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Agenda packet

Lakewood City Council
June 27, 2023

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Agenda packet
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June 27, 2023
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Lakewood City Council
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AGENDA

REGULAR CITY COUNCIL MEETING

COUNCIL CHAMBERS
5000 CLARK AVENUE

LAKEWOOD, CALIFORNIA
June 27, 2023
ADJOURNED MEETING: 6:00 p.m.

Grant from U.S. Soccer Foundation for Mini-Pitch at Palms Park EXECUTIVE BOARD ROOM CALL TO ORDER 7:30 p.m.

INVOCATION: Bishop Dave Montgomery, Church of Jesus Christ of Latter Day Saints PLEDGE OF ALLEGIANCE: Scout Pack 134
ROLL CALL: Mayor Steve Croft
Vice Mayor Ariel Pe
Council Member Cassandra Chase
Council Member Todd Rogers
Council Member Jeff Wood
ANNOUNCEMENTS AND PRESENTATIONS:

Presentation/Introduction of Congresswoman Nanette Diaz Barragán ROUTINE ITEMS:

All items listed within this section of the agenda are considered to be routine and will be enacted by one motion without separate discussion. Any Member of Council may request an item be removed for individual discussion or further explanation. All items removed shall be considered immediately following action on the remaining items.

RI-1 MEETING MINUTES - Staff recommends City Council approve Minutes of the Meetings held May 23, June 6, and June 13, 2023
RI-2 PERSONNEL TRANSACTIONS - Staff recommends City Council approve report of personnel transactions.

RI-3 REGISTERS OF DEMANDS - Staff recommends City Council approve registers of demands.

RI-4 CITY COUNCIL COMMITTEES’ ACTIVITIES - Staff recommends City Council receive and file the report.

RI-5 FINDING AND DETERMINING THAT THERE IS A NEED TO CONTINUE TAKING

EMERGENCY ACTION REGARDING THE NEED TO MAKE REPAIRS TO THE BOLIVAR PARK STORMWATER CAPTURE BUILDING AND EQUIPMENT; RESOLUTION NO. 2023-43 - Staff recommends City Council adopt proposed resolution.

City Council Agenda
June 27, 2023

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ROUTINE ITEMS: - Continued
RI-6 APPROVAL OF AMENDMENT NUMBER ONE TO THE AGREEMENT WITH THE

GATEWAY CITIES COUNCIL OF GOVERNMENTS FOR THE IMPLEMENTATION OF THE

GATEWAY CITIES INNOVATION PLAN, AND APPROVAL OF AN AGREEMENT WITH ADRIANA LOPEZ AS THE LOCAL COORDINATING AREA 4 HOMELESS SERVICES LIAISON - Staff recommends the City Council approve amendment number one to the agreement with Gateway Cities Council of Governments for the implementation of the Innovation Plan extending the term through December 31, 2023, and authorize the City Manager to sign the amendment in a form approved by the City Attorney; and approve an agreement with Adriana Lopez to serve as the Local Coordinating Area 4 Homeless Services Liaison for the term of July 1, 2023 through June 30, 2024 and authorize the Mayor to sign the agreement as approved by the City Attorney.

RI-7 RESOLUTION NO. 2023-44; LISTING PROPOSED PROJECTS USING SB 1 FY 23-24 FUNDS - Staff recommends City Council adopt proposed resolution. that specifies the street segments to be repaved or other improvements using RMRA Fiscal Year 2023-2024 funds.

PUBLIC HEARINGS:

1.1 APPEAL OF CONDITIONAL USE PERMIT NO. 279, AMENDMENT NO. 3, 4311 SOUTH STREET - Staff recommends City Council set a de novo hearing for August 8, 2023 at 6p.m.

LEGISLATION:

2.1 SECOND READING AND ADOPTION OF ORDINANCE NO. 2023-3; REGARDING THIRD PARTY COLLECTION FEES - Staff recommends the City Council adopt the proposed ordinance.

2.2 SECOND READING AND ADOPTION OF ORDINANCE NO. 2023-4; REGARDING PROPERTY TAX LIENS FOR DELINQUENT WATER SERVICE PAYMENTS - Staff recommends the City Council adopt the proposed ordinance.

2.3 SECOND READING AND ADOPTION OF ORDINANCE NO. 2023-5; REGARDING FILMING PERMITS; RESOLUTION NO. 2023-45 - Staff recommends the City Council adopt the proposed ordinance and resolution.

REPORTS:

3.1 AWARD OF BID FOR PUBLIC WORKS PROJECT NO. 2023-7; WATERMAIN REPLACEMENT FY24 - Staff recommends City Council award contract in the amount of $3,799,175 to low bidder, All Cities Engineering, and authorize Mayor to sign the contract in form approved by City Attorney; authorize staff to approve a cumulative total of change orders, as necessary, not to exceed $350,000; adopt plans, specifications, and working details for project; and appropriate $4,350,000 from Water Enterprise Fund and authorize staff to approve services for inspection, soil compaction and miscellaneous tests as necessary for the project.

3.2 APPROVAL OF PROFESSIONAL SERVICES AGREEMENT WITH WOOD RODGERS, INC.

FOR WELL 22 COMPREHENSIVE SITE ASSESSMENT AND HYDROGEOLOGIC SERVICES FOR WELL DRILLING AND CONSTRUCTION SUPPORT - Staff recommends City Council approve the agreement with Wood Rodgers, Inc. in not-to-exceed amount of $410,395, including 10% contingency of $41,039.50, and authorize Mayor to sign the agreement in form approved by City Attorney; and appropriate total of $451,434.50 from Water Enterprise Fund FY 2024 Budget for the project.

City Council Agenda
June 27, 2023

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In compliance with the Americans with Disabilities Act, if you are a qualified individual with a disability and need an accommodation to participate in the City Council meeting, please contact the City Clerk’s Office, 5050 Clark Avenue, Lakewood, CA, at 562/866-9771, ext. 2200; or at [email protected] at least 48 hours in advance to ensure that reasonable arrangements can be made to provide accessibility to the meeting.

Agenda items are on file in the Office of the City Clerk, 5050 Clark Avenue, Lakewood, and are available for public review during regular business hours. Any supplemental material distributed after the posting of the agenda will be made available for public inspection during normal business hours in the City Clerk’s Office. For your convenience, the agenda and the supporting documents are available in an alternate format by request and are also posted on the City’s website at www.lakewoodcity.org REPORTS: - Continued

3.3 AGREEMENT WITH CARE SOLACE, INC., TO PROVIDE A WEB-BASED NAVIGATION

SYSTEM TO ASSIST CITY RESIDENTS IN LOCATING AND CONNECTING WITH MENTAL HEALTH TREATMENT PROVIDERS AND SERVICES - Staff recommends the City Council approve the contract with Care Solace and appropriate $33,750 of ARPA funding.

3.4 AUTHORIZE PURCHASE OF FF&E FOR CIVIC CENTER COUNTER IMPROVEMENTS AT COMMUNITY DEVELOPMENT AND PUBLIC WORKS – Staff recommends City Council authorize staff to purchase the FF&E for the Civic Center Counter Improvements at Community Development/Public Works in an amount not-to-exceed $59,649.57, and authorize the Mayor to sign the proposal; and appropriate $60,000 from the reserve for Capital Improvements for the project from Measure L.

3.5 DECLARING JULY AS PARKS MAKE LIFE BETTER! MONTH; RESOLUTION NO. 2023-46 – Staff recommends City Council adopt proposed resolution declaring the month of July as Parks Make Life Better! month as part of CPRS campaign to encourage cities to maintain parks and recreation programs and facilities in the forefront of public policy.

AGENDA

LAKEWOOD HOUSING SUCCESSOR AGENCY

1. REGISTER OF DEMANDS - Staff recommends Housing Successor Agency approve registers of demands.

ORAL COMMUNICATIONS:

ADJOURNMENT

MINI PITCH PROGRAM
DONATION AGREEMENT – FISCAL YEAR 2024
Pursuant to this Mini Pitch Program Grant Agreement (“Agreement”), dated as of the May 17, 2023 (“Effective Date”), the United States Soccer Foundation, Inc. (“Foundation”) agrees to award the Grant (“Grant”) to the City of Lakewood, (“Grantee”) FY24-722, and Grantee accepts such Grant, in accordance with the terms and conditions set forth herein.

1. Foundation: U.S. Soccer Foundation
Attn: Operations Department
1140 Connecticut Ave. NW, Suite 1200
Washington, DC 20036
Grantee: City of Lakewood
Attn: Valarie A. Frost
Director, Recreation and Community Services
5050 Clark Avenue
Lakewood, CA 90712

2. Grant: This Grant, awarded in the form of an acrylic mini pitch surface with goal and lighting installation (“Mini Pitch”), supplied by Musco Sports Lighting (“Vendor”), which shall be valued by Foundation, in its sole and absolute discretion, in an amount up to $100,000.

3. Acrylic Mini Pitch: Consistent with Foundation’s interests in promoting youth soccer, particularly within vulnerable communities, this Grant will provide the Mini Pitch at Palms Park, located in the city of Lakewood at 12305 207th Street, Lakewood, CA 90715 (the “Grant Project”).

4. Execution of the Grant Agreement: Grantee must return an executed copy of this Agreement to the Foundation by the June 30, 2023.

5. Grantee Covenants: In order to induce Foundation to enter into this Agreement, and to award the aforementioned Grant, Grantee covenants as follows:
(a) Foundation will be granted usage of the Mini Pitch for one (1) day per year over the first five (5) years following its completion, including, without limitation, for Special Events (as defined below) that are organized by Foundation. Foundation will schedule such usage for dates and times mutually agreed upon with the Grantee, and Grantee will not unreasonably withhold play space and time for such usage. At Foundation’s expense and time, Foundation will obtain all necessary permits and licenses required to host Special Events at Palms Park using the Mini Pitch.

For purposes of this Agreement, “Special Events” shall be defined as tournaments, clinics, events, training sessions, media functions and any other similar event the Foundation so determines. (b) In preparation for the Mini Pitch installation, Grantee will provide necessary access for the Foundation’s Vendor, which includes, but is not limited to, identification and communication of underground utilities or other access issues related to the Vendor’s ability to access the Mini Pitch location via forklift, temporary removal of chain link fencing, and providing access for freight truck delivery. Additionally, Grantee will complete electrical work to provide power to the Mini Pitch within 3 months of the installation completion, if not completed prior to the installation start date.

Should Grantee fail to provide such access and information, especially as it relates to underground utilities, the Foundation and Vendor shall not be responsible for damage caused by Vendor due to lack of such information.
-2-
(c) Upon completion, the Mini Pitch, Grantee acknowledges and agrees that it will be responsible for the maintenance and safety of the Mini Pitch.
(d) Grantee presently owns, or is currently tenant to an appropriate long-term lease of, the property on which the Mini Pitch will be installed.
(e) Prior to commencing installation of the Mini Pitch, Grantee will obtain, or shall assist (where necessary) in obtaining, all permits, authorizations and consents from third parties, including governmental entities, necessary for the installation of the Mini Pitch.

6. Facts and Representations True and Correct: Grantee hereby affirms the representations made in its conversations and communications with Foundation are true and correct and that Foundation may rely upon the truth and correctness of the representations made in all conversations and communications regarding this Grant Project, without further independent investigation. Grantee further affirms that it has not omitted any material facts, the knowledge of which would adversely impact the awarding of the Grant to Grantee. Grantee avows that no adverse events have occurred since the latest communication which have materially and adversely altered the truth or reliability of the Grant Project, including the tax status of Grantee and the Grantee’s ability to allow successful completion of the Grant Project. Grantee agrees to immediately inform the Foundation within five (5) business days of any material change, in Grantee or the Grant Project, which might affect any terms of this Agreement.

7. Grantee Reports:
(a) Impact Reports: Following completion of the Mini Pitch, Grantee shall complete to Foundation a report, provided by the Foundation, describing the impact of the Mini Pitch. Such report shall be submitted to Foundation annually, for five (5) years after completion of the Mini Pitch and shall include photographs of the Mini Pitch in use by youth soccer players and provide information on play space usage rates, stories of impact on the community, and any other information reasonably requested by Foundation.
(b) Site Visits: Grantee will use its best efforts to accommodate any representative of Foundation who requests to conduct a site visit, at the sole cost of Foundation, for the purposes of collecting information about the Grant’s impact.
(c) Photographs/Videos/Stories/Testimonials: In addition to submitting digital photographs, videos, stories and testimonials relating to the Grant Project in the aforementioned Impact Reports, the Grantee shall submit the same to the Foundation upon request by the Foundation, including before and after photographs, both in daytime and at night, of the Mini Pitch site area.

8. Publicity Material and Recognition:
(a) Grantee, upon written approval by the Foundation, shall recognize the Foundation and acknowledge the Grant in Grantee’s written materials, news releases, website and related marketing or publicity.
(b) The Foundation shall have the right to publicize, show photographs of, and use the name of the Mini Pitch and otherwise promote its contributions in any and all media, including the Internet.

Grantee authorizes the Foundation to utilize those logo or logos, owned or controlled by Grantee and associated with the Grant Project, for related marketing and/or publicity. -3-
(c) Grantee agrees to fully assist and cooperate in a mutually acceptable dedication event, should the Foundation request such, which may include appearances by athletes affiliated with the Foundation.

9. Awareness Opportunities: Grantee grants to Foundation the right to permanently place Foundation’s trademark, trade name or any design/logo owned or controlled by Foundation (each, a “Mark” and together, the “Marks”), and/or that of its funding partners, on the surface of the Mini Pitch. Unless Foundation chooses to forego the right, standard Marks will be included during installation of the Mini Pitch, per the rendering found in Attachment A. Foundation may change its Marks at any time in its sole discretion and at its sole cost. Each Mark will remain on the surface of the Mini Pitch for as long as the Mini Pitch is operational, unless removed by Foundation or unless Foundation otherwise gives its written consent to the removal of such Mark.

Additionally, Grantee will allow Foundation to install signs/banners on the premises on which the Mini Pitch is installed, per the rendering found in Attachment A, in order to promote and recognize the Foundation and other funders for their contribution to the Mini Pitch.

10. Grant Not Assignable: Grant is intended solely for the benefit of Grantee. No benefit of the Grant may be delegated, assigned or otherwise transferred without the advance, written consent of Foundation, which consent shall be in the sole and absolute discretion of Foundation.

11. Proper Authority: Each of the parties and its officers represent and warrant that they are authorized to enter into this Agreement and execute the same without further authority.

12. Absence of Warranties: Foundation makes no representations or warranties of any kind, either express or implied, as to any matter including, but not limited to, implied warranties of fitness for a particular purpose, merchantability or otherwise relating to the mini pitch or any component part thereof, or any other entities and their associated services. In no event will foundation be liable for any damages of any kind including, but not limited to, personal injury, lost profits, or other consequential, exemplary, incidental or punitive damages arising out of this agreement or performance of the obligations hereunder.

13. Assumption of Risk: Grantee hereby agrees to assume all risks and liabilities associated with the use, operation, maintenance, safety and condition of the Mini Pitch.

14. Indemnification: Grantee agrees to indemnify, defend and hold harmless Foundation, its parent, subsidiary and affiliated companies, sponsors, benefactors, donors, officers, directors, employees, accountants, attorneys, agents, successors and assigns (“Foundation Parties”) from and against any and all third party claims, demands, losses, damages, liabilities, costs and expenses (including reasonable legal/attorneys’ fees and expenses arising out of or related to any legal proceeding and any legal appeal) (“Claim” or “Claims”) related to the Grant, the Mini Pitch or this Agreement and liabilities of any kind or nature whatsoever, whether in contract, tort, or otherwise, resulting from any claim (including, without limitation, personal injury, death, or property damage) actually or allegedly arising out of or in connection with the maintenance, location, or condition of the Mini Pitch, or any person’s use of the Mini Pitch, whether authorized or unauthorized, proper or improper. Grantee’s indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement. Without limiting this obligation, Grantee will maintain the insurance described in Section 16 of this Agreement.

Grantee represents to Foundation that the Mini Pitch does not violate any applicable law, regulation, ordinance, lease, or otherwise violate the rights of any person or entity.

15. Insurance Requirements: At all times while the Mini Pitch is in place, Grantee shall remain a selfinsured entity within the state of California. -4-

16. Participant Waiver and Release Forms: To the extent that Grantee requires Participants in its programs or others who use the Mini Pitch to sign waiver and release forms, Grantee shall include the Foundation and the Foundation Parties as released parties in the form.

17. Use of Mark: Notwithstanding anything in this Agreement to the contrary, in the event Grantee desires to use a Mark owned or controlled by Foundation in a manner consistent with this Agreement, Grantee shall first submit a sample of the concept of the proposed use to Foundation for prior written approval, which approval may be withheld in the sole discretion of Foundation. Any such use by Grantee shall create no rights for Grantee in or to the Mark. Each Mark shall remain at all times the sole and exclusive intellectual property of Foundation, and Foundation shall have the right, from time to time, to request samples of use from which it may determine compliance with these terms and conditions. Notwithstanding any provision of this Agreement to the contrary, Foundation reserves, in its sole and absolute discretion, the right to prohibit use of its Marks.

18. Applicable Law; Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the District of Columbia, without regard to principles of conflict of laws. Each party agrees that any action or proceeding with respect to this Agreement may only be brought in a federal or state court situated in the District of Columbia, and by execution and delivery of this Agreement, such party irrevocably consents to jurisdiction and venue in each such court.

19. Attorneys’ Fees: Grantee agrees to pay all costs and expenses, including reasonable attorneys’ fees, incurred by Foundation in connection with any litigation concerning this Agreement should Foundation prevail against Grantee in such litigation, whether commenced by Foundation or Grantee.

20. Third Party Beneficiaries: It is expressly agreed and by this statement specifically intended by the parties that nothing within this Agreement shall be construed as indicating any intent by either party to benefit any other entity or person not a party signatory to this Agreement by any provision or to entitle any such third party to any right of action on account hereof.

21. Notices: Any notices given under this Agreement must be made in writing (a) if to Foundation, at the address of Foundation as provided or at such other address as Foundation may designate, or (b) if to Grantee, at the address of Grantee provided or at such other address as Grantee may designate.

22. Entire Agreement; Modifications: This Agreement contains the entire agreement between Foundation and Grantee and cannot be changed, modified, amended, waived or canceled except by an agreement in writing and executed by each of the parties hereto.

23. Counterparts and Facsimile Signatures: This Agreement may be executed in one or more counterparts each of which shall be deemed an original but all of which together shall constitute the same instrument.

This Agreement may be executed by facsimile signature by any party and such signature will be deemed binding for all purposes hereof without delivery of an original signature being thereafter required. -5-
IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized signatories as of the date first above written.

U.S. Soccer Foundation City of Lakewood
By: _________________________ By: _______________________________ Name: Rob Kaler Name: ____________________________
Title: COO & General Counsel Mayor, City of Lakewood
Date: _____________________ Date: ______________________________

ATTACHMENT A
Proposed Site Plan – Palms Park Mini Pitch
Mock-Up – Palms Park Mini Pitch

AMENDMENT NUMBER ONE TO PROFESSIONAL SERVICES AGREEMENT

BETWEEN GATEWAY CITIES COUNCIL OF GOVERNMENTS

AND CITY OF LAKEWOOD FOR IMPLEMENTATION OF

THE GATEWAY CITIES INNOVATION PLAN (LIAISON)
This Amendment Number One (“Amendment”) to the Professional Services Agreement (“Agreement”) is entered into as of June 21, 2023 (“Effective Date”), by and between the Gateway Cities Council of Governments, a California joint powers authority (“GCCOG”), and the City of Lakewood, a California municipal corporation (“Consultant”).

1. Section I of the Agreement is amended to extend the term of the Agreement through December 31, 2023.

2. All other terms of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date set forth above.

GCCOG CONSULTANT
______________________________ ______________________________ Ali Saleh, President Thaddeus McCormack, City Manager
ATTEST
______________________________
Nancy Pfeffer, Secretary

APPROVED AS TO FORM
______________________________
Ivy M. Tsai, General Counsel
1 CITY OF LAKEWOOD

PROFESSIONAL SERVICES AGREEMENT
WITH

ADRIANA LOPEZ
This Professional Services Agreement (“Agreement”) is made and effective as of July 1, 2023 (the “Effective Date”), by and between the City of Lakewood, a California municipal corporation, (the “City”) and Adriana Lopez (“Consultant”). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows:

1. TERM
This Agreement shall commence on the Effective Date, and shall remain and continue in effect until June 30, 2024, unless sooner terminated pursuant to the provisions of this Agreement.

2. SERVICES
Consultant shall perform the services described and set forth in Scope of Services attached hereto as Exhibit A (“Services”), incorporated herein as though set forth in full.

Work hours and days to be negotiated and mutually agreed upon by City and Consultant.

3. PERFORMANCE
Consultant shall at all times faithfully, competently and to the best of Consultant’s ability, experience, and talent, perform all tasks described herein. Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Consultant under this Agreement.

4. CITY MANAGEMENT
The City Manager or designee shall represent the City in all matters pertaining to the administration of this Agreement.

5. PAYMENT
A. The City agrees to pay Consultant for Services satisfactorily performed in accordance with the scope of services in Exhibit A, at a rate of $60.00 per hour.

B. Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein, unless such additional services are authorized in advance and in writing by the City Manager or designee. Consultant shall be compensated for any additional services in the amounts and in the manner as agreed to in writing by the City and Consultant at the time the City’s written authorization is given to Consultant for the performance of said services.

C. Consultant will submit invoices monthly for actual Services performed. Payment shall be made within thirty (30) days of receipt of each invoice as to all nondisputed fees. If the City disputes any of Consultant's Services or fees, it shall give 2 written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth on the invoice. Any final payment under this Agreement shall be made within forty-five (45) days of receipt of an invoice therefor.

6. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE A. The City may at any time, for any reason, without cause, suspend or terminate this Agreement, or any portion hereof, by serving written notice upon Consultant. Upon receipt of said notice, Consultant shall immediately cease all Services under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement, such suspension or termination shall not make void or invalidate the remainder of this Agreement.

B. In the event this Agreement is terminated pursuant to this section, the City shall pay to Consultant the actual value of the Services performed up to the time of termination, unless the City disputes any of the Services performed or fees. Upon termination of the Agreement pursuant to this section, Consultant will submit an invoice to the City pursuant to Section 5.

7. OWNERSHIP OF DOCUMENTS
A. Consultant shall maintain complete and accurate records with respect to tasks, costs, expenses, receipts, and other such information required by the City that relate to the performance of Services under this Agreement. Consultant shall maintain adequate records of Services provided in sufficient detail to permit an evaluation of Services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to the representatives of the City or its designees at reasonable times to such books and records; shall give the City the right to examine and audit said books and records; shall permit the City to make transcripts or copies therefrom as necessary; and shall allow inspection of all Services, data, documents, proceedings, and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment.

B. Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, maps, models, computer files, surveys, notes, and other documents prepared in the course of providing the Services shall become the sole property of the City and may be used, reused, or otherwise disposed of by the City without the permission of Consultant. With respect to computer files, Consultant shall make available to the City, at the Consultant's office and upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring, copying and/or printing computer files. Consultant hereby grants to the City all right, title, and interest, including any copyright, in and to the documents, designs, drawings, maps, models, computer files, surveys, notes, and other documents prepared by Consultant in the course of providing the Services under this Agreement. 3 8. INDEMNIFICATION AND DEFENSE
A. Indemnity.

To the fullest extent permitted by law, Consultant shall indemnify and hold harmless the City and any and all of its officials, officers, employees, agents, and/or volunteers (“Indemnified Parties”) from and against any and all losses, liabilities, damages, costs and expenses, including attorney’s fees and costs, caused in whole or in part by the acts, errors, or omissions of Consultant, its officers, agents, employees, subcontractors, or subconsultants (or any agency or individual that Consultant shall bear the legal liability thereof) in the performance of Services under this Agreement.

B. Duty to Defend.

In the event the City, its officials, officers, employees, agents, and/or volunteers are made a party to any claim, action, lawsuit, or other adversarial proceeding (“Action”) arising from the performance of the Services under this Agreement, whether or not Consultant is named in such Action, and upon demand by the City, Consultant shall defend the City at Consultant’s sole cost, or at the City’s option, to reimburse the City for its costs of defense, including reasonable attorney’s fees and costs incurred in the defense.

C. Payment by the City for Services is not a condition precedent to enforcement of this section. Consultant’s duty to defend, indemnify, and hold harmless the City shall not extend to the City’s sole or active negligence. In the event of any dispute between Consultant and the City as to whether liability arises from the sole or active negligence of the City or its officials, officers, employees, agents, and/or volunteers, Consultant will be obligated to pay for the City’s defense until such time as a final judgment has been entered adjudicating the City as solely or actively negligent. Consultant will not be entitled in the absence of such a determination to any reimbursement of defense costs including, but not limited to, attorney’s fees, expert fees and costs of litigation.

9. INSURANCE
Consultant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit B attached hereto and made a part of this Agreement.

10. INDEPENDENT CONSULTANT
A. Consultant is and shall at all times remain as to the City a wholly independent consultant and/or independent contractor. The personnel performing the services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither the City nor any of its officers, employees, or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees, agents, subcontractors, or subconsultants, except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant’s officers, employees, agents, subcontractors, or subconsultants are in any manner officers, employees, 4 or agents of the City. Consultant shall not incur or have the power to incur any debt, obligation, or liability whatever against the City, or bind the City in any manner.

B. No employee benefits shall be available to Consultant in connection with the performance of this Agreement. Except for the fees paid to Consultant as provided in the Agreement, the City shall not pay salaries, wages, or other compensation to Consultant for performing services hereunder for the City. The City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services hereunder. Consultant shall secure, at its sole expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Consultant and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Consultant shall indemnify and hold the City harmless from any and all taxes, assessments, penalties, and interest asserted against the City by reason of the independent Consultant relationship created by this Agreement. Consultant further agrees to indemnify and hold the City harmless from any failure of Consultant to comply with the applicable worker’s compensation laws. The City shall have the right to offset against the amount of any fees due to Consultant under this Agreement as a result of Consultant’s failure to promptly pay to the City any reimbursement or indemnification arising under this paragraph.

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

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

11. LEGAL RESPONSIBILITIES
Consultant shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of Services 5 pursuant to this Agreement. Consultant shall at all times observe and comply with all such laws and regulations. The City and its officials, officers, employees, and agents, shall not be liable at law or in equity occasioned by failure of Consultant to comply with this Section.

12. UNDUE INFLUENCE
Consultant declares and warrants that no undue influence or pressure was used against or in concert with any officer or employee of the City in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of the City has or will receive compensation, directly or indirectly, from Consultant, or from any officer, employee or agent of Consultant, in connection with this Agreement or any Services to be conducted as a result of this Agreement. Violation of this section shall be a material breach of this Agreement entitling the City to any and all remedies at law or in equity.

13. NO BENEFIT TO ARISE TO LOCAL EMPLOYEES
No member, officer, or employee of the City, or their designees or agents, and no public official who exercises authority over or responsibilities with respect to the Services during his/her tenure or for one year thereafter, shall have any interest, direct or indirect, in any Agreement or sub-agreement, or the proceeds thereof, for Services to be performed under this Agreement.

14. RELEASE OF INFORMATION/CONFLICTS OF INTEREST
A. All information gained by Consultant in performance of this Agreement shall be considered confidential and shall not be released by Consultant without the City's prior written authorization, unless the information is clearly public. Consultant, its officers, employees, agents, subcontractors, or subconsultants, shall not without written authorization from the City Manager or designee, or unless requested by the City’s attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories, or other information concerning the Services performed under this Agreement or relating to the City. Response to a subpoena or court order shall not be considered “voluntary” provided Consultant gives the City notice of such court order or subpoena.

B. Consultant shall promptly notify the City should Consultant, its officers, employees, agents, subcontractors, and/or subconsultants be served with any summons, complaint, notice of deposition, request for documents, interrogatories, request for admissions, or other discovery request (“Discovery”), court order, or subpoena from any person or party regarding this Agreement and the Services performed hereunder or the City, unless the City is a party to any lawsuit, arbitration, or administrative proceeding connected to such Discovery, or unless Consultant is prohibited by law from informing the City of such Discovery. The City retains the right, but has no obligation, to represent Consultant and/or be present at any deposition, hearing, or similar proceeding as allowed by law. Unless the City is a party to the lawsuit, arbitration, or administrative proceeding and is adverse to Consultant in such proceeding, Consultant agrees to cooperate fully with the City and to provide the opportunity to review any response to discovery requests 6 provided by Consultant. However, the City's right to review any such response does not imply or mean the right by the City to control, direct, or rewrite said response, or that the City has an obligation to review any such response or verifies any response it has reviewed.

15. NOTICES
Any notices which either party may desire to give to the other party under this Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, which provides a receipt showing date and time of delivery, or (iii) mail by the United States Postal Service, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by notice:

To the City: City of Lakewood
5050 Clark Avenue
Lakewood, CA 90712
Attention: City Manager
To Consultant: Adriana Lopez
5541 Ravia Street
Lakewood, CA 90713

16. ASSIGNMENT
Consultant shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without prior written consent of the City. Before retaining or contracting with any subcontractor or subconsultant for any services under this Agreement, Consultant shall provide the City with the identity of the proposed subcontractor or subconsultant, a copy of the proposed written contract between Consultant and such subcontractor or subconsultant which shall include and indemnity provision similar to the one provided herein and identifying the City as an indemnified party, or an incorporation of the indemnity provision provided herein, and proof that such proposed subcontractor or subconsultant carries insurance at least equal to that required by this Agreement or obtain a written waiver from the City for such insurance.

17. LICENSES
At all times during the term of this Agreement, Consultant shall have in full force and effect all licenses required of it by law for the performance of the Services described in this Agreement.

18. GOVERNING LAW
The City and Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties, and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this 7 Agreement shall take place in the municipal, superior, or federal district court with jurisdiction over the City.

19. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written and pertaining to the subject of this Agreement or with respect to the terms and conditions of this Agreement shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party’s own independent investigation of any and all facts such party deems material.

20. AMENDMENTS
Any amendments to this Agreement must be in writing and executed by the parties hereto, or their respective successors and assigns, in order to be valid.

21. ATTORNEYS’ FEES
In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof.

22. CONSTRUCTION
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

23. WAIVER
The delay or failure of any party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.

24. SEVERABILITY
If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, 8 based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.

25. COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.

26. AUTHORITY TO EXECUTE THIS AGREEMENT
The persons executing this Agreement on behalf of the parties warrant and represent that they have the authority to execute this Agreement on behalf of said parties and have the authority to bind the parties to the provisions of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date.
[If Consultant is a corporation, two signatures are required: Signature 1 – the Chairperson of the Board, the President, or any Vice President; Signature 2 – the Secretary, any Assistant Secretary, the Chief Financial Officer, or any Assistant Treasurer (Corp. Code § 313).]

CITY OF LAKEWOOD CONSULTANT
____________________________ ____________________________ Mayor Adriana Lopez
ATTEST:
______________________
City Clerk
APPROVED AS TO FORM:
______________________
City Attorney
Attachments: Exhibit A Scope of Services
Exhibit B Insurance Requirements

EXHIBIT A
Scope of Services

HOMELESS SERVICES LIAISON
Rate of Pay: $60 per hour
Contract Position - Limited Term/No Benefits
This contract position is grant funded and currently available through June 30, 2024. Duration of this contract position may be extended if grant funding is extended. The Homeless Liaison will serve the cities of Hawaiian Gardens, Lakewood and Signal Hill.

Under general direction, the Homeless Services Liaison, serves as the cities of Hawaiian Gardens’, Lakewood’s, and Signal Hill’s connection to other homeless service agencies; helps ensure direct services are met in the respective communities by creating connections with homeless individuals therein. Specifically, this contract position is responsible for working in coordination with the cities’ homeless services staff and connecting with the Los Angeles County Departments of Public Health, Health Services and Mental Health, as well as the Los Angeles Homeless Services Authority (LAHSA), People Assisting the Homeless (PATH) and any other relevant entity or agency to further efforts in assisting homeless clients.

Examples of Duties
Duties may include, but are not limited to the following:
 Represents the cities of Hawaiian Gardens, Lakewood, and Signal Hill at public meetings, interagency planning meetings and other policy-related events and at Coordinated Entry System planning meetings as needed
 Provides communication between school communities
 Ensures County resources are working (shelters and services)  Works closely with Los Angeles County Sheriff’s Department or Signal Hill Police Department, public safety, code enforcement, or other city staffs
 Leads the network of local non-profit organizations such as PATH, Whole Child and LAHSA and City Departments concerned with or affected by homelessness to identify and respond to issues and needs, ranging from direct services and housing to policy  Represents the Cities of Hawaiian Gardens, Lakewood, and Signal Hill’s concerns at homeless services-related meetings in the Continuum of Care, Coalitions and Coordinated Entry System
 Represents Hawaiian Gardens, Lakewood, and Signal Hill at homeless committees and community meetings
 Maintains reports, logs and files and databases
 Documents and records information electronically and in written format  Assists clients in connecting to appropriate service providers  Conducts crisis intervention as needed
 May provide own transportation for work related travel as necessary  Performs other related duties as assigned
Qualifications
EDUCATION & EXPERIENCE: Bachelor's degree from an accredited college or university in social services, human services, public or business administration or a closely related field and two years of applicable work experience providing case management, social services, and/or working with the homeless (individuals and/or families) in outreach and engagement services.

Additional applicable work experience in providing case management, social services and/or working with the homeless in outreach and engagement services may be substituted for the education requirement. Experience with the Homeless Management Information System (HMIS) is strongly preferred.

LICENSE: Possession of a valid Class "C" operator's license issued by the California State Department of Motor Vehicles and a good driving record. Incumbents must carry active and adequate auto insurance of driving any vehicle not owned or leased by the cities of Hawaiian Gardens, Lakewood and Signal Hill.

KNOWLEDGE OF: Local, state, and federal homeless and housing policies; local homeless services and housing programs; substance abuse recovery, mental health and health care systems; procedures for planning, implementing, and maintaining a variety of homeless outreach and engagement services and programs; public speaking and communication skills; Windows Operating System, latest version of Microsoft Office (Word, Excel, PowerPoint, Access) Outlook and at least one database application; Homeless Management Information System (HMIS).

SKILLS AND ABILITIES TO: Communicate professionally and effectively both orally and in writing, with City Council, City leadership, City staff, community partners, non-profits and other organizations; engage in public speaking; work effectively with diverse constituencies ranging from homeless individuals to elected officials; establish and maintain positive working relationships with those you come in contact with; provide direct service to homeless individuals and/or families; communicate effectively with persons displaying psychological and substanceinduced behaviors such as depression, anger and confusion; and operate a computer and demonstrate competency in database use.

PHYSICAL AND MENTAL DEMANDS/ ENVIRONMENTAL CONDITIONS: Ability to see and hear within normal ranges and dexterity to read, write, type, file, operate office equipment such as a computer, telephone, calculator, copier, fax machine, pencils, pens, scissors, stapler; ability to drive vehicle (city vehicle); communicate orally, in writing and over the telephone; understand written and verbal directions.; ability to lift and carry up to 25 pounds, stand, walk, and sit for extended periods of time, may walk on uneven surfaces; bend, stoop, kneel, crouch or crawl; work indoors and outdoors, when working outdoors, the incumbent may be exposed to heat and cold and the elements and may necessitate exposure to environmental factors.

EXHIBIT B

INSURANCE REQUIREMENTS
Without limiting Consultant’s indemnification of the City, and prior to commencement of Services, Consultant shall obtain, provide, and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to the City. If the Consultant maintains higher limits than the minimum limits shown below, the City requires and shall be entitled to coverage for the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

General liability insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended.

Any endorsement restricting standard ISO “insured contract” language will not be accepted.

Automobile liability insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.

Consultant shall submit to the City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of the City, its officers, agents, employees, and volunteers.

Umbrella or excess liability insurance. Consultant shall obtain and maintain an umbrella or excess liability insurance policy with limits that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability, automobile liability, and employer’s liability. Such policy or policies shall include the following terms and conditions:
 A drop-down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason;  Pay on behalf of wording as opposed to reimbursement;  Concurrency of effective dates with primary policies;  Policies shall “follow form” to the underlying primary policies; and  Insureds under primary policies shall also be insureds under the umbrella or excess policies.

Other provisions or requirements
Proof of insurance. Consultant shall provide certificates of insurance to the City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by the City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with the City at all times during the term of this Agreement. The City reserves the right to require complete, certified copies of all required insurance policies at any time.

Duration of coverage. Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, or Consultant’s agents, representatives, employees, subcontractors, or subconsultants.

Primary/noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by the City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.

The City’s rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, the City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by the City will be promptly reimbursed by Consultant or the City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, the City may immediately terminate this Agreement.

Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager.

Waiver of subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against the City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against the City, and shall require similar written express waivers and insurance clauses from each of its subcontractors or subconsultants.

Enforcement of Agreement provisions (non estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder.

Requirements not limiting. Requirements of specific coverage features or limits contained in this Agreement are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type.

Notice of cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to the City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage.

Additional insured status. General liability policies shall provide or be endorsed to provide that the City and its officers, officials, employees, agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.

Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to the City and approved of in writing.

Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions.

Pass through clause. Consultant agrees to ensure that its subcontractors or subconsultants, and any other party involved with the Services who is brought onto or involved in the Services by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with Consultants, subcontractors, subconsultants, and others engaged in the Services will be submitted to the City review.

The City’s right to revise specifications. The City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to Consultant, the City and Consultant may renegotiate Consultant’s compensation or come to some other agreement to address the additional cost.

Self-insured retentions. Any self-insured retentions must be declared to and approved by the City. The City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by the City.

Timely notice of claims. Consultant shall give the City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.

Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Services.

5074327.1
Jackson D. McNeill
D: 310.746.4424
[email protected]
Ref: 15255-0001
June 16, 2023

VIA ELECTRONIC MAIL ONLY
Mayor and Honorable City Councilmembers
City of Lakewood
5050 Clark Avenue
Lakewood, California 90712
Email: [email protected]
Paul Kuykendall AICP, Senior Planner
City of Lakewood
5050 Clark Avenue
Lakewood, California 90712
Email: [email protected]
Jo Mayberry, City Clerk
City of Lakewood
5050 Clark Avenue
Lakewood, California 90712
Email: [email protected]
Frankie Griffiths, Assistant Planner
City of Lakewood
5050 Clark Avenue
Lakewood, California 90712
Email: [email protected]
Re: Applicant and Appellant’s joint request to hear the appeal of Conditional Use Permit No. 279, Amendment No. 3 de novo and to set a hearing on the merits for August 8, 2023.

Mayor and Honorable City Councilmembers:

Our firm represents appellant Shakouri Investment Group, LLC in the appeal of Conditional Use Permit No. 279, Amendment No. 3 concerning 4311 South Street in Lakewood, California (“Appeal”). Alston & Bird LLP represents applicant Mohamad Elbiali. Staff intends to agendize the Appeal for the City Council’s June 27, 2023, meeting.

The Lakewood Municipal Code (“LMC”) provides that “the City Council may, by majority action at any time during the course of the review of a decision of the Planning Commission … determine that a new hearing should be heard for the purpose of taking new or additional evidence….” LMC § 9407.5. It continues: “In such an event, a new hearing shall be set by the City Council….” Id.

Pursuant to this section, applicant and appellant jointly request that the City Council open the public hearing on June 27, 2023, and immediately adopt a motion to hear the Appeal de novo Lakewood City Council
June 16, 2023

Page 2 ends

5074327.1
and continue the hearing to August 8, 2023.1 Applicant and appellant make this request for the purposes of providing new and additional evidence and in order to serve the convenience of the parties.

Should you have any questions regarding this request, please do not hesitate to contact applicant or appellant’s attorneys.

Very truly yours,
JACKSON D. MCNEILL
Elkins Kalt Weintraub Reuben Gartside LLP
JOINED ON BEHALF OF APPLICANT:

Very truly yours,

JEFFREY CARLIN
Alston & Bird LLP
cc: Ed Casey ([email protected])
Steve Skolnik ([email protected])
1 Per LMC section 9407.5, and based on conversations with counsel for the City of Lakewood, Steve Skolnik (copied here), we understand that, upon adopting a motion to hear the Appeal de novo, the Council cannot hear the Appeal immediately thereafter, but must set a new date to hear the Appeal on the merits.

FilmLA.com FILMMAKERS’ CODE OF PROFESSIONAL RESPONSIBILITY Dear Neighbors:

At FilmLA, we work to create an environment where on-location filming is conducted with professionalism and courtesy. Our mission is to coordinate permits for on-location filming in a way that minimizes the impact of film production on your neighborhood. Production companies should strive to adhere to this Filmmakers’ Code of Professional Responsibility. If you find a production company is not complying with the provisions below, please call us at 213.977.8600, day or night.

Dear Filmmakers:

You can count on FilmLA to apply our knowledge and expertise to help you film in local neighborhoods. Maintaining a positive working relationship with community members will help ensure continued access to the greatest variety of locations. As a guest in area neighborhoods, you are obligated to treat the public and the location with courtesy. The provisions in this code are a part of your permit.
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The production company must comply with the
provisions of the film permit at all times.

The Filmmakers’ Code of Professional Responsibility will be attached to every permit, and both must be shown to any member of the public that asks to see them.

If not specified in the permit, an area for meal service and consumption must be designated. All trash must be disposed of properly upon completion of the meal.

Removing, trimming and/or cutting of vegetation or trees is prohibited unless approved by the owner, or in the case of parkway trees, the local municipality and property owner.

Productions arriving on-location in or near a residential neighborhood shall enter the area no earlier than the time stipulated on the permit.

All members of the production company should wear clothing that conforms to good taste and common sense. Shoes and shirts must be worn at all times.

Moving or towing vehicles is prohibited without the permission of the local municipality or the vehicle owner.

Crew members should not display signs, posters or pictures that do not reflect common sense and good taste.

Cast and crew must observe designated parking areas.

Parking of cast and crew vehicles on public streets is
prohibited unless authorized by the film permit.

Cast and crew shall refrain from using lewd or offensive language within earshot of the general public.

Parking on both sides of public streets is prohibited unless specifically authorized by the film permit.

Cast and crew must not bring guests or pets to the location, unless expressly authorized by the permit.

Production vehicles may not block driveways without
the express permission of the local municipality or the driveway owner.

All catering, crafts service, construction, strike and personal trash must be removed from the location.

Noise levels should be kept as low as possible. Generators and vehicles producing exhaust should be placed as far as practical from residential buildings. Do not let engines run unnecessarily All signs removed (or erected) for filming purposes must be replaced (or removed) after use of the location unless otherwise stipulated by the location agreement or permit.

Cast and crew are to remain on or near the area that has been permitted. Do not trespass onto neighboring residential or commercial property.

When departing the location, all signs posted to direct production company personnel to the location must be
removed.

Designated smoking areas must be observed, and cigarettes must always be extinguished in butt cans.

When production ID passes are issued, every crew member must wear the pass while on-location.

1 CITY OF LAKEWOOD

PROFESSIONAL SERVICES AGREEMENT
WITH WOOD RODGERS, INC.

This Professional Services Agreement (“Agreement”) is made and effective as of June 27, 2023 (the “Effective Date”), by and between the City of Lakewood, a California municipal corporation, (the “City”) and Wood Rodgers, Inc., a California corporation (“Consultant”). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows:

1. TERM
This Agreement shall commence on the Effective Date, and shall remain and continue in effect until December 31, 2024, and may be renewed by City with the concurrence of Contractor for any successive one or two-year term, unless sooner terminated pursuant to the provisions of this Agreement.

2. SERVICES
Consultant shall perform the services described and set forth in Consultant’s Proposal attached hereto as Exhibit A (“Services”), incorporated herein as though set forth in full.

PERFORMANCE
Consultant shall at all times faithfully, competently and to the best of Consultant’s ability, experience, and talent, perform all tasks described herein. Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Consultant under this Agreement.

3. CITY MANAGEMENT
The City Manager or designee shall represent the City in all matters pertaining to the administration of this Agreement.

4. PAYMENT
A. The City agrees to pay Consultant for Services satisfactorily performed in accordance with the fees set forth in Exhibit A, in an amount not to exceed $410,395.

B. Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein, unless such additional services are authorized in advance and in writing by the City Manager or designee. Consultant shall be compensated for any additional services in the amounts and in the manner as agreed to in C. writing by the City and Consultant at the time the City’s written authorization is given to Consultant for the performance of said services.

D. Consultant will submit invoices monthly for actual Services performed. Payment shall be made within thirty (30) days of receipt of each invoice as to all nondisputed fees. If the City disputes any of Consultant's Services or fees, it shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth on the invoice. Any final payment under this 2 Agreement shall be made within forty-five (45) days of receipt of an invoice therefor.

5. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE A. The City may at any time, for any reason, without cause, suspend or terminate this Agreement, or any portion hereof, by giving at least thirty (30) days prior written notice to Contractor. Upon receipt of said notice, Consultant shall immediately cease all Services under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement, such suspension or termination shall not make void or invalidate the remainder of this Agreement.

B. In the event this Agreement is terminated pursuant to this section, the City shall pay to Consultant the actual value of the Services performed up to the time of termination, unless the City disputes any of the Services performed or fees. Upon termination of the Agreement pursuant to this section, Consultant will submit an invoice to the City pursuant to Section 5.

6. DEFAULT OF CONSULTANT
If the City determines that Consultant is in default in the performance of any of the terms or conditions of this Agreement, the City shall serve Consultant a written notice of the default. Consultant shall have seven (7) days after service of said notice to cure the default. In the event that Consultant fails to cure the default within such period of time or fails to present the City with a written plan for the diligent cure of default if such default cannot be cured within seven days, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement. The City shall also have the right to offset against the amount of any fees due to Consultant any costs incurred by the City as a result of Consultant’s default.

7. OWNERSHIP OF DOCUMENTS
A. Consultant shall maintain complete and accurate records with respect to tasks, costs, expenses, receipts, and other such information required by the City that relate to the performance of Services under this Agreement. Consultant shall maintain adequate records of Services provided in sufficient detail to permit an evaluation of Services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to the representatives of the City or its designees at reasonable times to such books and records; shall give the City the right to examine and audit said books and records; shall permit the City to make transcripts or copies therefrom as necessary; and shall allow inspection of all Services, data, documents, proceedings, and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment.

B. Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, maps, models, computer files, surveys, notes, and other documents prepared in the course of providing the Services shall become the sole property of the City and may be used, reused, or 3 otherwise disposed of by the City without the permission of Consultant. With respect to computer files, Consultant shall make available to the City, at the Consultant's office and upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring, copying and/or printing computer files. Consultant hereby grants to the City all right, title, and interest, including any copyright, in and to the documents, designs, drawings, maps, models, computer files, surveys, notes, and other documents prepared by Consultant in the course of providing the Services under this Agreement.

8. INDEMNIFICATION AND DEFENSE
A. Indemnity.

To the fullest extent permitted by law, Consultant shall indemnify and hold harmless the City and any and all of its officials, officers, employees, agents, and/or volunteers (“Indemnified Parties”) from and against any and all losses, liabilities, damages, costs and expenses, including attorney’s fees and costs, caused in whole or in part by the acts, errors, or omissions of Consultant, its officers, agents, employees, subcontractors, or subConsultants (or any agency or individual that Consultant shall bear the legal liability thereof) in the performance of Services under this Agreement.

B. Duty to Defend.

In the event the City, its officials, officers, employees, agents, and/or volunteers are made a party to any claim, action, lawsuit, or other adversarial proceeding (“Action”) arising from the performance of the Services under this Agreement, whether or not Consultant is named in such Action, and upon demand by the City, Consultant shall defend the City at Consultant’s sole cost, or at the City’s option, to reimburse the City for its costs of defense, including reasonable attorney’s fees and costs incurred in the defense.

C. Payment by the City for Services is not a condition precedent to enforcement of this section. Consultant’s duty to defend, indemnify, and hold harmless the City shall not extend to the City’s sole or active negligence. In the event of any dispute between Consultant and the City as to whether liability arises from the sole or active negligence of the City or its officials, officers, employees, agents, and/or volunteers, Consultant will be obligated to pay for the City’s defense until such time as a final judgment has been entered adjudicating the City as solely or actively negligent. Consultant will not be entitled in the absence of such a determination to any reimbursement of defense costs including, but not limited to, attorney’s fees, expert fees and costs of litigation.

9. INSURANCE
Consultant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit B attached hereto and made a part of this Agreement.

10. INDEPENDENT CONSULTANT
A. Consultant is and shall at all times remain as to the City a wholly independent Consultant and/or independent contractor. The personnel performing the services under this Agreement on behalf of Consultant shall at all times be under 4 Consultant's exclusive direction and control. Neither the City nor any of its officers, employees, or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees, agents, subcontractors, or subConsultants, except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant’s officers, employees, agents, subcontractors, or subConsultants are in any manner officers, employees, or agents of the City. Consultant shall not incur or have the power to incur any debt, obligation, or liability whatever against the City, or bind the City in any manner.

B. No employee benefits shall be available to Consultant in connection with the performance of this Agreement. Except for the fees paid to Consultant as provided in the Agreement, the City shall not pay salaries, wages, or other compensation to Consultant for performing services hereunder for the City. The City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services hereunder. Consultant shall secure, at its sole expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Consultant and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Consultant shall indemnify and hold the City harmless from any and all taxes, assessments, penalties, and interest asserted against the City by reason of the independent Consultant relationship created by this Agreement. Consultant further agrees to indemnify and hold the City harmless from any failure of Consultant to comply with the applicable worker’s compensation laws. The City shall have the right to offset against the amount of any fees due to Consultant under this Agreement as a result of Consultant’s failure to promptly pay to the City any reimbursement or indemnification arising under this paragraph.

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

D. Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, subcontractors, and subConsultants providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by the City, including but not limited to eligibility to enroll in PERS as an employee of the City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.
5 11. LEGAL RESPONSIBILITIES
Consultant shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of Services pursuant to this Agreement. Consultant shall at all times observe and comply with all such laws and regulations. The City and its officials, officers, employees, and agents, shall not be liable at law or in equity occasioned by failure of Consultant to comply with this Section.

12. UNDUE INFLUENCE
Consultant declares and warrants that no undue influence or pressure was used against or in concert with any officer or employee of the City in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of the City has or will receive compensation, directly or indirectly, from Consultant, or from any officer, employee or agent of Consultant, in connection with this Agreement or any Services to be conducted as a result of this Agreement. Violation of this section shall be a material breach of this Agreement entitling the City to any and all remedies at law or in equity.

13. NO BENEFIT TO ARISE TO LOCAL EMPLOYEES
No member, officer, or employee of the City, or their designees or agents, and no public official who exercises authority over or responsibilities with respect to the Services during his/her tenure or for one year thereafter, shall have any interest, direct or indirect, in any Agreement or sub-agreement, or the proceeds thereof, for Services to be performed under this Agreement.

14. RELEASE OF INFORMATION/CONFLICTS OF INTEREST
A. All information gained by Consultant in performance of this Agreement shall be considered confidential and shall not be released by Consultant without the City's prior written authorization, unless the information is clearly public. Consultant, its officers, employees, agents, subcontractors, or subConsultants, shall not without written authorization from the City Manager or designee, or unless requested by the City’s attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories, or other information concerning the Services performed under this Agreement or relating to the City. Response to a subpoena or court order shall not be considered “voluntary” provided Consultant gives the City notice of such court order or subpoena.

B. Consultant shall promptly notify the City should Consultant, its officers, employees, agents, subcontractors, and/or subConsultants be served with any summons, complaint, notice of deposition, request for documents, interrogatories, request for admissions, or other discovery request (“Discovery”), court order, or subpoena from any person or party regarding this Agreement and the Services performed hereunder or the City, unless the City is a party to any lawsuit, arbitration, or administrative proceeding connected to such Discovery, or unless Consultant is prohibited by law from informing the City of such Discovery. The City retains the right, but has no obligation, to represent Consultant and/or be present at any deposition, hearing, or similar proceeding as allowed by law.

Unless the City is a party to the lawsuit, arbitration, or administrative proceeding 6 and is adverse to Consultant in such proceeding, Consultant agrees to cooperate fully with the City and to provide the opportunity to review any response to discovery requests provided by Consultant. However, the City's right to review any such response does not imply or mean the right by the City to control, direct, or rewrite said response, or that the City has an obligation to review any such response or verifies any response it has reviewed.

15. NOTICES
Any notices which either party may desire to give to the other party under this Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, which provides a receipt showing date and time of delivery, or (iii) mail by the United States Postal Service, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by notice:

To the City: City of Lakewood
5050 Clark Avenue
Lakewood, CA 90712
Attention: Director of Water Resources
To Consultant: Wood Rodgers, Inc.
3301 C Street, Bldg 100-B
Sacramento, CA 95816
Attention: Kevin Gustorf, P.E.

16. ASSIGNMENT
Consultant shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without prior written consent of the City. Before retaining or contracting with any subcontractor or subConsultant for any services under this Agreement, Consultant shall provide the City with the identity of the proposed subcontractor or subConsultant, a copy of the proposed written contract between Consultant and such subcontractor or subConsultant which shall include and indemnity provision similar to the one provided herein and identifying the City as an indemnified party, or an incorporation of the indemnity provision provided herein, and proof that such proposed subcontractor or subConsultant carries insurance at least equal to that required by this Agreement or obtain a written waiver from the City for such insurance.

17. LICENSES
At all times during the term of this Agreement, Consultant shall have in full force and effect all licenses required of it by law for the performance of the Services described in this Agreement.

18. GOVERNING LAW
The City and Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties, and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this 7 Agreement shall take place in the municipal, superior, or federal district court with jurisdiction over the City.

19. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written and pertaining to the subject of this Agreement or with respect to the terms and conditions of this Agreement shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party’s own independent investigation of any and all facts such party deems material.

20. AMENDMENTS
Any amendments to this Agreement must be in writing and executed by the parties hereto, or their respective successors and assigns, in order to be valid.

21. ATTORNEYS’ FEES
In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof.

22. CONSTRUCTION
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

23. WAIVER
The delay or failure of any party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.

24. SEVERABILITY
If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction 8 shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.

25. COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.

26. AUTHORITY TO EXECUTE THIS AGREEMENT
The persons executing this Agreement on behalf of the parties warrant and represent that they have the authority to execute this Agreement on behalf of said parties and have the authority to bind the parties to the provisions of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date.
[If Consultant is a corporation, two signatures are required: Signature 1 – the Chairperson of the Board, the President, or any Vice President; Signature 2 – the Secretary, any Assistant Secretary, the Chief Financial Officer, or any Assistant Treasurer (Corp. Code § 313).]

CITY OF LAKEWOOD CONSULTANT
____________________________ ____________________________ Mayor
ATTEST: CONSULTANT
____________________________ ____________________________ City Clerk
APPROVED AS TO FORM:
___________________________
City Attorney
Attachments: Exhibit A Consultant’s Proposal
Exhibit B Insurance Requirements
9 EXHIBIT A
CONSULTANT’S PROPOSAL
10 11
12 13
14 15
16 17
18 EXHIBIT B

INSURANCE REQUIREMENTS
Without limiting Consultant’s indemnification of the City, and prior to commencement of Services, Consultant shall obtain, provide, and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to the City. If the Consultant maintains higher limits than the minimum limits shown below, the City requires and shall be entitled to coverage for the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

General liability insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended.

Any endorsement restricting standard ISO “insured contract” language will not be accepted.

Automobile liability insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.

Consultant shall submit to the City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of the City, its officers, agents, employees, and volunteers.

Umbrella or excess liability insurance. Consultant shall obtain and maintain an umbrella or excess liability insurance policy with limits that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability, automobile liability, and employer’s liability. Such policy or policies shall include the following terms and conditions:
 A drop-down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason;
 Pay on behalf of wording as opposed to reimbursement;  Concurrency of effective dates with primary policies;  Policies shall “follow form” to the underlying primary policies; and  Insureds under primary policies shall also be insureds under the umbrella or excess policies.

Other provisions or requirements
Proof of insurance. Consultant shall provide certificates of insurance to the City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by the City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with the City at all times during the term of this Agreement. The City reserves the right to require complete, certified copies of all required insurance policies at any time. 19 Duration of coverage. Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, or Consultant’s agents, representatives, employees, subcontractors, or subConsultants.

Primary/noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by the City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.

The City’s rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, the City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by the City will be promptly reimbursed by Consultant or the City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, the City may immediately terminate this Agreement.

Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager.

Waiver of subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against the City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against the City, and shall require similar written express waivers and insurance clauses from each of its subcontractors or subConsultants.

Enforcement of Agreement provisions (non estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder.

Requirements not limiting. Requirements of specific coverage features or limits contained in this Agreement are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type.

Notice of cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to the City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. 20 Additional insured status. General liability policies shall provide or be endorsed to provide that the City and its officers, officials, employees, agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.

Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to the City and approved of in writing.

Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions.

Pass through clause. Consultant agrees to ensure that its subcontractors or subConsultants, and any other party involved with the Services who is brought onto or involved in the Services by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with Consultants, subcontractors, subConsultants, and others engaged in the Services will be submitted to the City review.

The City’s right to revise specifications. The City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to Consultant, the City and Consultant may renegotiate Consultant’s compensation or come to some other agreement to address the additional cost.

Self-insured retentions. Any self-insured retentions must be declared to and approved by the City. The City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by the City.

Timely notice of claims. Consultant shall give the City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.

Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Services.

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SERVICE AGREEMENT
This Service Agreement (the “Agreement”) is dated the 24th of May, 2023, between City of Lakewood, CA, (hereinafter “City”), and Care Solace, Inc., a Delaware corporation (hereinafter “Care Solace”). City and Care Solace may be referred to individually as “Party,” or collectively as “Parties.”

RECITALS
WHEREAS, Care Solace provides a web-based navigation system to assist its clients and the City’s residents in locating and connecting with mental health treatment providers (hereinafter the “Services”), and agrees to provide the Services to City on the terms and conditions set forth in this Agreement; and WHEREAS, City desires for Care Solace to assist it in connecting its employees and residents with mental health treatment providers.

TERMS AND CONDITIONS
NOW, THEREFORE, in consideration of the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Scope of Services

1. Care Solace shall provide the Services as follows:

1.1 Care Solace owns and operates a website located at the URL caresolace.org which provides information related to mental health treatment providers (hereinafter the “Main Site”). As part of this Agreement, Care Solace will manage and operate a version of the Main Site that is branded with City’s name (hereinafter the “Branded Site”). Care Solace will take all reasonable steps to ensure the Branded Site is live in July2023. Care Solace will provide access to the Branded Site to users authorized by the City, including City employees and residents (hereinafter the “Authorized Users”), on a Software-as-a-Service (“SaaS”) basis pursuant to the terms and conditions set forth in Paragraphs 26-34, infra.

1.2 Care Solace shall also facilitate a process called the “Warm Handoff®,” whereby a limited subset of City employees or other individuals to whom City has outsourced institutional services (hereinafter “Independent Contractors”), provide Care Solace with contact information of a resident in need of mental health treatment providers (hereinafter the “Treatment Providers”). Care Solace will then work directly with the resident or the resident’s parent or legal guardian to connect the resident to Treatment Providers.

1.3 In addition to providing Authorized Users with access to the Branded Site, Care Solace will also provide Authorized Users with telephone and email access to a Care Companion™. The Care Companions are care coordinators with experience in customer service, trained to navigate the mental health system and health insurance.

The Care Companions are not licensed mental health professionals and do not diagnose, assess or evaluate. No provider-patient relationship is formed by provision of services by a Care Companion to an Authorized User. The Care Companions are not a crisis response team. The Care Companions are available to work directly with Authorized Users to connect them with Treatment Providers. Care Companions are available 24 hours per day, 7 days per week.

1.4 Care Solace connects Authorized Users with Treatment Providers based on criteria such as geographic proximity, whether the provider accepts the Authorized User’s insurance, and whether the provider is accepting new patients.

Care Solace will use reasonable efforts to have each Treatment Provider it refers to Authorized Users reviewed through Care Solace’s verification process. The information available on Treatment Providers through the verification process may vary significantly.

Care Solace is Not a Treatment Provider

2. Care Solace is not a mental health treatment provider or a provider network, and does not provide mental health treatment or other health care treatment to Authorized Users. Rather, Care Solace acts solely as a care coordinator by connecting Authorized Users to Treatment Providers. Care Solace does not represent, warrant or guarantee that Treatment Providers are of a particular quality. Care Solace shall not be liable for the quality of care provided by Treatment Providers.

Implementation Process

3. Care Solace will provide an onsite or virtual walk-through of the Services to City representatives designated by City in order to demonstrate the features and functionality of the Services.

4. Care Solace will conduct initial on-boarding training sessions with City staff designated by City in order to explain and demonstrate the Services.

5. Care Solace will provide training and on-going support concerning the use and functionality of the Services to key stakeholders of City as requested by City.

6. Care Solace will assist in providing access to the Branded Site on City’s website, as requested by City.

7. Upon request by City, Care Solace will provide email/text templates for City to deliver to City residents up to four times per year, to remind them of the Services and provide the URL for the Branded Site.

8. City shall designate one of its employees as its principal contact for communicating with Care Solace regarding technical issues in the provision of the Services, and shall notify Care Solace of such designation in writing within fifteen (15) days of the execution of this Agreement. City may change its principal contact from time to time by providing written notice to Care Solace pursuant to Paragraph 54, infra.

Term of Agreement and Fees

9. This Agreement shall be effective as of July 1, 2023 (hereinafter the “Effective Date”).

10. The initial term of this Agreement (hereinafter the “Initial Term”) will begin on July 1, 2023 and continue through December 31, 2023. This Agreement will automatically renew for an additional six (6) month term (hereinafter, "Additional Term") on January 1, 2024, following the Initial Term, unless City provides Care Solace with at least thirty (30) days' prior written notice in accordance with the requirements of Paragraph 54, infra, to terminate the Additional Term. This Agreement may be renewed for one-year terms (hereinafter, each a “Renewal Term”) on July 1 of each year following the Initial Term and Additional Term (hereinafter the “Renewal Date”); Renewal Term pricing will be as determined and agreed to by the Parties.

11. In exchange for the Services contemplated under this Agreement, City will compensate Care Solace as follows:

11.1. For the Initial Term, July 1, 2023 to December 31, 2023, City will pay $33,750 to Care Solace upon execution of this Agreement (based on a City population of 45,000, not including school district students and parents, to be confirmed by City).

11.2 For the Additional Term January 1, 2024 thru June 30, 2024, City will pay $33,750 to Care Solace on or around January 1, 2024.

12. The fees set forth in Paragraph 11, supra, shall be earned by Care Solace when paid and shall not be subject to a prorated refund in the event of a termination without cause by City of this Agreement prior to the end of the Term.

13. To ensure continuity of the Services in the event the Parties execute a new Agreement after the expiration of the Term, Care Solace will continue to provide the Services for a grace period of ninety (90) days after expiration of the Term to allow for negotiation of a subsequent new Agreement. During this grace period, all terms of the Agreement shall remain in full force and effect, and any new Agreement beginning after this grace period shall be retroactive to the expiration date.

14. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (United States Dollars).

Termination of Agreement

15. City may terminate without cause this Agreement at any time after providing Care Solace with thirty (30) days written notice, pursuant to Paragraph 54, infra. In the event of termination without cause pursuant to this paragraph, the fees paid by City shall not be subject to a prorated refund.

16. In the event that Care Solace determines, in its sole and absolute discretion, to cease to offer the Services to new clients and to discontinue support of the Services for existing clients, Care Solace may terminate this Agreement without cause by providing City with sixty (60) days written notice pursuant to Paragraph 54, infra. In the event of termination without cause pursuant to this paragraph, the fees paid by City shall be subject to a prorated refund.

17. If either Party fails to comply with any of the material terms and conditions of this Agreement, including, without limitation, the payment of any fee to Care Solace, the non-breaching Party may terminate this Agreement with cause upon thirty (30) days written notice to the breaching Party specifying the breach(es). Upon receiving written notice of a specified breach, the breaching Party shall have a thirty (30) day cure period to remedy the specified breaches. The written notice must be provided in accordance with Paragraph 54, infra.

17.1. Only in the event that a Party fails to remedy a specified breach within the thirty (30) day cure period shall such a breach be considered a “Dispute” subject to the dispute resolution provisions set forth in Paragraphs 42-50, infra.

17.2. The written notice to a breaching Party specifying any breach(es) of the material terms of this Agreement and the thirty (30) day cure period set forth in this Paragraph 17 are conditions precedent to any Party’s ability to provide the other Party with notice of a Dispute under Paragraph 43, infra.

Data and Information Privacy

18. Care Solace and City each agree to comply with all data privacy laws and requirements, state and federal, to which they are each subject, which may include, without limitation, the Children’s Online Privacy Protection Act, 15 U.S.C. §§ 6501-6506 (hereinafter “COPPA”), and the provisions of HIPAA set forth in Paragraph 19, infra.

19. Care Solace and City each agree that City personnel may have access to Protected Health Information (hereinafter “PHI”) that is subject to the requirements of the Health Insurance Portability and Accountability Act of 1996 (HIPAA) (codified at 45 C.F.R. Parts 160, 162, and 164 and related regulations). In the event that: (i) City is considered to be a HIPAA covered entity; (ii) Care Solace is considered to be a HIPAA business associate; and (iii) City personnel are providing PHI to Care Solace, then Care Solace warrants that it will appropriately safeguard PHI (as that term is defined in 45 C.F.R. 160.103), and agrees that to the extent it applies, Care Solace will comply with the provisions of 45 C.F.R. 164 Subpart E regarding use and disclosure of PHI. Care Solace shall execute a Business Associate Agreement if requested by City.

19.1 The Parties agree that to the extent this Agreement is subject to any state or federal law provisions governing health care fraud and abuse, the Parties shall comply with applicable local, state, and federal statutes, rules, and regulations, which may include, but not be limited to, 42 U.S.C. § 1320a-7b(b) (the Anti-Kickback Statute), 42 U.S.C. § 1395nn (the Stark Law), and the California Physician Ownership and Referral Act of 1993, to the extent applicable.

This Agreement shall be interpreted and construed at all times in a manner consistent with applicable laws and regulations governing the financial relationships among individuals and entities that provide or arrange for the provision of items or services that are reimbursable by governmental health care programs or other third party payers.

20. The Branded Site will include a privacy policy and terms of use which will comply with applicable law.

21. City expressly understands and agrees that prior to providing the contact or other information to Care Solace of a resident in need of mental health services as part of the Warm Handoff® process, the City employee making the Warm Handoff® must first obtain consent from the resident to provide the resident’s contact or other information to Care Solace.

22. City represents and warrants that any Independent Contractor that is provided with access to the Services or is otherwise responsible for transmitting PHI or other private information to Care Solace is subject to the same warranties and requirements as City pursuant to this Agreement.

23. Care Solace reserves the right to internally monitor City's and Authorized Users’ usage of the Branded Site and Services.

24. Care Solace will provide access to City to the following non-personally identifiable information collected from Authorized Users: number of visitors, matches, and phone appointments. If City desires to obtain personally identifiable information from Care Solace related to a particular Authorized User’s use of the Services, City shall obtain and deliver to Care Solace a duly executed written HIPAA-compliant authorization from the Authorized User, or his or her legal guardian if applicable, in a form that complies with applicable law.

25. Care Solace shall ensure that: (i) all data and information provided by City is stored on files that are separate from those of other Care Solace clients, or (ii) all files containing data and information provided by City are partitioned from the information and data provided by other clients sufficient to protect the security and privacy of such information and data.

Software-as-a-Service Terms

26. Care Solace grants City a non-exclusive, non-transferable, limited, revocable and royalty-free license to provide a hypertext reference link (hereinafter the "Link") to the initial, top-level display of the Branded Site solely for the purpose of linking any website owned or controlled by City to the Branded Site.

27. Use Restrictions. City covenants and agrees that its use of the Services will be in a manner consistent with this Agreement and with all applicable laws and regulations, including trade secret, copyright, trademark, and export control laws. Without limiting the generality of the foregoing, City will not, directly or indirectly, do any of the following: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of or included in the Services or any software, documentation or data related to the Services (hereinafter “Software”); modify, translate or create derivative works based on the Services or any Software; or copy (except for archival purposes), distribute, pledge, assign or otherwise transfer or encumber rights to the Services or any Software; use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.

28. Security. City and the Authorized Users shall be solely responsible for acquiring and maintaining technology and procedures for maintaining the security of their connections to the Internet. As part of the Services, Care Solace shall implement reasonable security procedures consistent with prevailing industry standards to protect information provided by City and Authorized Users from unauthorized access. The Parties agree that Care Solace shall not, under any circumstances, be held responsible or liable for situations in which: (i) data or transmissions are accessed by third parties through illegal or illicit means, or (ii) the data or transmissions are accessed through the exploitation of security gaps, weaknesses, or flaws unknown to Care Solace at the time, provided Care Solace complies with its obligations in this paragraph.

29. Unauthorized Access. Care Solace will promptly report to City any unauthorized access to data or information provided by City upon discovery of such access by Care Solace, and Care Solace will use diligent efforts to promptly remedy any breach of security that permitted the unauthorized access to occur. In the event that Care Solace was solely responsible for the breach and to the extent that Care Solace has an obligation imposed by law or statute to notify any individuals whose information was provided to Care Solace by City, Care Solace shall be solely responsible for any and all such notifications at its expense. In the event the City was solely responsible for the breach, the City shall reimburse Care Solace for time and expenses incurred to assist City with any required notifications to affected individuals. In the event that Care Solace and City are jointly responsible for the breach, the Parties will attempt to reach an informal resolution as to expenses and, if unable to do so, it will be considered a “Dispute” subject to the dispute resolution provisions set forth in paragraphs 42-50, infra.

30. Ownership of Proprietary Rights. Ownership of any and all rights, whether registered or unregistered, in and with respect to patents, copyrights, confidential information, know-how, trade secrets, moral rights, contract or licensing rights, confidential and proprietary information protected under contract or otherwise under law, trade names, domain names, trade dress, logos, animated characters, trademarks, service marks, and other similar rights or interests in intellectual or industrial property (hereinafter “Proprietary Rights”) embodied in the Branded Site, the Services, and the computer hardware, software and other tangible equipment and intangible computer code necessary to deploy and serve the Services (hereinafter the “Technology”) shall remain exclusively vested in and be the sole and exclusive property of Care Solace and its licensors. In addition, City hereby transfers and assigns to Care Solace any rights City may have to any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by City personnel relating to the Branded Site, the Services, or the Technology.

31. Mutual Exchange of Confidential Information. The Parties desire to establish terms governing the use and protection of certain confidential information one Party (hereinafter "Owner") may disclose to the other Party (hereinafter "Recipient"). For purposes of this Agreement, the term "Confidential Information" means (i) the terms and conditions of this Agreement, subject to a valid request under the applicable state’s open records act (ii) non-public aspects of the Branded Site and the operation thereof, the Technology, the Services, and Care Solace's business and technical information and data, and (iii) City's information or other data processed, stored or transmitted by, in or through the Services (hereinafter “City Data”). In addition, Confidential Information includes information which, although not related to the Services or this Agreement, is nevertheless disclosed hereunder and which is disclosed by an Owner or an affiliate to a Recipient in documentary or other tangible form bearing an appropriate label indicating that it is confidential or proprietary in nature, or which, if initially disclosed orally or visually is identified as confidential at the time of disclosure and a written summary hereof, also marked with such a label, is provided to Recipient within fifteen (15) days of the initial disclosure. Recipient may use Confidential Information of Owner only for the purposes of fulfilling the obligations contemplated in this Agreement and shall protect such Confidential Information from disclosure to others, using the same degree of care used to protect its own proprietary information of like importance, but in any case using no less than a reasonable degree of care. Recipient may disclose Confidential Information received hereunder only as reasonably required to perform its obligations under this Agreement and only to its employees who have a need to know for such purposes and who are bound by signed, written agreements to protect the received Confidential Information from unauthorized use and disclosure. The restrictions of this Agreement on use and disclosure of Confidential Information shall not apply to information that: (i) is in the possession or control of Recipient at the time of its disclosure hereunder; (ii) is, or becomes publicly known, through no wrongful act of Recipient; (iii) is received by Recipient from a third party free to disclose it without obligation to Owner, (iv) is independently developed by a Party as evidenced by its written and dated records and without any breach of this Agreement; or (v) is the subject of a written permission to disclose provided by Owner. The Recipient may disclose Confidential Information of Owner pursuant to the requirements of a governmental agency or by operation of law, provided that such Recipient gives Owner written notice thereof as soon as practicable to allow sufficient time for Owner to object to disclosure of such Confidential Information.

32. General Skills and Knowledge. Notwithstanding anything to the contrary in this Agreement, City agrees that Care Solace is not prohibited from utilizing any skills or knowledge of a general nature acquired during the course of providing the Services, including information publicly known or available or that could reasonably be acquired in similar work performed for another client of Care Solace.

33. Publicity and Branding. City agrees that Care Solace may (a) publicize City's name, the fact of the Branded Site, and City's use of the Services; and (b) brand the Branded Site with a "powered by Caresolace.com" or similar legend and/or copyright notice.

34.Options for Infringement Claims. If any Party is enjoined from using the Technology, or if Care Solace believes that the Technology may become the subject of a claim of intellectual property infringement, Care Solace, at its own option and expense, may: (i) procure the right for City to continue to use the Services; (ii) replace or modify the Technology so as to make it non-infringing; or (iii) terminate this Agreement, in which case Care Solace shall provide a prorated refund to City of any and all fees paid in advance for those Services not provided by Care Solace. This Paragraph and the defense and indemnity Paragraph 39, infra, set forth the entire liability of Care Solace to City for any infringement by the Technology or Services of any intellectual property right of any third party.

Representations and Warranties

35. City represents and warrants that: (a) any information it provides to Care Solace does not and will not infringe, misappropriate, or otherwise violate any intellectual property right or right of privacy or publicity of any third party; and (b) the performance of its obligations as set forth in this Agreement and the use of the Services by City and its Authorized Users will not (i) violate any applicable laws or regulations, or (ii) cause a breach of any agreements with any third parties. In the event of any breach by City of any of the foregoing representations and warranties set forth in this Paragraph 35, in addition to any other remedies available at law or in equity, Care Solace will have the right to suspend immediately any Services if deemed reasonably necessary by Care Solace to prevent any harm to Care Solace and its business. Care Solace will provide written notice of any breach of the foregoing representations and warranties to City in accordance with Paragraph 54, infra, and a reasonable time period to cure, if practicable, depending on the nature of the breach.

36. Care Solace represents and warrants that it will comply with all state and federal healthcare referral and antikickback statutes, and that it does not have an ownership interest in any of the Treatment Providers to whom it refers Authorized Users. In the event of any breach by Care Solace of the foregoing representations and warranties set forth in this Paragraph 36, City will provide written notice of the breach to Care Solace in accordance with Paragraph 54, infra, and a reasonable time period to cure, if practicable, depending on the nature of the breach.

37. Except as expressly set forth herein, the Services are provided on an "as is" and "as available" basis, and without warranties of any kind either express or implied. Care Solace hereby disclaims all warranties, express or implied. Care Solace does not warrant that the services will be uninterrupted or error free or that defects will be corrected. Care Solace does not offer a warranty or make any representation regarding the results or the use of the Services in terms of their correctness, accuracy, reliability, risk of injury to City's or any Authorized User’s computer, network, market, or customer base or commercial advantage.

Insurance and Indemnification

38. Insurance. During the term of this Agreement, Care Solace shall obtain and maintain liability insurance with policy limits having minimum coverage of $2,000,000 per occurrence, which can be met through an umbrella or standard policy or any combination thereof. The insurance shall be evidenced by a Certificate of Insurance reflecting the minimum coverage limits.

39. Defense and Indemnity. Care Solace or its insurer shall defend and indemnify City and its officers, agents, employees and volunteers (collectively “City Parties”) against any and all claims, demands, liability, judgments, awards, losses, damages, expenses or costs of any kind or character (hereinafter collectively referred to as “Claims”), to the extent arising out of any act, error, omission, negligence, or willful misconduct of Care Solace or its officers, employees, agents, contractors, licensees, or servants connected to the Services covered by this Agreement. Care Solace or its insurer shall have no obligation, however, to defend or indemnify City Parties from a Claim if it is determined that such Claim was caused by the sole negligence or willful misconduct of City Parties.

40. Additional Insured. Care Solace shall cause City to be named as an “Additional Insured” under the liability insurance policy obtained and maintained as set forth in Paragraph 38, supra. Naming a City as an additional insured does not alter the limitations, obligations and conditions set forth in paragraphs 38 and 39 and in no circumstances will City be entitled to coverage beyond the contracted for amount of $2,000,000 per occurrence contained in Paragraph

38. Notwithstanding City's coverage as an Additional Insured, in no event shall Care Solace or its insurer be held liable for City's sole negligence or willful misconduct. Under no circumstances is any Additional Insured entitled to any coverage beyond the contractual indemnification provisions in Paragraph 39, infra.

41. A City seeking defense and/or indemnification hereunder shall promptly notify Care Solace in writing of the Claim in accordance with Paragraph 54, infra, and shall cooperate with Care Solace or its insurer at Care Solace’s or its insurer’s sole cost and expense. Care Solace or its insurer shall control the defense and investigation of the Claim and shall employ counsel of its choice to handle and defend the same, at Care Solace’s or its insurer’s sole cost and expense. The obligations and responsibilities set forth in this Paragraph 39 shall apply only in the event that Care Solace or its insurer agree to provide a defense and/or indemnification.

Dispute Resolution

42. Any and all disputes, controversies, or Claims arising out of or relating to this Agreement or a breach thereof, including without limitation Claims based on contract, tort, or statute (hereinafter a “Dispute”), shall be determined by binding arbitration as set forth in this section, consisting of Paragraphs 42-50, infra (hereinafter the “Arbitration Agreement”).

43. An aggrieved Party shall notify the other Party of a Dispute within fifteen (15) days of being made aware of the Dispute; however, no Party may provide notification of a Dispute prior to the termination of the thirty day cure period described in Paragraph 17, supra. Notice shall be provided in accordance with the requirements of Paragraph 54, infra.

The date that notice is received by the opposing Party shall hereinafter be referred to as the “Notification Date.”

44. If the Parties are unable to informally resolve the Dispute within thirty (30) days of the Notification Date, the Parties agree to engage in mediation in good faith. The requirement to engage in mediation is a condition precedent to the initiation of arbitration pursuant to this Arbitration Agreement. Mediation must occur within 120 days of the Notification Date. The 120-day deadline may be waived by mutual agreement of the Parties. Mediation shall be conducted according to the following terms:

44.1 Mediation shall be conducted by a single mediator from JAMS, or another mediation service agreed to by the Parties (hereinafter “Mediation Service”).

44.2 The Parties will cooperate with the Mediation Service and one another in selecting a mediator from the Mediation Service’s panel of neutrals and in scheduling mediation proceedings. In the event that the Parties are unable to agree upon the selection of a mediator, the Parties shall request that the Mediation Service assign a mediator from its panel of neutrals with experience as a state or federal court judge.

44.3 The Parties agree that they will participate in the mediation in good faith and that they will share equally in the costs of mediation.

45. If the Parties are unable to resolve the Dispute through mediation, the Parties shall submit the Dispute to binding arbitration pursuant to the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (hereinafter the “FAA”). Notwithstanding any other provisions of this Agreement regarding applicable law, the Parties agree that the substantive and procedural provisions of the FAA will apply to this Arbitration Agreement, to the exclusion of any state-specific substantive and procedural law regarding arbitration.

46. Arbitration shall be initiated by the aggrieved Party within thirty (30) days of the conclusion of mediation. In no event shall arbitration be demanded after the date the Claim would be barred by the applicable statute of limitations.

Arbitration shall be conducted in accordance with the following terms:

46.1. Arbitration shall be conducted by a single neutral arbitrator from the National Roster of Arbitrators and administered according to the American Arbitration Association’s (“AAA’s”) Commercial Arbitration Rules and Mediation Procedures then in effect, except as modified by this Agreement or as otherwise agreed to in writing by the Parties. A copy of the AAA’s current Commercial Arbitration Rules and Mediation Procedures may be viewed here by clicking on this link: https://home.caresolace.com/contracts/AAA- Commercial-Arbitration-Rules-and-MediationProcedures-020121.pdf

46.2. In rendering the award, the arbitrator will determine the rights and obligations of the parties in accordance with the substantive law of the State of California, subject to the limitations on damages set forth in Paragraphs 47-50, infra.

46.3. The arbitrator shall award the prevailing Party the costs of mediation and arbitration.

46.4. This Arbitration Agreement is intended to be binding on and to inure to the benefit of the Parties, their principals, successors, assigns, affiliates, partners, employees, parent or subsidiary entities, and to any other persons or entities whose claims or defenses may arise out of or relate to this agreement, including third party beneficiaries.

46.5. In the event a Dispute involves a third-party beneficiary of this Agreement, the third-party beneficiary shall be excused from compliance with the notice and opportunity to cure requirements of Paragraphs 17 and 43, supra and shall also be excused from the mediation required under Paragraph 44, supra. The costs of any arbitration involving a Party and a third-party beneficiary of this Agreement shall be borne solely by the Party involved in the Dispute, unless such Dispute involves both Parties, in which case the Parties shall share equally in the costs of arbitration. In no event shall a third-party beneficiary be responsible for the costs of arbitration pursuant to this Arbitration Agreement.

46.6. Any arbitration award shall be binding on the Parties and on any third-party beneficiaries. This binding Arbitration will not be subject to appeal.

Limitation on Damages

47. As a result of any Dispute, no Party shall be liable to the other Party or to any third- party beneficiary for any indirect, incidental, or consequential damages under any theory, even if the Party allegedly causing such damages has been advised of the possibility of such damages. The Parties waive any right to recover such damages.

48. As a result of any Dispute, in no event shall any Party be liable to the other Party or to any third-party beneficiary for punitive or exemplary damages, unless specifically provided by statute. The Parties waive any right to recover such damages unless specifically provided by statute.

49. In the event that Care Solace is found liable to City or any third-party beneficiary as the result of a Dispute, or in the event that City is found liable to any third-party beneficiary, liability shall not exceed the total general liability insurance amount in Care Solace’s certificate of insurance pursuant to this Agreement. In no event shall Care Solace be held liable for the sole negligence of any other Party, including City.

50. The prevailing Party in any Dispute will be entitled to recover, in addition to costs and any other damages or award, all reasonable attorneys’ fees associated with the action.

Miscellaneous Terms

51. Performance. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect and each Party will use its best efforts to ensure that Authorized Users are made aware of the Services and their ability to access the Branded Site.

52. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of California without giving effect to any choice or conflict of law provision or rule (whether of California or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the California. The sole exception to this Paragraph is that the Arbitration Agreement set forth in Paragraphs 42-50, supra, shall be governed by the procedural and substantive provisions of the FAA.

53. Venue for Arbitration. Arbitration conducted as set forth in Paragraphs 42-50, supra, shall take place in Los Angeles County, CA.

54. Notices. All notices, requests, demands or other communications required by this Agreement between Care Solace and City shall be in writing and shall be deemed given and served upon delivery, if delivered personally or by email, or three (3) days after mailing by U.S. mail as follows:

City of Lakewood, CA
5050 Clark Avenue
Lakewood, CA 90712
Attention: Thaddeus McCormack
City Manager
Email: [email protected]
If to Care Solace:

Care Solace, Inc.
1624 Market St., Ste 226
PMB 94660
Denver, CO 80202-1559
Attention: Peter C. Biberstein
Email: [email protected]
Any Party may change the address or persons to which notice is to be provided by giving written notice of the change of address or persons to the other Party in the manner provided for giving notice in this paragraph.

55. Third-Party Beneficiaries. The Parties agree that this Agreement is intended to benefit Authorized Users as thirdparty beneficiaries and that the Parties mutual intent to confer a benefit upon Authorized Users as third-party beneficiaries of this Agreement is a material part of the Agreement’s purpose. The Parties expressly agree that it is their intention by this Agreement that all Claims, as that term is defined in Paragraph 39, supra, brought by third-party beneficiaries including, but not limited to Authorized Users, shall be subject to the Arbitration Agreement set forth in Paragraphs 42-50, supra.

56. Waiver. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party shall not be construed as a waiver of any subsequent breach of the same or any other provision of this Agreement.

57. Continuing Obligations. The following obligations shall survive the expiration or termination of this Agreement: (i) any and all warranty disclaimers, limitations of liability and indemnities granted by either Party herein; (iv) any covenant granted herein for the purpose of determining ownership of, or protecting, the Proprietary Rights, including without limitation, the Confidential Information of either Party, or any remedy for breach thereof; and (v) the payment of any money due to Care Solace.

58. Force Majeure. Neither Party shall be liable for damages for any delay or failure to perform any obligation imposed by this Agreement if such delay or failure arises out of causes beyond the Party’s reasonable control and without their fault or negligence, including, but not limited to, acts of God, acts of civil or military authority, fires, riots, wars, national or regional emergencies, pandemics, embargoes, Internet disruptions, hacker attacks, any action taken by a governmental authority, or telecommunications failures. A Party whose performance is affected by any of the foregoing shall give written notice to the other Party stating the period of time the occurrence is expected to continue, and shall use diligent efforts to end the failure or delay and minimize the effects of such delay.

Notwithstanding anything to the contrary contained herein, if either Party is unable to perform hereunder for a period of thirty (30) consecutive days, then the other Party may terminate this Agreement immediately by providing ten (10) days written notice. Should the application of this Paragraph 58 become the source of a Dispute between the Parties, then either Party may immediately initiate the dispute resolution process outlined in the Arbitration Agreement, Paragraphs 42-50, supra, without first providing notice and an opportunity to cure as set forth in Paragraphs 17 and 43, supra. Any written notice under this Paragraph 58 must comply with the written notice requirements of Paragraph 54, supra.

59. Modification of Agreement. Any amendment or modification of this Agreement will only be binding if evidenced in writing and signed by each Party or an authorized representative of each Party with authority to bind the Party. Any amendment or modification must comply with the notice requirements of Paragraph 54, supra.

60. Assignment. Care Solace will not assign or otherwise transfer its obligations under this Agreement without the written consent of City.

61. Entire Agreement. This Agreement contains the entire agreement with respect to the subject matter hereof and supersedes all prior negotiations, understandings, or agreements, written or oral. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

62. Titles/Headings. Titles and Headings are utilized in this Agreement for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

63. Severability. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

64. Counterparts. This Agreement may be executed in counterparts which, taken together, shall constitute one original document.

65. Authority to Execute Agreement. Each individual signing this Agreement warrants and represents that he or she has been authorized to enter into this Agreement on behalf of the Party.

Peter Biberstein
SIGNATURES ON NEXT PAGE – REMAINDER OF PAGE INTENTIONALLY BLANK IN WITNESS WHEREOF the Parties hereto have executed this Agreement as of the date first set forth above.

Care Solace, Inc. (“Care Solace”)
Printed Full Name: Peter Biberstein
Title: General Counsel & VP of Business Affairs; Admitted in CO, DC, MD & VA Signature: _____________________________
City of Lakewood, CA ("City")
Printed Full Name: ___________________________
Title: ______________________________________
Signature: __________________________________
Accounts Payable Information:

Dept: _________________________________
Accounts Payable contact:

Name: ________________________________
Email: ________________________________
Phone: ________________________________
Term: July 1, 2023 - December 31, 2023
45,000 residents
$1.50 per resident
Cost: $33,750
Additional Term: January 1, 2024 - Jun 30, 2024 Cost: $33,750 Chad Castruita
CEO/Founder
[email protected]
818-437-5609
Proposal for City of Lakewood

City Of Lakewood
City Of Lakewood
PO Box 220
Lakewood Ca 90714
562-866-9771
Samantha Chambers
City Of Lakewood
Planning Dept
5050 Clark Ave
Lakewood Ca 90712
562-866-9771
SOLD TO: SHIP TO:
9956 Baldwin Place QUOTATION
El Monte, Ca 91731
626.454.4660
www.dandrofficeworks.com
COL050423 6/14/2023 Samantha Chambers
Qty Part Number Part Description Sell Ext Sell
FQO / QUOTE # DATE SALESPERSON CUSTOMER PO NO CUSTOMER NO Bob Liebzeit
Line #
1 1 Contract Seating: NPP-GOV $0.00 $0.00
2 1 Contract Mirror GSA Contract GS-27F-0004Y $0.00 $0.00 Sub Total $0.00
GREEN_AREA
3 6 TYC C-PF00-4536 PANEL FRAME, 45H X 36W $123.86 $743.16 Panel Trim/Filler Style & Metal Paint Colour Thin THN
Metal Paint Colour Ginger P115
4 12 TYC C-PMA1-4036 MONOLITHIC FABRIC TILE, 40H X 36W, GRADE 1 $68.02 $816.24 Grade 1 Panel Fabrics Commerce - Sand F2151
5 1 TYC C-PF00-4524 PANEL FRAME, 45H X 24W $106.08 $106.08 Panel Trim/Filler Style & Metal Paint Colour Thin THN
Metal Paint Colour Ginger P115
6 2 TYC C-PMA1-4024 MONOLITHIC FABRIC TILE, 40H X 24W, GRADE 1 $50.23 $100.46 Grade 1 Panel Fabrics Commerce - Sand F2151
TYC C-VUCP-1672-C-G COSMO PANEL MOUNTED SCREEN,16"HX72"W,CLEAR

TEMPERED GLASS
7 1 $230.57 $230.57
Metal Component Paint Colour Ginger P115
TYC C-VUCP-1624-C-G COSMO PANEL MOUNTED SCREEN,16"HX24"W,CLEAR

TEMPERED GLASS
8 1 $155.38 $155.38
Metal Component Paint Colour Ginger P115
TYC C-HWA1-45 WALL TO PANEL CONN, TYPE 1 2.25" - 3.25" ADJUSTABLE, 45H
9 7 $86.42 $604.94
Panel Trim/Filler Style & Metal Paint Colour Thin THN
Metal Paint Colour Ginger P115
10 1 TYC *T-FL2U-3021 UNDERDESK 2-DRAWER LATERAL FILE, 30W X 21D $438.98 $438.98 COL050423.sp4
Bob Liebzeit Page 1 of 10
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Prepared By:

COL050423 6/14/2023 Samantha Chambers
Qty Part Number Part Description Sell Ext Sell
FQO / QUOTE # DATE SALESPERSON CUSTOMER PO NO CUSTOMER NO Bob Liebzeit
Line #
Pedestal / Cabinet Face Laminates & Vinyl TrimWDG Woodgrain Woodgrain Sable Island L161\V161
Pedestal / Cabinet Body Laminates & Vinyl TrimWDG Woodgrain Woodgrain Sable Island L161\V161
Handle Style McKay MCK
Handle Color Ginger P115
11 4 TYC V-AFMA-02 DBL MONITOR ARMS CLM& GR STY $183.77 $735.08 Monitor Arm Colour Silver P112
12 1 TYC *C-FL4F-3621 LATERAL, 4 DRAWER, FREESTANDING, 52-1/2HX36WX21D $809.95 $809.95 Pedestal/Cabinet Face Laminates Sable Island L161\V161
Pedestal/Cabinet Body Laminates Sable Island L161\V161
Handle Style McKay MCK
Handle Finish Ginger P115
13 1 TYC C-AAB0-24 ACCESSORY BAR, 24"W $48.05 $48.05
Metal Accessories Paint Colour Silver P112
14 2 TYC C-AAP-13 PAPER TRAY, LEGAL $31.51 $63.02
Metal Accessories Paint Colour Silver P112
TYC R-TUCG-705823-R-H
A

UNITIZED HT ADJ TABLE,CURVED
FRT,70WX58DX23RX23R,RH,W/G,1"TP
15 1 $1,266.10 $1,266.10
HAT Worksurface Laminate Woodgrain WDG
Woodgrain Finish Sable Island L161
HAT Worksurface Vinyl Trim Sable Island V161
HAT Grommet Colour Silver P112
HAT Metal Paint Colour White P121
16 1 TYC C-WS0G-3024 STRAIGHT WORK SURFACE,30 X 24,W/ GROMMET $92.98 $92.98 Grommet Type Square Grommet SGS
Grommet Colour Silver SVR
Worksurface 1" Laminate Sable Island L161\V161
TYC L-EMW-2 WORKSURFACE-MOUNTED MODULE AND W/ 2 POWER & 2

USB PORTS
17 8 $47.42 $379.36
18 4 TYC C-HFNR-45 FILLER, 90 DEGREE, 45"H $51.79 $207.16 Panel Trim/Filler Style & Metal Paint Colour Thin THN
Metal Paint Colour Ginger P115
19 5 TYC C-HKP2P-45 PANEL FRAME SCREW KIT, 45"H $0.00 $0.00 20 7 TYC C-HET0-45 END TRIM, TOP CAP MATCHING, 45H $27.77 $194.39 Panel Trim/Filler Style & Metal Paint Colour Thin THN
Metal Paint Colour Ginger P115
TYC C-VUCP-1642-C-G COSMO PANEL MOUNTED SCREEN,16"HX42"W,CLEAR

TEMPERED GLASS
21 9 $192.50 $1,732.50
Metal Component Paint Colour Ginger P115
22 9 TYC C-PF00-4542 PANEL FRAME, 45H X 42W $132.91 $1,196.19 Panel Trim/Filler Style & Metal Paint Colour Thin THN
Metal Paint Colour Ginger P115
COL050423.sp4
Bob Liebzeit Page 2 of 10
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Prepared By:

COL050423 6/14/2023 Samantha Chambers
Qty Part Number Part Description Sell Ext Sell
FQO / QUOTE # DATE SALESPERSON CUSTOMER PO NO CUSTOMER NO Bob Liebzeit
Line #
23 18 TYC C-PMA1-4042 MONOLITHIC FABRIC TILE, 40H X 42W, GRADE 1 $71.14 $1,280.52 Grade 1 Panel Fabrics Commerce - Sand F2151
24 3 TYC *T-FPBM-1621 MOBILE BBF PEDESTAL, 16W X 21D $370.97 $1,112.91 Pedestal / Cabinet Face Laminates & Vinyl TrimWDG Woodgrain Woodgrain Sable Island L161\V161
Pedestal / Cabinet Body Laminates & Vinyl TrimWDG Woodgrain Woodgrain Sable Island L161\V161
Pedestal / Cabinet Top Laminates & Vinyl Trim WDG Woodgrain Woodgrain Sable Island L161\V161
Handle Style McKay MCK
Handle Color Ginger P115
TYC TL-TSRG-6036 STRAIGHT DESK, RECESSED FULL MODESTY & GROMMETS, 60W X 36D
25 2 $348.50 $697.00
Worksurface/Storage Top Laminates/Shelf & Vinyl Trim_1 WDG Woodgrain Woodgrain Sable Island L161\V161
Grommet Type/Colour Square Grommet, Square SQG
Square Grommet Colour Silver G112
Gable & Modesty Laminate & Vinyl Trim Woodgrain WDG
Woodgrain Sable Island L161\V161
26 1 TYC U-WS0G-5436 STRAIGHT WS,W/GROMMET,54"WX36"DX1"TK $157.87 $157.87 Worksurface/Storage Top Laminates/Shelf & Vinyl Trim_1 WDG Woodgrain Woodgrain Sable Island L161\V161
Grommet Type/Colour Square Grommet, Square SQG
Square Grommet Colour Silver G112
27 1 TYC R-HATB-SM-30 HGT ADJ BASE 36-42 SML,F/30"D TABLE $441.79 $441.79 HAT Metal Paint Colour White P121
TYC TL-TS0Z-6030 STRAIGHT DESK, W/ PARTIAL MOD.& GROMMETS, 60W X 30D
28 1 $295.78 $295.78
Worksurface/Storage Top Laminates/Shelf & Vinyl Trim_1 WDG Woodgrain Woodgrain Sable Island L161\V161
Grommet Type/Colour Square Grommet, Square SQG
Square Grommet Colour Silver G112
Gable & Modesty Laminate & Vinyl Trim Woodgrain WDG
Woodgrain Sable Island L161\V161
29 1 TYC R-HA3B-LG-30 HGT ADJ BASE,78-84"W,3 LEG,F/29OR30"D RET $880.78 $880.78 HAT Metal Paint Colour White P121
30 1 TYC R-WS0G-7230 HGT ADJ TABLE SURFACE,72"Wx30"D,W/G $167.23 $167.23 HAT Worksurface Laminate Woodgrain WDG
Woodgrain Finish Sable Island L161
HAT Worksurface Vinyl Trim Sable Island V161
HAT Grommet Colour Silver P112
31 1 TYC U-WS0N-1836 STRAIGHT WS,18"WX36"DX1"TK $83.62 $83.62 Worksurface/Storage Top Laminates/Shelf & Vinyl Trim_1 WDG Woodgrain Woodgrain Sable Island L161\V161
32 4 TYC F-PWW WS TO WS FLUSH PLATE $12.79 $51.16
Metal Paint Color Silver P112
COL050423.sp4
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Prepared By:

COL050423 6/14/2023 Samantha Chambers
Qty Part Number Part Description Sell Ext Sell
FQO / QUOTE # DATE SALESPERSON CUSTOMER PO NO CUSTOMER NO Bob Liebzeit
Line #
TYC C-SOFM-1430-P FLIPPER CABINET, METAL FACE, W/ EASY DOWN SLIDE, 30W X 14D
33 3 $354.12 $1,062.36
Metal Body Paint Colour Ginger P115
34 3 TYC V-ELU-24 SILVER TASKLIGHT,24" WIDE $88.92 $266.76 35 3 TYC C-ADWB-30-KIT DOUBLE CHANNEL WALL MOUNT BRACKET KIT, 30W $42.12 $126.36 Metal Bracket Paint Colour Ginger P115
36 3 TYC C-ATW0-2430 TACK BOARD, WALL MOUNTED 24H X 30W $46.49 $139.47 Tackboard/Panel Fabrics Grade 1 Fabrics ~G1
Grade 1 Panel Fabrics Commerce - Sand F2151
TYC C-VUCP-1636-C-G COSMO PANEL MOUNTED SCREEN,16"HX36"W,CLEAR

TEMPERED GLASS
37 3 $180.34 $541.02
Metal Component Paint Colour Ginger P115
38 2 TYC C-WS0G-3624 STRAIGHT WORK SURFACE,36 X 24,W/ GROMMET $95.47 $190.94 Grommet Type Square Grommet SGS
Grommet Colour Silver SVR
Worksurface 1" Laminate Sable Island L161\V161
39 2 TYC *C-FL2U-3621 LATERAL, TWO DRAWER, UNDERDESK, 36W X 21D $453.02 $906.04 Pedestal/Cabinet Face Laminates Sable Island L161\V161
Pedestal/Cabinet Body Laminates Sable Island L161\V161
Handle Style McKay MCK
Handle Finish Ginger P115
TYC C-SOFM-1436-P-W FLIPPER CABINET,METAL FACE,W/MW/ EASY DOWN SLIDE, 36W X 14D
40 2 $373.78 $747.56
Metal Body Paint Colour Ginger P115
41 2 TYC V-ELU-24 SILVER TASKLIGHT,24" WIDE $88.92 $177.84 42 2 TYC C-ADWB-36-KIT DOUBLE CHANNEL WALL MOUNT BRACKET KIT, 36W $51.48 $102.96 Metal Bracket Paint Colour Ginger P115
43 1 TYC C-ATW0-2436 TACK BOARD, WALL MOUNTED 24H X 36W $61.46 $61.46 Tackboard/Panel Fabrics Grade 1 Fabrics ~G1
Grade 1 Panel Fabrics Commerce - Sand F2151
TYC R-TS0G-8229-HA HEIGHT ADJUSTABLE
TABLE,82"Wx29"D,W/GROMMET,MELAMINE
44 1 $758.78 $758.78
HAT Worksurface Laminate Woodgrain WDG
Woodgrain Finish Sable Island L161
HAT Worksurface Vinyl Trim Sable Island V161
HAT Grommet Colour Silver P112
HAT Metal Paint Colour White P121
45 2 TYC C-WS0G-2424 STRAIGHT WORK SURFACE,24 X 24,W/ GROMMET $87.05 $174.10 Grommet Type Square Grommet SGS
Grommet Colour Silver SVR
Worksurface 1" Laminate Sable Island L161\V161
COL050423.sp4
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Prepared By:

COL050423 6/14/2023 Samantha Chambers
Qty Part Number Part Description Sell Ext Sell
FQO / QUOTE # DATE SALESPERSON CUSTOMER PO NO CUSTOMER NO Bob Liebzeit
Line #
46 2 TYC C-ADWB-24-KIT DOUBLE CHANNEL WALL MOUNT BRACKET KIT, 24W $34.01 $68.02 Metal Bracket Paint Colour Ginger P115
47 2 TYC C-ATW0-2424 TACK BOARD, WALL MOUNTED 24H X 24W $44.62 $89.24 Tackboard/Panel Fabrics Grade 1 Fabrics ~G1
Grade 1 Panel Fabrics Commerce - Sand F2151
TYC R-TUCG-824623-L-H
A

UNITIZED HT ADJ TABLE,CURVED
FRT,82WX46DX23RX23R,LH,W/G,1"TP
48 1 $1,280.45 $1,280.45
HAT Worksurface Laminate Woodgrain WDG
Woodgrain Finish Sable Island L161
HAT Worksurface Vinyl Trim Sable Island V161
HAT Grommet Colour Silver P112
HAT Metal Paint Colour White P121
*C-SOFM-1424-P-W FLIPPER CABINET,METAL FACE,W/MW/ EASY DOWN SLIDE, 24W X 14D
49 2 $354.12 $708.24
P115 Ginger
50 2 TYC V-ELU-24 SILVER TASKLIGHT,24" WIDE $88.92 $177.84 51 2 *S-PPAL-043649 UNDERDESK 2-DRAWER LATERAL FILE, 24W X 21D $653.95 $1,307.90 WDG Woodgrain
L161\V161 Sable Island
MCK McKay
P115 Ginger
TYC R-TUCG-824623-R-H
A

UNITIZED HT ADJ TABLE,CURVED
FRT,82WX46DX23RX23R,RH,W/G,1"TP
52 1 $1,280.45 $1,280.45
HAT Worksurface Laminate Woodgrain WDG
Woodgrain Finish Sable Island L161
HAT Worksurface Vinyl Trim Sable Island V161
HAT Grommet Colour Silver P112
HAT Metal Paint Colour White P121
53 8 EUR LAU1-FBRX-GR1 Lauch Chair, Black Mesh Back. Seat Dillon Stratus $401.58 $3,212.64 54 1 Design Design Fee $1,144.00 $1,144.00
55 1 Sales Tax Sales Tax $3,666.80 $3,666.80
56 1 Freight Freight $240.00 $240.00
57 1 Del-Install Deliver and Install Normal Business Hours. Prevailing Wage $5,920.00 $5,920.00 Sub Total $39,440.48
YELLOW
58 6 TYC C-PF00-4524 PANEL FRAME, 45H X 24W $106.08 $636.48 Panel Trim/Filler Style & Metal Paint Colour Thin THN
Metal Paint Colour Ginger P115
COL050423.sp4
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Prepared By:

COL050423 6/14/2023 Samantha Chambers
Qty Part Number Part Description Sell Ext Sell
FQO / QUOTE # DATE SALESPERSON CUSTOMER PO NO CUSTOMER NO Bob Liebzeit
Line #
59 12 TYC C-PMA1-4024 MONOLITHIC FABRIC TILE, 40H X 24W, GRADE 1 $50.23 $602.76 Grade 1 Panel Fabrics Commerce - Sand F2151
60 2 TYC C-WS0G-8424 STRAIGHT WORK SURFACE,84 X 24,W/ GROMMET $207.79 $415.58 Grommet Type Square Grommet SGS
Grommet Colour Silver SVR
Worksurface 1" Laminate Sable Island L161\V161
TYC C-VUCP-0860-C-G COSMO PANEL MOUNTED SCREEN,8"HX60"W,CLEAR

TEMPERED GLASS
61 1 $195.94 $195.94
Metal Component Paint Colour Ginger P115
62 1 TYC C-PF00-4560 PANEL FRAME, 45H X 60W $159.12 $159.12 Panel Trim/Filler Style & Metal Paint Colour Thin THN
Metal Paint Colour Ginger P115
63 2 TYC C-PMA1-4060 MONOLITHIC FABRIC TILE, 40H X 60W, GRADE 1 $80.18 $160.36 Grade 1 Panel Fabrics Commerce - Sand F2151
64 3 TYC V-AFMA-02 DBL MONITOR ARMS CLM& GR STY $183.77 $551.31 Monitor Arm Colour Silver P112
65 1 TYC C-PF00-4548 PANEL FRAME, 45H X 48W $141.02 $141.02 Panel Trim/Filler Style & Metal Paint Colour Thin THN
Metal Paint Colour Ginger P115
66 2 TYC C-PMA1-4048 MONOLITHIC FABRIC TILE, 40H X 48W, GRADE 1 $73.01 $146.02 Grade 1 Panel Fabrics Commerce - Sand F2151
67 4 TYC C-PF00-4542 PANEL FRAME, 45H X 42W $132.91 $531.64 Panel Trim/Filler Style & Metal Paint Colour Thin THN
Metal Paint Colour Ginger P115
68 4 TYC C-PMA1-4042 MONOLITHIC FABRIC TILE, 40H X 42W, GRADE 1 $71.14 $284.56 Grade 1 Panel Fabrics Commerce - Sand F2151
69 4 TYC C-PTA1-2442 ACOUSTICAL TACKABLE FABRIC TILE, 24H X 42W,GRADE 1 $54.91 $219.64 Grade 1 Panel Fabrics Commerce - Sand F2151
70 4 TYC C-PTB0-0842 FLIP-UP BELT LINE TILE, 8H X 42W $86.42 $345.68 Tackboard/Panel Fabrics Grade 1 Fabrics ~G1
Grade 1 Panel Fabrics Commerce - Sand F2151
71 4 TYC C-PTA1-0842 ACOUSTICAL TACKABLE FABRIC TILE, 8H X 42W, GRADE 1 $38.69 $154.76 Grade 1 Panel Fabrics Commerce - Sand F2151
TYC C-VUCP-1624-C-G COSMO PANEL MOUNTED SCREEN,16"HX24"W,CLEAR

TEMPERED GLASS
72 1 $155.38 $155.38
Metal Component Paint Colour Ginger P115
COL050423.sp4
Bob Liebzeit Page 6 of 10
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Prepared By:

COL050423 6/14/2023 Samantha Chambers
Qty Part Number Part Description Sell Ext Sell
FQO / QUOTE # DATE SALESPERSON CUSTOMER PO NO CUSTOMER NO Bob Liebzeit
Line #
TYC L-EMW-2 WORKSURFACE-MOUNTED MODULE AND W/ 2 POWER & 2

USB PORTS
73 4 $47.42 $189.68
74 3 TYC *T-FSU0-4221 UNDERDESK STORAGE CABINET, 42W X 21D $397.49 $1,192.47 Pedestal / Cabinet Face Laminates & Vinyl TrimWDG Woodgrain Woodgrain Sable Island L161\V161
Pedestal / Cabinet Body Laminates & Vinyl TrimWDG Woodgrain Woodgrain Sable Island L161\V161
Handle Style McKay MCK
Handle Color Ginger P115
75 1 TYC C-CB01-R UNIVERSAL BRACKET, RH $2.50 $2.50
76 1 TYC C-CB01-L UNIVERSAL BRACKET, LH $2.50 $2.50
TYC C-VUCP-0848-C-G COSMO PANEL MOUNTED SCREEN,8"HX48"W,CLEAR

TEMPERED GLASS
77 1 $178.78 $178.78
Metal Component Paint Colour Ginger P115
TYC R-TUCG-645823-R-H
A

UNITIZED HT ADJ TABLE,CURVED
FRT,64WX58DX23RX23R,RH,W/G,1"TP
78 1 $1,248.94 $1,248.94
HAT Worksurface Laminate Woodgrain WDG
Woodgrain Finish Sable Island L161
HAT Worksurface Vinyl Trim Sable Island V161
HAT Grommet Colour Silver P112
HAT Metal Paint Colour White P121
TYC C-HWA1-45 WALL TO PANEL CONN, TYPE 1 2.25" - 3.25" ADJUSTABLE, 45H
79 2 $86.42 $172.84
Panel Trim/Filler Style & Metal Paint Colour Thin THN
Metal Paint Colour Ginger P115
TYC C-VUCP-0824-C-G COSMO PANEL MOUNTED SCREEN,8"HX24"W,CLEAR

TEMPERED GLASS
80 6 $143.21 $859.26
Metal Component Paint Colour Ginger P115
TYC C-VUCP-0842-C-G COSMO PANEL MOUNTED SCREEN,8"HX42"W,CLEAR

TEMPERED GLASS
81 4 $177.22 $708.88
Metal Component Paint Colour Ginger P115
82 1 TYC C-PF00-4536 PANEL FRAME, 45H X 36W $123.86 $123.86 Panel Trim/Filler Style & Metal Paint Colour Thin THN
Metal Paint Colour Ginger P115
83 2 TYC C-PMA1-4036 MONOLITHIC FABRIC TILE, 40H X 36W, GRADE 1 $68.02 $136.04 Grade 1 Panel Fabrics Commerce - Sand F2151
TYC C-VUCP-0836-C-G COSMO PANEL MOUNTED SCREEN,8"HX36"W,CLEAR

TEMPERED GLASS
84 1 $165.67 $165.67
Metal Component Paint Colour Ginger P115
85 1 TYC C-ATW0-2436 TACK BOARD, WALL MOUNTED 24H X 36W $61.46 $61.46 Tackboard/Panel Fabrics Grade 1 Fabrics ~G1
Grade 1 Panel Fabrics Commerce - Sand F2151
86 1 TYC C-PF00-6924 PANEL FRAME, 69H X 24W $121.99 $121.99 COL050423.sp4
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COL050423 6/14/2023 Samantha Chambers
Qty Part Number Part Description Sell Ext Sell
FQO / QUOTE # DATE SALESPERSON CUSTOMER PO NO CUSTOMER NO Bob Liebzeit
Line #
Panel Trim/Filler Style & Metal Paint Colour Thin THN
Metal Paint Colour Ginger P115
87 2 TYC C-PMA1-6424 MONOLITHIC FABRIC TILE, 64H X 24W, GRADE 1 $67.08 $134.16 Grade 1 Panel Fabrics Commerce - Sand F2151
TYC R-TS0G-8229-HA HEIGHT ADJUSTABLE
TABLE,82"Wx29"D,W/GROMMET,MELAMINE
88 1 $758.78 $758.78
HAT Worksurface Laminate Woodgrain WDG
Woodgrain Finish Sable Island L161
HAT Worksurface Vinyl Trim Sable Island V161
HAT Grommet Colour Silver P112
HAT Metal Paint Colour White P121
89 1 TYC *C-FL2U-4221 LATERAL, TWO DRAWER, UNDERDESK, 42W X 21D $474.86 $474.86 Pedestal/Cabinet Face Laminates Sable Island L161\V161
Pedestal/Cabinet Body Laminates Sable Island L161\V161
Handle Style McKay MCK
Handle Finish Ginger P115
90 3 TYC C-EM84-S BASE ELECTRIC, POWER MODULE, SINGLE SIDED $65.21 $195.63 91 5 TYC C-EM84-B14 BELT HEIGHT, POWER MODULE, W/ 4 OUTLETS $121.99 $609.95 92 2 TYC C-EH84-31 CONNECTOR HARNESS, 8 WIRE 4 CIRCUIT, 31" $54.91 $109.82 93 2 TYC C-EH84-52 CONNECTOR HARNESS, 8 WIRE 4 CIRCUIT, 52" $67.08 $134.16 94 1 TYC C-ES84-168-0 STARTER HARNESS,NO MODULE,OPEN WIRE,168L,8W,4C $137.28 $137.28 95 1 TYC C-WS0G-2424 STRAIGHT WORK SURFACE,24 X 24,W/ GROMMET $87.05 $87.05 Grommet Type Square Grommet SGS
Grommet Colour Silver SVR
Worksurface 1" Laminate Sable Island L161\V161
TYC R-TUCG-824623-R-H
A

UNITIZED HT ADJ TABLE,CURVED
FRT,82WX46DX23RX23R,RH,W/G,1"TP
96 1 $1,280.45 $1,280.45
HAT Worksurface Laminate Woodgrain WDG
Woodgrain Finish Sable Island L161
HAT Worksurface Vinyl Trim Sable Island V161
HAT Grommet Colour Silver P112
HAT Metal Paint Colour White P121
*C-SOFM-1424-P-W FLIPPER CABINET,METAL FACE,W/MW/ EASY DOWN SLIDE, 24W X 14D
97 1 $354.12 $354.12
...P115 Ginger
98 1 TYC V-ELU-24 SILVER TASKLIGHT,24" WIDE $88.92 $88.92 99 1 *S-PPAL-043649 UNDERDESK 2-DRAWER LATERAL FILE, 24W X 21D $653.95 $653.95 WDG Woodgrain
L161\V161 Sable Island
MCK McKay
P115 Ginger
COL050423.sp4
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Prepared By:

COL050423 6/14/2023 Samantha Chambers
Qty Part Number Part Description Sell Ext Sell
FQO / QUOTE # DATE SALESPERSON CUSTOMER PO NO CUSTOMER NO Bob Liebzeit
Line #
100 4 TYC C-HFTR-45 FILLER, "T" CONDITION, 45"H $51.48 $205.92 Panel Trim/Filler Style & Metal Paint Colour Thin THN
Metal Paint Colour Ginger P115
101 7 TYC C-HET0-45 END TRIM, TOP CAP MATCHING, 45H $27.77 $194.39 Panel Trim/Filler Style & Metal Paint Colour Thin THN
Metal Paint Colour Ginger P115
102 3 TYC C-HKP2P-45 PANEL FRAME SCREW KIT, 45"H $0.00 $0.00 103 1 TYC C-HETP-24 PARTIAL END TRIM, TOP CAP MATCHING, 24H $19.66 $19.66 Panel Trim/Filler Style & Metal Paint Colour Thin THN
Metal Paint Colour Ginger P115
104 1 TYC C-HET0-69 END TRIM, TOP CAP MATCHING, 69H $37.44 $37.44 Panel Trim/Filler Style & Metal Paint Colour Thin THN
Metal Paint Colour Ginger P115
*S-FNGG-059946 STG CAB,F/S,18"WX12"D,LH Woodgrain Sable Island Handle McKay Ginger
105 1 $359.42 $359.42
106 2 EUR LAU1-FBRX-GR1 Lauch Chair, Black Mesh Back. Seat Dillon Stratus $401.58 $803.16 107 1 Design Design Fee $286.00 $286.00
108 1 Sales Tax Sales Tax $1,878.85 $1,878.85
109 1 Freight Freight $60.00 $60.00
110 1 Del-Install Deliver and Install Normal Business Hours. Prevailing Wage $1,480.00 $1,480.00 Sub Total $20,209.09
Total Sell: $59,649.57
Return Policy: Furniture is sourced specifically for the customer and is non-returnable. Damaged or Defective items will be repaired or replaced in keeping with the manufacturer warranties in place at time of order.

This quote is valid for 30 days unless otherwise noted. Applicable Sales Tax will be added at time of invoicing. ------------------------------------------------------ Additional Instructions ------------------------------------------------------- ------------------------------------------------------- Special Instructions --------------------------------------------------------- COL050423.sp4
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Prepared By:

COL050423 6/14/2023 Samantha Chambers
Qty Part Number Part Description Sell Ext Sell
FQO / QUOTE # DATE SALESPERSON CUSTOMER PO NO CUSTOMER NO Bob Liebzeit
Line #
_________________________________________________________________________________________________ By signing this quote, the customer authorizes procurement of the products and services contained herein. _________________________________ ____________________________ ___________ ___________________

ACCEPTED BY TITLE DATE PO NUMBER
Total Sell: $59,649.57
COL050423.sp4
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