energy weapons and munitions.
• Any other equipment as determined by a governing body or a state agency to require additional oversight.

Hawthorne Police Department
Policy
Military Equipment
Copyright Lexipol, LLC 2022/04/06, All Rights Reserved.

Published with permission by Hawthorne Police Department ***DRAFT*** Military Equipment - 2 706.2 POLICY
It is the policy of the Hawthorne Police Department that members of this department comply with the provisions of Government Code § 7071 with respect to military equipment. 706.3 MILITARY EQUIPMENT COORDINATOR
The Chief of Police should designate a member of this department to act as the military equipment coordinator. The responsibilities of the military equipment coordinator include but are not limited to:
(a) Acting as liaison to the governing body for matters related to the requirements of this policy.
(b) Identifying department equipment that qualifies as military equipment in the current possession of the Department, or the equipment the Department intends to acquire that requires approval by the governing body.
(c) Conducting an inventory of all military equipment at least annually. (d) Collaborating with any allied agency that may use military equipment within the jurisdiction of Hawthorne Police Department (Government Code § 7071). (e) Preparing for, scheduling, and coordinating the annual community engagement meeting to include:

1. Publicizing the details of the meeting.

2. Preparing for public questions regarding the department’s funding, acquisition, and use of equipment.
(f) Preparing the annual military equipment report for submission to the Chief of Police and ensuring that the report is made available on the department website (Government Code § 7072).
(g) Establishing the procedure for a person to register a complaint or concern, or how that person may submit a question about the use of a type of military equipment, and how the Department will respond in a timely manner.
706.4 MILITARY EQUIPMENT INVENTORY
The following constitutes a list of qualifying equipment for the Department:

See attachments; 706.4 Military Equipment Inventory.pdf [Insert attachment here]
706.5 APPROVAL
The Chief of Police or the authorized designee shall obtain approval from the governing body by way of an ordinance adopting the military equipment policy. As part of the approval process, the Chief of Police or the authorized designee shall ensure the proposed military equipment policy is submitted to the governing body and is available on the department website at least 30 days prior to any public hearing concerning the military equipment at issue (Government Code § 7071). The Hawthorne Police Department
Policy
Military Equipment
Copyright Lexipol, LLC 2022/04/06, All Rights Reserved.

Published with permission by Hawthorne Police Department ***DRAFT*** Military Equipment - 3 military equipment policy must be approved by the governing body prior to engaging in any of the following (Government Code § 7071):
(a) Requesting military equipment made available pursuant to 10 USC § 2576a. (b) Seeking funds for military equipment, including but not limited to applying for a grant, soliciting or accepting private, local, state, or federal funds, in-kind donations, or other donations or transfers.
(c) Acquiring military equipment either permanently or temporarily, including by borrowing or leasing.
(d) Collaborating with another law enforcement agency in the deployment or other use of military equipment within the jurisdiction of this department. (e) Using any new or existing military equipment for a purpose, in a manner, or by a person not previously approved by the governing body.
(f) Soliciting or responding to a proposal for, or entering into an agreement with, any other person or entity to seek funds for, apply to receive, acquire, use, or collaborate in the use of military equipment.
(g) Acquiring military equipment through any means not provided above. 706.6 COORDINATION WITH OTHER JURISDICTIONS
Military equipment should not be used by any other law enforcement agency or member in this jurisdiction unless the military equipment is approved for use in accordance with this policy. 706.7 ANNUAL REPORT
Upon approval of a military equipment policy, the Chief of Police or the authorized designee should submit a military equipment report to the governing body for each type of military equipment approved within one year of approval, and annually thereafter for as long as the military equipment is available for use (Government Code § 7072).

The Chief of Police or the authorized designee should also make each annual military equipment report publicly available on the department website for as long as the military equipment is available for use. The report shall include all information required by Government Code § 7072 for the preceding calendar year for each type of military equipment in department inventory. 706.8 COMMUNITY ENGAGEMENT
Within 30 days of submitting and publicly releasing the annual report, the Department shall hold at least one well-publicized and conveniently located community engagement meeting, at which the Department should discuss the report and respond to public questions regarding the funding, acquisition, or use of military equipment.

AGENDA ITEM NO. 16.

CITY OF HAWTHORNE
City Council

AGENDA BILL
For the meeting of 04/08/2025
Originating Department: Police Department
City Manager: Department Head:

SUBJECT:

Agreement between the Hawthorne Police Department and Wrap Technologies for a five (5) year contract for the purchase of BolaWrap devices in the amount of $122,631.00 Approval of Blanket Purchase Order, not to exceed $122,631.00 to Wrap Technologies for purchase of BolaWrap contract services.

RECOMMENDED MOTION:

Staff recommends that the City Council approve the agreement with Wrap Technologies purchase of BolaWrap in the amount of $122,631.00 and authorize Captain Eric Lane to execute the agreement.

DISCUSSION:

The Hawthorne Police Department is seeking approval for the purchase and acquisition of BolaWrap devices from Wrap Technologies to enhance officer safety and improve de-escalation tactics in the management of non-compliant individuals. The BolaWrap is a handheld remote restraint device designed to assist officers in safely and effectively managing individuals during law enforcement encounters.

The acquisition of BolaWrap devices aligns with the department's commitment to using minimal force while ensuring public and officer safety. BolaWrap provides officers with a safer and more controlled method to address passive resistance, allowing for de-escalation without pain or injury. By reducing the need for higher levels of force, the device minimizes the risk of injuries to both officers and individuals involved in law enforcement interactions.

Additionally, the use of BolaWrap helps mitigate legal and operational risks by offering a non-lethal option that aligns with de-escalation policies. Its implementation is expected to reduce use-of-force incidents, thereby lowering the potential for litigation and claims against the department. Supporting officer effectiveness, BolaWrap enhances performance by providing a tactical advantage in situations requiring de-escalation. It improves overall officer confidence and effectiveness in managing complex encounters while maintaining public trust and safety.

ECONOMIC DEVELOPMENT STRATEGIC PLAN:

None
FISCAL IMPACT:
$122,631.00 over five (5) years to be paid from Asset Forfeiture or the General Fund, depending on the evolving regulations on Asset Forfeiture Spending.

NOTICING PROCEDURE:
72 hours posted notice pursuant to the Ralph M. Brown Act

ATTACHMENTS
Wrap Technologies Agreement

AGENDA ITEM NO. 17.

CITY OF HAWTHORNE
City Council

AGENDA BILL
For the meeting of 04/08/2025
Originating Department: Information Technology
City Manager: Department Head:

SUBJECT:

American Dark Fiber City Owned Conduit Use Agreement
RECOMMENDED MOTION:

Staff recommends that the City Council approve and authorize the City Manager to execute the agreement and make any minor amendments thereto.

DISCUSSION:

The City of Hawthorne is granting American Dark Fiber, LLC (ADF) a license to use city-owned underground conduits and temporary utility poles to install and maintain fiber optic cables. This agreement supports fiber infrastructure that provides backup internet services to both the City and the South Bay Regional Public Communications Authority (RCC).

Due to the upcoming construction of the existing City Hall parking lot, ADF will temporarily reroute fiber lines using city poles and conduits until permanent infrastructure is completed. ADF will bear all costs associated with installation, maintenance, repairs, and eventual reinstallation of the cables once construction is finished.

As compensation for using the City's conduit and pole infrastructure, ADF will pay rent to the City at a rate of $0.42 per linear foot of fiber. This rate is consistent with similar agreements, including the City of Torrance's contract, and reflects the typical market rate paid by telecommunications providers for access to public conduit space. The rate is subject to annual adjustment based on market trends.

The initial term of the agreement is three years, with automatic three-year renewals unless either party provides a 30-day notice of termination.

ADF must secure all necessary permits and approvals before beginning any work, and must maintain appropriate insurance coverage including liability, auto, and workers' compensation. The fiber installations must not interfere with existing city communication systems. In the event of termination, ADF must remove its fiber infrastructure from city property. Furthermore, if ADF or any of its subsidiaries intends to use the licensed fiber infrastructure to serve any entities beyond the City of Hawthorne and the RCC, they must first obtain approval from the City.

ECONOMIC DEVELOPMENT STRATEGIC PLAN:

Not applicable.

FISCAL IMPACT:

Payment of approximately $500.00 per year to the city.

NOTICING PROCEDURE:
72 hours posted notice pursuant to the Ralph M. Brown Act

ATTACHMENTS
ADF Agreement

AGREEMENT FOR LICENSE OF SHARED DUCT AND INSTALLATION OF FIBER CABLE

BETWEEN CITY OF HAWTHORNE AND AMERICAN DARK FIBER, LLC
THIS AGREEMENT FOR LICENSE OF SHARED DUCT AND INSTALLATION OF FIBER CABLE (“Agreement”) and other Fiber-Optic Cable Placement activities dated as of ____________________, 2025 (“Effective Date”), is made by and between the City of Hawthorne, a municipal corporation (“Licensor” or “City”), and American Dark Fiber, LLC, a Delaware limited liability company (“Licensee”). Licensor and Licensee are sometimes, hereinafter, individually referred to as “Party” and collectively referred to as the “Parties.”

RECITALS
WHEREAS, in June of 2019, Licensee, a telecommunications services provider, was selected and awarded a contract by the South Bay Cities Council of Governments (“SBCCOG”) to undertake the planning, permitting, construction, and servicing of the South Bay Fiber Network project, to build, own, and operate a high-speed fiber network for South Bay municipal facilities, with future opportunities to connect area anchor institutions, businesses, and potentially residents as well; and WHEREAS, as part of the project the City owned and/or controlled the rights to property and conduit in and along City property and Rights of Way upon which the Licensee has used and plans to use for future fiber-optic connectivity. The areas of the current system are generally described herein and attached as an Exhibit A (“Existing Fiber Route”). The current footage of the existing fiber cable placed by the Licensee is approximately 847’. The route currently interconnects the SBFN Fiber Network to City properties, inclusive of the building-serving lateral conduits at the Hawthorne PD and the Hawthorne RCC Building. The Existing Fiber Route is situated primarily underground within public rights of way and other real property owned or controlled by the Licensor (the “Land”) which Licensor is authorized to grant and execute a license for its continued use of the space the Licensee will occupy; and WHEREAS, after Licensor installed the Existing City Conduit, Licensor had allowed the Licensee to occupy the existing routes as shown in Exhibit A; and WHEREAS, the Licensor has undertaken redevelopment work on its property(s) that require the Licensee to temporarily reroute its fiber to maintain the active nature of the circuits that traverse the Existing Fiber Route. The Licensee shall migrate from the existing conduits it currently occupies to new temporary facilities (e.g., city poles and/or conduit) as part of this License agreement. Once the permanent facilities are available, the Licensee shall relocate its fiber-optic-related network components from the temporary path to suitable conduits that are part of the anticipated, yet to be constructed permanent path(s) The new route is planned to be a temporary solution (“Temporary Fiber Route”) until such a time as the redevelopment work is completed and is shown and referenced herein as Exhibit B. The Temporary Fiber Route will include in part, some of the existing fiber routed through Hawthorne PD and extending over to the RCC building. The new segments to be deployed under this temporary condition incorporate the use of attaching aerial fiber to poles that exist on the Licensor’s land. The Licensee will pay the costs of installing its fiber along this new Temporary Fiber Route in the manner shown in Exhibit B, which may include installing a splice case in a city vault that sits in or near the City Hall parking lot. The Licensee has agreed to install any new conduit, vaults, or cables in accordance with the City’s Public Works Standards at its expense for the sake of maintaining the existing and active circuits in Hawthorne as delivered by the SBFN network; and

WHEREAS, the Existing City Conduit is or will be used, is approximately two inches (2) inches in diameter; and
WHEREAS, Licensee is interested in licensing from Licensor, and Licensor is interested in licensing to Licensee, approximately a one inch (1”) diameter portion of City conduit the purpose of installing fiber optics cables within the Fiber Use Area and on the City’s poles (for the Temporary Fiber Route), as part of its efforts to maintain existing fiber-based circuits that terminate in City owned or controlled locations, and to create new fiber-based connections in Hawthorne as the need may arise. Licensee anticipates deploying a single-mode fiber optic cable of no greater than one inch in outside diameter in any conduit or attached to any temporary or permanent poles conducive of supporting a fiber optic cable; and WHEREAS, while the Parties intend for Licensee to license the entirety of the Fiber Use Area as of the Effective Date, Licensee will take immediate possession only of the portion of the Fiber Use Area depicted in Exhibit “A” attached hereto and incorporated herein by this reference. The Licensee will then develop a Temporary Fiber Route as shown in Exhibit B that is required to maintain the continuity of circuits that are currently active in City properties (Hawthorne PD and the RCC). Upon approval of the City, the Licensee will then deploy the Temporary Use Route at its cost and will take possession of the remainder of the Fiber Use Area, which collectively includes segments from the Existing Fiber Route and the Temporary Fiber Route and, which is approximately 861’ in length as illustrated in Exhibit “B”; and WHEREAS, once the City completes its redevelopment work in or near the License Area, to the extent the City has a path available, the Licensee will extend a fiber connecting into City Hall to the anticipated demarcation point in the basement level of the building. This new path will become part of the Permanent Fiber Route that includes building connections to City Hall, Hawthorne PD, and the RCC as shown in Exhibit C herein.

WHEREAS, when all the Licensee work is completed, which includes activities related to the Existing Fiber Route, Temporary Fiber Route, and Permanent Fiber Route (singly or collectively, the “Fiber Use Area(s)”, the Licensee will remove any temporary cables and reinstall the cables into the new City provided conduits that will allow the necessary continuity for the Licensee.

WHEREFORE, in consideration of the covenants and agreements contained herein, and incorporating the recitals and all exhibits hereto, the Parties, intending to be legally bound, agree as follows:

1. Grant of License. Subject to the Licensee obtaining approval from the Licensor before utilizing city-own conduit for Licensee’s fiber-optic use, the Licensor hereby licenses to Licensee the Fiber Use Area for Licensee’s proposed use described in Section 2 and as generally shown in the maps in Exhibits A, B, and C attached herein. Licensee will take immediate possession of the Existing Fiber Route areas, and will take possession of the Temporary Fiber Route area after installing the missing pathways needed to complete the circuits.

2. Permitted Uses. The Fiber Use Area may be used by Licensee for the purpose of installing fiber optics cables (“Licensee’s Facilities”) within the Fiber Use Area, as part of its efforts to expand a fiber communication system into or through the City and throughout the South Bay. Subject to City approvals, Licensee anticipates it will complete its fiber communication installation contemplated under this Agreement for the Temporary Fiber Route before June 30, 2025. Further, Licensee may perform construction, maintenance, repairs, and replacement of Licensee’s Facilities as necessary and appropriate for its ongoing

business and has the right to do all work necessary to prepare, modify and maintain the Fiber Use Area to accommodate Licensee’s Facilities and as required for Licensee’s operations within the Fiber Use Areas. All the activities shall be subject to the Licensor’s prior approval to be given by Licensor in its regulatory capacity, and/or Licensor’s permit process, which approval shall not be unreasonably conditioned, withheld or delayed.

3. Conditions Precedent: Prior Approvals. This Agreement is conditioned upon Licensee obtaining all governmental licenses, permits and approvals enabling Licensee to construct and operate Licensee’s Facilities within the Fiber Use Area. Licensor agrees to cooperate with Licensee’s reasonable requests for Licensor’s signatures on permit applications, for allowing site inspections by governmental agencies required in connection with reviewing permit applications, and to cooperate in obtaining such necessary approvals, provided that such cooperation shall be at no expense to Licensor.

4. Term. The term of this Agreement shall be three (3) years (“Initial Term”) commencing on the Effective Date, with ongoing automatic renewal terms of three (3) years each (each a “Renewal Term”) unless Licensor or Licensee notifies the other in writing of its intention not to extend the Agreement at least thirty (30) days prior to the expiration of the Initial Term or any Renewal Term. The terms and conditions for each Renewal Term shall be pursuant to the same terms and conditions operable during the Initial Term, except that the rent shall be increased as set forth herein below. Notwithstanding anything else to the contrary, this Agreement shall expire when Licensee is no longer able to use Licensee’s Facilities for their intended purpose (due to natural deterioration or otherwise).

5. Rent.
(a) Payment. Licensee shall pay Licensor, as rent, the sum of 0.42 cents per linear foot of the Fiber Use Area licensed to Licensee; provided, however, that Licensee will only pay rent for the Fiber Use Area portions over which Licensee takes possession or is permitted to take possession under this Agreement. Therefore, Licensee will initially pay rent for the area shown in Exhibit B as of the Effective Date. Upon the redevelopment being completed and the Licensee finalizing all the fiber placement and service activations on City property, it will recalculate and notify the City of the total footage of space used to house its fiber and will commence paying annual rent for the occupancy of the fiber placed along the Permanent Fiber Route area. The annual rent for the Temporary Fiber Route Area is approximately $361.62 per annum (for the use of 861’ of fiber placement). Rent for the Permanent Fiber Route will be calculated upon completion of the route into City Hall. Given the additional footage that will be greater than that of the Temporary Fiber Route, the expected annual rent of the Permanent Fiber Route will be somewhat higher than the rent for the Temporary Fiber Route. Rent will be calculated at 0.42 cents per linear foot (which is pegged to the local AT&T annual tariff rates for leasing underground conduits to CLEC’s. Rent shall be payable to the “City of Hawthorne” mailed to the attention of the “City Treasurer” to the address indicated in this Agreement.
(b) Escalation. On each anniversary of the date rent is first paid with respect to the Permanent Fiber Route, the respective rent amounts shall be adjusted and calculated as follows: Licensee anticipates potential market rate adjustments that could increase its per foot use rate. Accordingly, the rent shall be the higher of either (i) the rent for the 12-month period immediately preceding the period in which the escalator is to take effect plus two percent (2%) or (ii) the federally mandated access rates of the incumbent local exchange carrier (“ILEC”) duct as published through publicly available ILEC tariff filings.

7. Licensee’s Tests and Construction, Maintenance and Repairs.

(a) Tests and Construction. Licensee shall have the right at any time following the full execution of this Agreement and obtaining all permits and regulatory approvals to enter upon the Land for the purpose of making appropriate engineering and boundary surveys, inspections, and other reasonably necessary tests in connection with construction of Licensee’s Facilities. During construction, Licensee shall be responsible for the overall condition of the City Conduit used and shall be liable for all damage to it including for any direct and indirect damages caused by the existence of its cable or Licensee personnel working on its cable. Licensee shall be liable for any and all damage to the Land, City Conduit or other conduits that may be later installed by Licensor, and any existing City’s Fiber Cable caused by any preconstruction or construction activities of the Licensee. Said liability provision shall survive the expiration or sooner termination of this Agreement. During construction and while performing maintenance or repairs, Licensee and its contractors shall follow all Licensor’s construction requirements. Before the start of construction, Licensee and its contractors, if any, will submit for any Licensor’s permits required. Upon the completion of construction Licensee shall submit to Licensor a complete set of as-built drawings in electronic format detailing the precise placement of Licensee’s Facilities and conduit segments along the licensed paths of the City utilized by the Licensee. Licensee shall also file with the Southern California Underground Service Alert (“USA”) the placement of all Licensee’s Facilities and City’s Fiber Cable so that all installed cables are monitored in a manner that meets industry-accepted standards. Licensee shall be responsible for maintenance and repairs not caused by others along the City path(s) while the Licensee occupies space in city-owned conduit with its fiber-optic cable. (b) Schedule and Notice. Licensee will notify Licensor and obtain prior approval of any proposed tests, measurements or construction work and will coordinate the scheduling of such activities with Licensor. Licensor shall submit to Licensor an accurate construction schedule for work, construction or pre-construction. In the event that Licensee seeks to deviate from said schedule, Licensee shall notify City at least forty-eight (48) hours in advance and coordinate activities with Licensor’s staff if necessary. (c) Cost. All of Licensee’s construction work in connection with installation of Licensee’s Facilities and City’s Fiber Cable shall be performed at Licensee’s sole cost and expense. Licensee shall also reimburse Licensor for the reasonable cost associated with any necessary Licensor’s construction inspections; Licensee shall reimburse Licensor for all reasonable costs, including overtime wages, related to staff and similar resources expended by Licensor to facilitate Licensee’s construction or pre-construction activities.
(d) Planned Maintenance and Repairs. Licensee shall be responsible for the maintenance and repair of Licensee’s facilities along the Temporary and Permanent Fiber Routes. And will keep any of the construction or use areas in a neat and safe condition in compliance with all applicable codes and governmental regulations. Access to the City Conduit shall be granted to Licensee for the planned repair and planned maintenance of Licensee’s Facilities. Licensee will notify City 72 hours in advance and must pull the necessary encroachment permits to work within City right-of-way, unless otherwise determined to be an emergency repair whereby Section 7.e below will address. In the event that Licensee’s Facilities fall into disrepair, Licensee shall repair or take other required actions within thirty (30) days of written notice from Licensor. Other than the repairs required herein, Licensee shall not be required to make any repairs except for damages to the Land, City Conduit, City Vaults, or other conduits that may be later installed by Licensor, and City’s Fiber Cable caused by Licensee, its employees, agents, contractors, or subcontractors.

Upon the expiration, cancellation or termination of this Agreement, Licensee shall surrender the Fiber Use Area in good condition, less ordinary wear and tear, and remove Licensee’s Facilities pursuant to a duly issued encroachment permit issued by City unless Licensor otherwise agrees in writing.

(e) Emergency Repairs and Restoration. Notwithstanding the notice requirement described in Section 7(d), Licensee shall be permitted to pursue remedies to repair and restore a system outage that impacts the functionality of any cable deployed within the City conduit and vaults. Licensee shall provide best efforts to notify Licensor in advance of making the repairs necessitated by a system-impacting event along the conduit path utilized that requires immediate resolution. However, if advanced notice is not practicable, then Licensee shall notify Licensor as soon as possible after addressing the emergency. Any necessary permits may be issued after the emergency has been addressed. Additionally, in the event repairs or restoration is needed to both Licensor and Licensee cables, Licensee shall repair Licensor’s cables at the direction of Licensor’s authorized Contract Officer (as defined in Section 20), at Licensor’s cost. (f) Relocation. Should local, State, Federal or private projects require the relocation of the City Conduit or Licensee’s Facilities, Licensee shall be responsible for the relocation of Licensee’s Facilities at no cost to Licensor.
(g) Acceptance. Licensor may inspect and accept or reject any of Licensee’s work under this Agreement, either during performance or when completed. Licensor shall reject or finally accept Licensee’s work within forty-five (45) days after submitted to Licensor. Licensor shall accept work by a timely written acceptance, otherwise work shall be deemed to have been rejected. Licensor’s acceptance shall be conclusive as to such work except with respect to latent defects, fraud and such gross mistakes as to amount to fraud. Acceptance of any work by Licensor shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, those pertaining to indemnification and insurance.

8. Interference with Communications. Licensee’s Facilities and operations shall not interfere with the communications configurations, frequencies or operating equipment which exist on or within the Land, including the Fiber Use Area, on the Effective Date of this Agreement (“Pre-Existing Facilities”), and Licensee’s Facilities and operations shall comply with all non-interference rules of the Federal Communications Commission (“FCC”). Upon written notice from Licensor of apparent interference by Licensee with Pre-Existing Facilities, Licensee shall have the responsibility to promptly terminate such interference or demonstrate to Licensor with competent information that the apparent interference in fact is not caused by Licensee’s Facilities or operations. Licensor shall not, nor shall Licensor permit any other tenant or occupant of any portion of the Land, including the City Conduit, to engage in any activities or operations which interfere with the communications operations of Licensee described in Section 2, above.

Upon written notice from Licensee of apparent interference by Licensor or its agents with Licensee’s Facilities, Licensor shall have the responsibility to promptly notify the offending party and request termination of such interference or demonstrate to Licensee with competent information that the apparent interference in fact is not caused by Licensor’s or its agents’ facilities or operations. In the event any such interference does not cease promptly, the Parties acknowledge that continuing interference will cause irreparable injury, and therefore shall have the right to bring a court action to enjoin such interference or to terminate this Agreement upon notice.

9. Taxes. Licensee shall pay when due personal property taxes assessed against Licensee’s Facilities and Fiber Use Area.

10. Default; Termination. This Agreement may be terminated without further liability on thirty (30) days prior written notice as follows: (i) by either Party upon a default of any covenant or term hereof by the other Party which default is not cured within sixty (60) days of receipt of written notice of default, provided that the grace period for any monetary default is ten (10) days from receipt of notice; or (ii) by Licensee if it does not obtain or maintain any license, permit or other approval necessary for the

construction and operation of Licensee’s Facilities; or (iii) at any time during the third (3rd) or fourth (4th) Renewal Terms, Licensor may terminate this Agreement for any reason or no reason upon providing Licensee no less than twelve (12) months prior written notice. Examples of defaults include but are not limited to, Licensee’s insolvency or bankruptcy, Licensee’s failure to maintain Licensee’s Facilities or cause USA to monitor Licensee’s Facilities, Licensee’s failure to properly construct Licensee’s Facilities in accordance with plans submitted to Licensor and failure to adequately complete construction of Licensee’s Facilities. Licensee must remove Licensee’s Facilities from the Fiber Use Area within thirty (30) days of the expiration or earlier termination of this Agreement. Failing this, Licensor may remove and store Licensee’s Facilities at Licensee’s sole cost and expense. If Licensee does not claim Licensee’s Facilities within thirty (30) days of the expiration or earlier termination of this Agreement, Licensee’s Facilities will be deemed abandoned and Licensor can thereafter dispose of Licensee’s Facilities as it sees fit at Licensee’s sole cost and expense.

Notwithstanding the foregoing, if a non-monetary default cannot be cured within a sixty (60) day period, the defaulting Party shall not be in default as long as it does each of the following:
(i) Notifies the non-defaulting Party in writing with a reasonable explanation as to the reasons the asserted default is not curable within the sixty (60) day period, including for any force majeure event;
(ii) Notifies the non-defaulting Party of the defaulting Party’s proposed course of action to cure the default;
(iii) Promptly commences to cure the default within the sixty (60) day period; (iv) Makes periodic reports to the non-defaulting Party as to the progress of the program of cure; and
(v) Diligently prosecutes such cure to completion.

11. Condemnation. If a condemning authority takes all of Licensor’s interest in the Land, or a portion which in Licensee’s reasonable opinion is sufficient to render the Fiber Use Area unsuitable for Licensee’s ongoing operation as contemplated in Section 2, then this Agreement shall terminate without further liability of Licensee as of the date when possession is delivered to the condemning authority. In any condemnation proceeding each Party shall be entitled to make a claim against the condemning authority for just compensation recoverable under applicable condemnation law.

12. Insurance.
(a) Coverages. Licensee shall provide and maintain and agrees to require all contractors and subcontractors to provide and maintain the following insurance coverages at the expense of Licensee and its contractors and subcontractors for the term of this Agreement.

LIMITS
Coverage Per Occurrence Aggregate
General Liability $2,000,000 $5,000,000
Fire Legal $300,000 Minimum Limits

Medical Expense $10,000 Minimum Limits
Commercial Automobile Liability $5,000,000 None
Combined Single Limit per Accident $5,000,000
for bodily injury and property damage
Workers Compensation Statutory Limits
Employer’s Liability
each accident/employee $1,000,000
bodily injury by disease $1,000,000
Professional Liability $5,000,000 $5,000,000
(b) Additional Coverages; Certificates of Insurance and Endorsements. All of the above policies of insurance shall be primary insurance and shall name Licensor, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by Licensor or its officers, employees or agents may apply in excess of, and not contribute with Licensee’s or its contractor’s or subcontractor’s insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against Licensor, its officers, employees and agents and their respective insurers.

The insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention. All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to Licensor. In the event any of said policies of insurance are cancelled, Licensee shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 12 to Licensor. No work under this Agreement shall commence until Licensee has provided Licensor with Certificates of Insurance and original endorsements evidencing the above insurance coverages and said Certificates of Insurance and original endorsements have been approved by Licensor. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. Licensor reserves the right to inspect complete, certified copies of and endorsements to all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to Licensor. (c) Ratings. The insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A” or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Licensor’s Risk Manager or other designee of Licensor due to unique circumstances.

13. Assignments, Transfers or Sublicenses. After written notice to Licensee, Licensor may assign or transfer this Agreement to any person or entity without any requirement for prior approval by Licensee, provided that such assignee or transferee agrees in writing to fulfill the duties and obligations of Licensor in this Agreement, including the obligation with respect to Licensee’s rights to nondisturbance and quiet enjoyment of the Fiber Use Area during the Initial Term and any Renewal Term hereof. After written notice to Licensor, Licensee may assign or transfer this Agreement without prior approval by Licensor to any entity in which Licensee holds a majority ownership interest, or to a person or entity acquiring by purchase, merger or operation of law a majority of the value of the assets of Licensee. Licensee shall not assign, transfer or sublicense this Agreement or all or a portion of the Fiber Use Area or Licensee’s Facilities to any other person or entity without the prior written approval of Licensor, which approval will

not be unreasonably withheld. Any assignment of this Agreement by Licensee shall require any assignee to expressly assume Licensee’s obligations under this Agreement pursuant to an Assignment and Assumption Agreement, approved in a form acceptable to the City Attorney and City Manager. Notwithstanding anything to the contrary contained in this Agreement, Licensee may assign, mortgage, pledge, hypothecate or otherwise transfer without consent its interest in this Agreement to any financing entity, or agent on behalf of any financing entity to whom Licensee (i) has obligations for borrowed money or in respect of guaranties thereof, (ii) has obligations evidenced by loans, bonds, debentures, notes or similar instruments, or (iii) has obligations under or with respect to letters of credit, bankers acceptances and similar facilities or in respect of guaranties thereof.

14. Nondisturbance and Quiet Enjoyment; Subordination; Estoppel Certificates. (a) Quiet Enjoyment. So long as Licensee or Licensor is not in default under this Agreement, Licensee shall be entitled to quiet enjoyment of the Fiber Use Area during the Initial Term or any Renewal Term, and Licensee shall not be disturbed in its occupancy and use of the Fiber Use Area. (b) Subordination. This Agreement shall be subordinate to each and every deed of trust, mortgage or other security instrument which may now or hereafter affect the Land and to any renewals, extensions, supplements, amendments, modifications or replacements thereof. In confirmation of such subordination, Licensee shall execute and deliver promptly any certificate of subordination that Licensor may reasonably request, provided that such certificate acknowledges that this Agreement remains in full force and effect, recognizes Licensee’s right to nondisturbance and quiet enjoyment of the Fiber Use Area so long as Licensee is not in default under this Agreement, only contains true and accurate statements and Licensee’s liability shall be capped at the remaining rent under this Agreement. If any mortgagee or lender succeeds to Licensor’s interest in the Land through a foreclosure proceeding or by a deed in lieu of foreclosure, Licensee shall attorn to and recognize such successor as Licensor under this Agreement. (c) Estoppel Certificates. At any time upon not less than ten (10) days’ prior written notice by Licensor, Licensee shall execute, acknowledge and deliver to Licensor or any other party specified by Licensor a statement in writing certifying that this Agreement is in full force and effect, if true, and the status of any continuing defaults under this Agreement.

15. Indemnification.
(a) Indemnity. Licensee hereby agrees to indemnify and hold Licensor and Licensor’s officers, directors, partners, shareholders, employees, agents, contractors or subcontractors harmless from and against any and all losses, claims, liabilities, damages, costs and expenses (including reasonable attorney’s fees and costs) and injuries (including personal injuries or death) arising from or in connection with Licensee’s construction, use, operation, maintenance or repair of Licensee’s Facilities within the Fiber Use Area or access over the Fiber Use Area, due diligence activities, pre-construction activities, except those resulting from the negligence or willful misconduct of Licensor or Licensor’s officers, directors, partners, shareholders, employees, agents, contractors or subcontractors. (b) Survival. The indemnity provision of this section shall survive the termination, cancellation or expiration of this Agreement.

(c) Limitation of Liability. In the event Licensor, its employees, agents, contractors or subcontractors, should damage Licensee’s Facilities in the process of pulling cables, whether based on a theory or contract or tort, including negligence and strict liability, Licensor’s liability shall be limited to Licensee’s actual direct damages, not to exceed the amount of rent paid during the twelve (12) months preceding the date of damage.

16. Hazardous Materials. Licensee agrees that it will not use, generate, store or dispose of any Hazardous Material on, under, about or within the Fiber Use Area or within the real property in which the Fiber Use Area is located. Licensor represents, warrants and agrees (1) that neither Licensor nor, to Licensor's knowledge, any third party has used, generated, stored or disposed of, or permitted the use, generation, storage or disposal of, any Hazardous Material (defined below) on, under, about or within the Fiber Use Area, and (2) that Licensor will not, and will not permit any third party to use, generate, store or dispose of any Hazardous Material on, under, about or within the Fiber Use Area. Licensor and Licensee each agree to defend, indemnify and hold harmless the other and the other's partners, affiliates, agents and employees against any and all losses, liabilities, claims and/or costs (including reasonable attorneys’ fees and costs) arising from any breach of any representation, warranty or agreement contained in this paragraph.

As used in this paragraph, "Hazardous Material" shall mean any petroleum, petroleum product, asbestos, or any substance known by the state in which the Fiber Use Area is located to cause cancer and/or reproductive toxicity, and/or any substance, chemical or waste that is identified as hazardous, toxic or dangerous in any applicable federal, state or local law or regulation.

17. Notices and Deliveries. Any notice or demand required to be given herein shall be made by certified or registered mail, return receipt requested, or reliable overnight delivery service to the address of the respective Parties set forth below:

Licensor: City of Hawthorne
[INSERT ADDRESS]
Attn: [Director of Public Works]
Telephone:

Licensee: American Dark Fiber, LLC 11110 Ohio Avenue, Suite #111
Los Angeles, CA 90025
Attn: David Daigle
Telephone: (310) 312-1818
Email: [email protected]

Licensor or Licensee may from time to time designate any other address for notices or deliveries by written notice to the other party.

18. Independent Contractor. Licensee, and all of Licensee’s contractors and subcontractors, shall have no power or authority to incur any debt, obligation or liability on behalf of Licensor. It is expressly understood between the Parties that no employee/employer relationship is intended, and that Licensee is an independent contractor.

19. Possessory Interest Taxes. Pursuant to Section 107.6 of the Revenue and Taxation Code, Licensee is advised that the property interest vested in Licensee by virtue of this Agreement may be subject to payment of possessory interest taxes levied on such interest.

20. Contract Officer. The Contract Officer shall be the City’s Director of Public Works, or such other person as may be designated by the City Manager. It shall be Licensee’s responsibility to assure that the Contract Officer is kept informed of all relevant issues and Licensee shall refer any decisions which must be made by Licensor to the Contract Officer. Unless otherwise specified herein, any approval of Licensor required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of Licensor required hereunder to carry out the terms of this Agreement.

21. Miscellaneous.
(a) Non-Discrimination and Equal Employment Opportunity. In the performance of this Agreement, Licensee shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, religion, ancestry, sex, national origin, physical or mental disability or age. Licensee will take affirmative action to ensure that contractors, subcontractors and applicants are employed, and that employees are treated during employment without regard to their race, color, religion, ancestry, sex, national origin, physical or mental disability or age. Affirmative action relating to employment shall include, but not be limited to the following: employment, upgrading, demotion or transfer; recruitment; layoff or termination; rates of pay or other forms of compensation; and selection for training including apprenticeship.  The provisions detailed above shall be included in all solicitations or advertisements placed by or on behalf of Licensee for personnel to perform any services under this Agreement. Licensor shall have access to all documents, data and records of Licensee and its contractors and subcontractors for purposes of determining compliance with the equal employment opportunity and non-discrimination provisions of this Section.
(b) Severability. If any provision of the Agreement is held to be invalid or unenforceable by a court of competent jurisdiction with respect to any Party, the remainder of this Agreement or the application of such provision to persons other than those as to whom it is held invalid or unenforceable shall not be affected, each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law, and the Parties shall negotiate in good faith to amend this Agreement to retain the economic effect of the invalid or unenforceable provisions. (c) Binding Effect.  Each Party represents and warrants that said Party has full power and authority, and the person(s) executing this Agreement have full power and authority, to execute and deliver this Agreement, and that this Agreement constitutes a valid and binding obligation of each Party, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditor’s rights generally and by general equitable principles (whether enforcement is sought in proceedings in equity or at law).  This Agreement shall be binding on and inure to the benefit of the successors and permitted assignees of the respective Parties.
(d) Waivers.  No provision of this Agreement shall be deemed to have been waived by a Party unless the waiver is in writing and signed by the Party against whom enforcement of the waiver is attempted.  No custom or practice which may develop between the Parties in the implementation or administration of the terms of this Agreement shall be construed to waive or lessen any right to insist upon strict performance of the terms of this Agreement.

(e) Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California. (f) Mediation, Litigation, Attorneys’ Fees and Costs. Should any good faith dispute arise with respect to a default notice issued pursuant to Section 10 of this Agreement, either Party may initiate dispute resolution procedures by sending a notice of dispute (“Notice of Dispute”) to the other Party within five (5) days of receipt of the default notice. Upon receipt of a timely Notice of Dispute, the cure period in the default notice is tolled to allow for the dispute resolution procedure in this section. The Parties will attempt to resolve the dispute promptly through good faith negotiations initially by the Parties’ respective project managers. If the dispute has not been resolved within fifteen (15) days from the Notice of Dispute, either Party may escalate the dispute to executive officers of the Parties. If the dispute has not been resolved within thirty (30) days from the Notice of Dispute, then either Party may give written notice to commence mediation (“Notice of Mediation”). Within thirty (30) days of receiving a Notice of Mediation, the Parties will choose an independent mediator through Judicial Arbitration and Mediation Services (“JAMS”). Neither Party may unreasonably withhold consent to the selection of a mediator. If the Parties are unable to agree upon a mediator, either Party may request that JAMS select the mediator. Each Party will bear its own costs of mediation, but the Parties will share the cost of the mediator equally. Each Party will participate in the non-binding mediation in good faith and will be represented at the mediation by an executive with authority to settle the dispute. If a dispute remains unresolved for sixty (60) days after receipt of the Notice of Mediation, either Party may then submit the dispute to a court of competent jurisdiction in the State of California. In the event litigation occurs, the prevailing party in any legal action arising hereunder shall be entitled to its reasonable attorneys’ fees and court costs. (g) Survival. Terms and conditions of this Agreement which by their sense and context survive the termination, cancellation or expiration of this Agreement will so survive. (h) Force Majeure. Neither Party shall be deemed to be in default where failure or delay in performance of any of its obligations under this Agreement is caused by earthquakes, other acts of God, fires, wars, terrorism, riots or similar hostilities, strikes, and other labor difficulties beyond the Party’s control, government regulations, pandemics, court actions (such as restraining orders or injunctions), or other causes beyond the Party’s reasonable control.
.
(i) Entire Agreement; Amendments. This Agreement constitutes the entire agreement and understanding between the Parties regarding Licensee’s license of the Fiber Use Area and supersedes all prior and contemporaneous offers, negotiations and other agreements concerning the subject matter contained herein. There are no representations or understandings of any kind not set forth herein.

Any amendments to this Agreement must be in writing and executed by duly authorized representatives of both Parties.
(j) No Presumptions Regarding Preparation of Agreement. The Parties acknowledge and agree that each of the Parties has been represented by counsel or has had full opportunity to consult with counsel and that each of the Parties has participated in the negotiation and drafting of this Agreement. Accordingly it is the intention and agreement of the Parties that the language, terms and conditions of this Agreement are not to be construed in any way against or in favor of any Party hereto by

reason of the roles and responsibilities of the Parties or their counsel in connection with the preparation of this Agreement.
[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives on the dates set forth below and acknowledge that this Agreement is effective as of full execution.

LICENSOR:

CITY OF HAWTHORNE , a municipal
corporation
Name: Vontray Norris
Title: City Manager
APPROVED AS TO FORM:

Name: Robert Kim
Title: City Attorney
LICENSEE:

AMERICAN DARK FIBER, LLC, a Delaware
limited liability company
By:

Name:

Title:

By:

Name:

Title:

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.

EXHIBIT A
“EXISTING FIBER ROUTE” AREA

EXHIBIT B
“TEMPORARY FIBER ROUTE”

EXHIBIT C
“PERMANENT FIBER ROUTE” USING CITY INFRASTRUCTURE (PINK + WHITE LINES) AGENDA ITEM NO. 18.

CITY OF HAWTHORNE
City Council

AGENDA BILL
For the meeting of 04/08/2025
Originating Department: Information Technology
City Manager: Department Head:

SUBJECT:

Point-to-Point Wireless Microwave Replacement Project
RECOMMENDED MOTION:

Staff recommends that the City Council approve the purchase of the listed hardware and services.

DISCUSSION:

The Information Technology Services (ITS) Department maintains a wireless point-to-point microwave networking system that supports all City facilities. This infrastructure provides essential data connectivity for phones, internet access, email, and all other network-based resources used across City operations.

Currently, the network segments that connect the Memorial Center & Sports Center, Hawthorne Airport Control Tower, Hawthorne Airport Administration Building, and Eucalyptus Park have been in service for 7 to 10 years. The equipment is now outdated and no longer supported by the manufacturer. With replacement parts becoming unavailable, any hardware failure would significantly disrupt internal communications and impact City operations at the remote sites.

This project will replace the aged microwave equipment with modern hardware capable of delivering speeds of up to 10 gigabits per second and provide all FCC frequency coordination services. The upgrade will improve data capacity, enhance network reliability, and ensure secure data transmission using current encryption standards. It will also return the system to full manufacturer warranty and support coverage. This solution continues to avoid the high and recurring costs associated with leasing services from telecommunications providers. For example, a comparable leased line from a provider would average approximately $2,800 per month per side of each link. By owning and maintaining the infrastructure, the City saves considerable money in the long term, gains operational flexibility, and retains full control of its internal data pathways. This upgrade ensures that City facilities remain reliably connected, secure, and positioned to meet future needs.

ECONOMIC DEVELOPMENT STRATEGIC PLAN:

N/A
FISCAL IMPACT:

None. Funds for this payment in the amount of $45,512.64 are available in the adopted Fiscal Year 2024-2025 budget under the Public Works Equipment account.

NOTICING PROCEDURE:
72 hours posted notice pursuant to the Ralph M. Brown Act

ATTACHMENTS
Equipment Quote W/FCC
Quote 135421
Quote numbers must be referenced on Purchase Orders
Bill To: Ship From: Ship To:

CITY OF HAWTHORNE
ATTN:

IT Department
12501 Hawthorne Blvd
Hawthorne, CA 90250-4404
US
Continental Computers / WLAN Mall
920 N. Nash St, Bldg B
El Segundo, CA 90245
U.S.A.

Hawthorne PD
12501 Hawthorne Blvd
Hawthorne, CA 90250-4404
United States
Quote # Proposed Project Terms Date Days Valid
135421 NET 30 04/01/2025 10
SKU Description Quantity Unit Price Subtotal
EHICAP8010-
10000
Siklu,Initial Capacity License 10000Mbps (10Gbps) for EH-8010FX/AES, Price per ODU
HPD Tower , ATC Tower, Airport Admin Building, Memorial Center , HPD Tower, ATC Tower
6 $868.00 $5,208.00
AX-IN60W-ACPOE-USSiklu PoE Power Injector for EtherHaul, 60W, GigE interface, 100-240VAC source, US AC cable
HPD Tower , ATC Tower, Airport Admin Building, Memorial Center , HPD Tower, ATC Tower
8 $82.00 $656.00
EH-ANT2ft-ASiklu EtherHaul 2 ft. antenna (FCC/ETSI) and mounting kit HPD Tower , ATC Tower, Airport Admin Building, Memorial Center , HPD Tower, ATC Tower
6 $880.00 $5,280.00
EH8010FXODUHAES2C1P-EXDEtherHaul-8010FX E-Band 80GHz FDD ODU with Adapter for External Antenna, AES, Tx High at 81-86GHz. Base radio upgradeble to 10Gbps (capacity license in Not included), 2 ports: 1x Dual-media RJ-45/SFP+, 1x RJ45 for management only
Memorial Center , HPD Tower, ATC Tower
3 $3,975.00 $11,925.00
EH8010FXODULAES2C1P-EXDEtherHaul-8010FX E-Band 80GHz FDD ODU with Adapter for External Antenna, AES, Tx Low at 71-76GHz. Base radio upgradeble to 10Gbps (capacity license in Not included), 2 ports: 1x Dual-media RJ-45/SFP+, 1x RJ45 for management only
HPD Tower , ATC Tower, Airport Admin Building.
3 $3,975.00 $11,925.00
EH1200FXODU-HEXTSiklu 1200FX ODU w/ Adapter, TX High HPD Tower
1 $1,940.00 $1,940.00
EH1200FXODU-LEXTSiklu 1200FX ODU w/ Adapter, TX Low
EU Park
1 $1,940.00 $1,940.00
EH-ANT1FTSIKLU ETHERHAUL 1FT ANTENNA
HPD Tower, EU Tower
2 $260.00 $520.00
AX-MK1FT-BSiklu EtherHaul Small Mounting Kit for 1ft Antenna HPD Tower, EU Tower
2 $120.00 $240.00
EH-OPTAES
Siklu EtherHaul License Upgrade to AES-128/256 Encryption Feature Option, EH-OPT-AES
HPD Tower, EU Tower
2 $306.25 $612.50
ALPUF140ALPU-FIT SURGE PROTECTOR, GBE, POE+
HPD Tower , ATC Tower, Airport Admin Building, Memorial Center , HPD Tower, ATC Tower, EU Tower.
8 $85.00 $680.00
FCC-MMREG80 GHz Millimeter Wave FCC Registration 4 $225.00 $900.00 SKU Description Quantity Unit Price Subtotal
Comments: Link1 - Existing Siklu EH1200/2ft, customer wants to upgrade to a EH8010/10Gb HPD Tower
33°55'10"N 118°21'13"W
to
Memorial Center
33°55'01"N 118°20'30"W
Link2 - Existing Siklu EH1200/2ft, customer wants to upgrade to a EH8010/10Gb HPD Tower
33°55'10"N 118°21'13"W
to
ATC Tower
33°55'24"N 118°20'13"W
Link3 - Existing Siklu EH1200/2ft, customer wants to upgrade to a EH8010/10Gb ATC Tower
33°55'24"N 118°20'13"W
to
Airport Admin Building
33°55'20"N 118°19'39"W
Link4 -This would be upgrade to a 1g 1200fx 1’ dish
HPD Tower
33°55'10"N 118°21'13"W
to
EU Park
33°55'21"N 118°21'38"W
Subtotal $41,826.50
Shipping $0.00
Tax $3,686.14
Total $45,512.64
Buyer signature: Date:

AGENDA ITEM NO. 19.

CITY OF HAWTHORNE
City Council

AGENDA BILL
For the meeting of 04/08/2025
Originating Department: Planning
City Manager: Department Head:

SUBJECT:

Second Amendment to Agreement Between City of Hawthorne and Harris & Associates, Inc.

RECOMMENDED MOTION:

Authorize City Manager to execute agreement amendment on behalf of City.

DISCUSSION:

Harris & Associates is engaged in a number of consulting activities for the City, including the management of the selection process for the Cordary Development Project. This amendment involves two changes to the existing agreement. First is the reallocation of previously approved funds among the various tasks Harris & Associates is contracted to perform. This involves no additional cost. Second is to increase the agreement total by $20,000 to allow Harris & Associates to represent the City in negotiations with a developer of the Cordary property. Harris & Associates will work with the City and developer to create an Exclusive Negotiation Agreement to be presented to the City Council for approval within the next few months. This will set the stage for the City to negotiate a Disposition and Development Agreement with a developer, which will also be presented to the City Council at a later date.

ECONOMIC DEVELOPMENT STRATEGIC PLAN:

Not applicable.

FISCAL IMPACT:
$20,000 of current fiscal year funds to be allocated to the existing professional services agreement with Harris & Associates, Inc. Sufficient fund are available without needing to adjust the approved budget.

NOTICING PROCEDURE:

Not applicable.

ATTACHMENTS
Second Amendment to Agreement
1 SECOND AMENDMENT
TO AGREEMENT BETWEEN THE CITY OF HAWTHORNE AND HARRIS & ASSOCIATES, INC.

This Second Amendment to the Professional Services Agreement for Various Affordable Housing Advisory Services (“Second Amendment”), is made and effective as of April 1, 2025, by and between the City of Hawthorne (“City”) and Harris & Associates, Inc. (“Consultant”). The City and Consultant are sometimes individually referred to herein as a “Party” or collectively referred to as the “Parties.”

RECITALS
WHEREAS, the Parties entered into an Agreement dated November 1, 2023 (the “Agreement”) pursuant to which Consultant agreed to provide certain professional services to City. The Agreement established a contract term of November 1, 2023, through November 1, 2024, and a compensation of a fee not to exceed $130,925.00.

WHEREAS, the Parties entered into the First Amendment to the Agreement dated October 31, 2024 (“First Amendment”) to increase the compensation by $25,000, increasing the total compensation to the amount not to exceed $155,925. The Second Amendment also extended the contract term end date from November 1, 2024, to June 30, 2025.

WHEREAS, the Parties desire to reallocate the existing compensation fee of $155,925.00 across the existing tasks detailed in the First Amendment.

WHEREAS, the Parties desire to increase the compensation by $20,000, increasing the total compensation to the amount not to exceed $175,925. The increase in compensation is to reflect additional services Consultant will provide regarding the Exclusive Negotiating Agreement for the Cordary Notice of Funding Available and Request for Proposals (“Cordary NOFA/RFP”) task.

NOW, THEREFORE, in consideration of the foregoing Recitals, the Agreement of the Parties as set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree to amend the Agreement as follows:

1. COMPENSATION. Section 5.0 COMPENSATION of the Agreement is amended to reallocate the existing compensation fee of $155,925.00 across the existing tasks detailed in the First Amendment.

Additionally, the total compensation amount will be increased by $20,000 to the amount not to exceed $175,925. The City agrees to pay Consultant in accordance with the payment rates and terms and the schedule of payment as set forth in Exhibit A, attached hereto and incorporated herein by this reference as though set forth in full, based upon a time and materials.

2. EFFECT. Except as otherwise specifically amended herein in this Second Amendment, all other terms and conditions contained in the original Agreement and as amended in the First Amendment shall remain in full force and effect.

3. This Second Amendment may be executed in counterparts.

SIGNATURES ON FOLLOWING PAGE.
2 IN WITNESS WHEREOF, this Second Amendment to the Agreement has been executed by their duly authorized representatives.

CITY OF HAWTHORNE HARRIS & ASSOCIATES, INC.

By: ________________________ By: ________________________ Vontray Norris Hitta Mosesman
City Manager Vice President
APPROVED AS TO FORM:

By: ________________________
Robert M. Kim
City Attorney
3 EXHIBIT A
Second Contract Amendment: Affordable Housing
Advisory Services
Harris a 1 of 5
SECOND CONTRACT AMENDMENT: AFFORDABLE

HOUSING ADVISORY SERVICES

CITY OF HAWTHORNE
101 Progress, Suite 250, Irvine, CA 92618 ◼ (949) 655-3900 ◼ WeAreHarris.com April 1, 2025
Von Norris
City Manager
City of Hawthorne
4455 W. 126th Street
Hawthorne, CA 90250
SECOND CONTRACT AMENDMENT: AFFORDABLE HOUSING ADVISORY SERVICES Dear Mr. Norris,
This document proposes to amend an existing contract and first amendment between the City of Hawthorne (“City”) and Harris & Associates (“Harris”). The original contract (“Original Contract”) was entered into on November 1, 2023, and included various affordable housing advisory services. The first amendment (“First Amendment”) was executed on October 31, 2024, and extended the Original Contract’s term from November 1, 2024, to June 30, 2025, and increased the total compensation by $25,000, increasing the total compensation to the amount not to exceed $155,925.

This second amendment (“Second Amendment”) would redistribute the task budgets from the Original Contract as amended in the First Amendment, expand the scope of work for the Cordary NOFA/RFP Task (“Task 1”), and increase the budget for Task 1. The Second Amendment will not change the current contract term as amended in the First Amendment.

We look forward to discussing the details of this Second Amendment. Please do not hesitate to contact me with any questions or comments. Thank you.

Sincerely,
Harris & Associates, Inc.

Dima Galkin, Director
Community Development + Housing
[email protected]
Harris & Associates, Inc. 3

TABLE OF CONTENTS
Scope of Work..............................................................................................................................................................4 Schedule......................................................................................................................................................................4 Budget.........................................................................................................................................................................5 Harris & Associates, Inc. 4

SCOPE OF WORK
Harris has prepared the following description of changes to the scope of work in the Original Contract.

Task 1: Cordary NOFA/RFP
The original scope of work for this task reads as follows:
“Provide implementation and advisory services for various development initiatives, including the Cordary Affordable Housing Development and the implementation of the NOFA/RFP prepared in 2023.” The First Amendment to the Original Contract detailed further deliverables regarding the proposal review, review committee coordination, and developer selection.

Having selected an affordable housing developer for the Cordary property, the City has requested that Harris move forward and lead the coordination and negotiation process for an Exclusive Negotiating Agreement (“ENA”) with the selected developer. The ENA will establish the framework to allow the City to exclusively negotiate the proposed development terms with the selected developer.

Harris will complete two (2) drafts and one (1) final version of the ENA with coordination and negotiation with the selected developer and City staff between each draft. This will include participation in up to two (2) virtual meetings to negotiate the ENA with the selected developer. Once the final draft of the ENA is agreed to by all parties, Harris will attend up to one (1) City Council meeting in-person, during which the developer and the negotiated ENA will be proposed.

Harris will also prepare one (1) draft and one (1) final version of a commitment letter. This letter will address the requirements related to the Housing Successor Agency excess surplus and will establish conditions for the developer to meet before the funding is distributed by the City.

Deliverables and Meetings:
• Two (2) drafts and one (1) final version of the ENA.
• One (1) draft and one (1) final version of a commitment letter • Virtual participation in up to two (2) negotiation sessions. • In-person attendance at one (1) City Council meeting.

SCHEDULE
The First Amendment extended the term under the Original Contract to November 1, 2023, through June 30, 2025. This Second Amendment will not affect the term of the contract.

Harris & Associates, Inc. 5
BUDGET
Harris will provide services on a time-and-materials basis with a not-to-exceed budget for the total contract. As a part of this Second Amendment, Harris has also reallocated the budget for tasks in the Original Contract and the subsequent First Amendment. The following table identifies budgets for each task under the Original Contract and First Amendment, the reallocation of that budget, the budget increase proposed for this Second Amendment, and the revised total budget with the increase.

Phase Title
Original Contract +
First Amendment
Budget After
Reallocation
Budget Increase
Revised Total
Budget
01 Cordary AH (NOFA/RFP Implementation) $ 52,910.00 $ 74,950.25 $ 20,000.00 $ 94,950.25 02 PLHA Grant Reporting & Administration 19,990.00 14,977.25 - 14,977.25 03 Housing Compliance Advisory Services 9,090.00 1,790.00 - 1,790.00 04 Housing Authority & SB 341 Reports 18,750.00 16,796.50 - 16,796.50 05 FY 2023 APR (GP & HE) 19,210.00 20,604.00 - 20,604.00 06 LHTF and Other Grant Applications 25,000.00 25,969.50 - 25,969.50 Other As-Needed Services 10,835.00 697.50 - 697.50
Data Expense - Marshall & Swift 140.00 140.00 - 140.00
$ 155,925.00 $ 155,925.00 $ 20,000.00 $ 175,925.00
07 Total
Table 1. Budgets for Scope of Work, Tasks 1 through 7
AGENDA ITEM NO. 20.

CITY OF HAWTHORNE
City Council

AGENDA BILL
For the meeting of 04/08/2025
Originating Department: Public Works
City Manager: Department Head:

SUBJECT:

Second Amendment to the City Yard Consultant Agreement for Design Services ("Second Amendment") between the City of Hawhthorne ("City") and Rania Alomar Architect, Inc. dba RA-DA ("Consultant") RECOMMENDED MOTION:

Staff recommends that the City Council approve this Second Amendment and authorize the City Manager to execute the Second Amendment to the city yard consultant agreement.

DISCUSSION:

At the council meeting on February 27th, 2024, City Council approved and authorize the City Manager to execute the first amendment to the consultant agreement between the City and Rania Alomar Architect, INC (RADA) for Design Services for the New City Yard. This amendment allowed for a single contract for both the City Yard and Senior Center projects between the City and the Consultant. This agreement would simplify administrative processes, reduces potential coordination challenges between multiple architectural firms, and optimizes resource allocation, leading to cost savings and improved efficiency.

This Second Amendment will add "Construction Administration Services" to the City Yard consultant agreement. These services would include:

Review contractor submittals
Respond to RFIs from contractors
Review Change Orders
Regular Site Visits, Site Observation & Field Reports
Regular Project Meetings (weekly online Meetings, plus a ,maximum of 14 site visits, one person) Construction Document Revisions/Clarifications
Punch Lists & Final Reviews -at substantial and final completion (limited to 2 job walks) Contractor Communication & Design Team Coordination
ECONOMIC DEVELOPMENT STRATEGIC PLAN:

This project aligns with the City's Economic Development Element goal of enhancing the quality of life in the City, which is an important marketing asset for business attraction and making economic development a part of City decision. The Senior Center Renovation and Expansion is part of the City's plan to developing a publicly accessible and usable space for the City's residents.

FISCAL IMPACT:

None. Funds for the cost of $140,200.00 are available in the current fiscal year's adopted budget and will be paid for by Budget Act of 2022 from the State of California Department of Parks and Recreation.

NOTICING PROCEDURE:
72 hours posted notice pursuant to the Ralph M. Brown Act

ATTACHMENTS
Exhibit B
Exhibit A
Exhibit C

RA-DA

HAWTHORNE MATERIALS YARD FEE PROPOSAL
Architectural Structural Civil Landscape MEP Specifications Cost Estimator TOTAL BY PHASE Kickoff and Predesign $12,300.00 $12,300
Schematic Design $41,400.00 $14,400.00 $10,000.00 $17,030.50 $82,831 Design Development $54,100.00 $17,100.00 $12,000.00 $7,000.00 $23,842.70 $13,020.00 $14,500.00 $141,563 Construction Documentation $80,750.00 $20,700.00 $18,000.00 $27,248.80 $15,960.00 $162,659 Reimbursables $5,000
SUBTOTAL BY DISCIPLINE $188,550.00 $52,200.00 $40,000.00 $7,000.00 $68,122.00 $28,980.00 $14,500.00 $404,352 TOTAL A/E FEE $404,352
* Permit Phase and Construction Administration is not included here and can be provided as separate fee * Only the consultants listed above are included here, also attached. If additional consutlants are needed they will be billed as an additional service.

SECOND AMENDMENT TO THE

CITY YARD CONSULTANT AGREEMENT BETWEEN THE CITY OF

HAWTHORNE

AND RANIA ALOMAR ARCHITECT, INC DBA RA-DA
This Second Amendment to the City Yard Consultant Agreement for Design Services for the Senior Center Project is made this 8th day of April 2025 by and between the City of Hawthorne, a California municipal corporation ("City") and Rania Alomar Architect, Inc. dba RA-DA (“Consultant”).

RECITALS
WHEREAS the City and Consultant are parties (Collectively, “Parties”) to a Consulting Agreement for Services dated December 13, 2023 (“Agreement”).

WHEREAS, Section 2 “Services” provision in the Agreement referenced and incorporated an Exhibit A that contained the service to be provided by Consultant under the Agreement but that “the Consultant may be asked to provide additional services if necessary during the term of this Agreement.”
WHEREAS, pursuant to the said “Services” section of the Agreement, the City asked Consultant for additional services, including, but not limited to, Architectural, Structural and MEP: review contractor submittals, respond to RFIs form contractors, review change orders, regular site visits, site observation & field reports, regular project meetings, construction document revisions, punch list & final reviews and contractor communication & design team coordination as fully described in Exhibit C, attached hereto and incorporated herein, which resulted in the additional service charges described herein as SS06 with the charges of $140,200.00.

WHEREAS, pursuant to Section 4 “Payment” (b) of the Agreement, which requires additional services to be authorized in writing, City and Consultant desire to amend the Agreement and authorize the additional services as described in Exhibit C.

WHEREAS, City has updated its insurance requirements of all consultant agreements by increasing the insurance coverage limits and Consultant hereby intends to abide by the increase insurance coverage limit requirements.

NOW, THEREFORE, in consideration of the Parties’ performance of the promises, covenants, and conditions stated herein, the Parties hereby agree as follows:

Section 2 of the Agreement is hereby deleted and replaced by a new Section 2, which shall read as follows:

2. SERVICES
Consultant shall perform the tasks described and set forth in Exhibits A and C, attached hereto and incorporated herein as though set forth in full as part of its services. Consultant may be asked to provide additional services if necessary during the term of this Agreement.

Section 9 (A) of the Agreement is hereby deleted and replaced by a new Section 9, which shall read as follows:

9. INSURANCE
A) Consultant shall maintain in-force: Professional Liability Insurance. Consultant shall maintain in-force; Professional Liability Insurance (and/or Errors & Omissions Insurance) with minimum limits of $2,000,000 per occurrence and $4,000,000 general aggregate for loss or damages because of wrongful or negligent acts or omissions by named inured.

Except as specifically amended by this First Amendment, all other provisions of the Agreement shall remain in full force and effect.

IN WITNESS THEREOF, the City and RADA have executed this First Amendment as of the day and year written above.

CITY OF HAWTHORNE, CONSULTANT
CALIFORNIA, a municipal corporation Rania Alomar Architect, Inc. dba RA-DA
_________________________ By: ______________________
VONTRAY NORRIS Name: ____________________
City Manager Title: _____________________
City of Hawthorne
APPROVED AS TO FORM: ATTEST:
_________________________ _________________________

ROBERT KIM DAYNA WILLIAMS-HUNTER
City Attorney City Clerk
City of Hawthorne City of Hawthorne

For electrical, the scope of work for CA/CS is as follows: RFI response, submittal review, plan updates, meeting(s), site visit (incl. Zoom meetings) and punch walk when required, and coordination with SCE service planner, record drawings. It will be billed monthly for service rendered. (from Roy Lee)For the mechanical-plumbing, the scope of work for CA/CS is as follows: Engineering support for bidding and construction: Includes one (1) on site visit during construction, technical response to bidder requests for clarification, changes to design due to hidden building items, and technical review and response of construction RFI/RFC items; review of vendor submittals/shop drawings of major equipment components for approval to proceed are included in this design proposal. Record drawings: If installing contractor supplies clear red-marked prints, we will provide one set of “record” drawings printed plus PDF files.Thank you // Glenn MEP

Hawthorne City CouncilApril 8, 2025

Hawthorne City Council
April 8, 2025