South Gate City Council
September 9, 2025

3o132

2. EFFECT OF AMENDMENTS. Except as expressly amended herein, all other terms and conditions of the Agreement and its Amendments, Attachments, and Exhibits thereto, shall remain in full force. All the recitals to this Amendment No. 2 are incorporated into the Agreement as modified by this Amendment No. 2.

3. F,FFECTIVE DATE. The effective date of this Agreement is July 1, 2022, and will remain in effect through and until pmject completion, unless otherwise terminated in accordance with the terms of this Agreement.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed and attested by their respective officers thereunto duly authorized.

CITY OF SOUTH GATE:

By : Al kayor
ATTEST:

BY:

Yodit , City Clerk
(S )
APP AS TO FORM:

Raul F. Salinas, City Attorney
RSG, INC.:

Jirimon, Principal

31 133
17872 GILLETTE AVE.

StllTE 350
IRVINE, CA 92614
714 541 4585
[email protected]
WEBRSG.COM
April 29, 2022 Via Electronic Mail
Chris Jeffers, Interim City Manager

CITY OF SOUTH GATE
8650 Ca!ifornia Avenue
South Gate, CA 90280
PROPOSED WORK PROGRAM - 2022-23

COMMUNITY DEVELOPMENT DEPARTMENT SERVICES
Dear Mr. Jeffers:

At your request, RSG has prepared this scope of work for the 2021-22 fiscal year.

ACCOMPLISHMENTS DURING THE CURRENT FISCAL YEAR
From July 1, 2021 through March 31, 2022, RSG has invoiced the Community Development a total of $a)70,190.63 for as needed consulting services, including these activities listed below:

1. City (Community Development Department)
a. Conducted a housing workshop with the City Council and Planning Commission on numerous housing related topics
b. Prepared briefing papers on rent control, inclusionary housing feasibility, and density bonus law and discussed these with staff and members of the Planning Commission c. Worked with City Attorney on preparing update to City's Zoning Ordinance for conformity to Density Bonus Law and presented the amended Ordinance to Planning Commission and City Council
d. Presented information on rent control for the Planning Commission's consideration. e. Timely application for a $500,000 EPA Assessment Coalition Grant to provide city funds to conduct brownfield investigations and facilitate redevelopment in the City. f. PreparationofalnclusionaryHousingOrdinanceandfinalizingafeestudythatconformstothe desired level of inclusionary housing, which we anticipate will be adopted before the end of the current fiscal year.
g. Prepared the third annual report on June 2018 Economic Development Strategic Plan h. Assisted the Community Development Department respond to consultant requests and review the draft Housing Element for the 6' RHNA Cycle
i. Assisted staff with technical review of a proposed middle-income housing project proposal involving the Jefferson SoLA project

IQVINE BERKELEY VISTA
3,,2-134
Chris Jeffers, Interim City Manager

CITY OF SOUTH GATE
April 29, 2022

j. Continued to work with staff and consultants to advance the preparation of the Gateway District Specific Plan
k. Prepared and issued a notice of availability for the surplus land at 4909 Mason Street and presently drafting an ENA for City Council consideration

1. Prepared and issued a notice of availability for 582"l Firestone Boulevard m. Prepared estimates of land assembly costs for infill properties as requested by staff. n. Commenced administration and services on the Metro TOD-SIP grant funded work around the Gateway District Spe:'ific Plan, including filing two timely quarterly reports and recommending to staff revisions to the scope of work to better align with current needs of the City. o. Other services as directed by staff
PROPOSED WORK PROGRAM FOR 2022-23
RSG has developed the proposed work plan for FY 2022-23 based on the status of projects we are currently handling. Funding for this work may be paid from various sources, which including the General Fund ($93,650), TOD-SIP Grant ($74,480), and SB2 Grant ($48,500).

Due to COVID and other circumstances, two of RSG's projects were suspended in 2020, but we anticipate the City will still want to proceed with these projects. We have also anticipated either an update to the existing (nearly 4 year old) Economic Development Strategy or a review of the current strategy, as well as some on call services. The budgets for these tasks are included in the descriptions below:

Economic Development Strateqic Plan: To align with the current priorities of the community post- COVID as well as those of the current City Council, RSG has previously recommended to staff to update the June 2018 Strategic Plan. Based both on our prior work and our focus largely around engaging key constituencies of the community, RSG would work with staff to convene a task force once again to develop and bring forward refreshed priorities and goals for the next three years.

The structure and depth of the strategy would be comparable to the current one, in order to contain costs for the City. We have placed a preliminary budget of $36,700 for this work in the scope of services here and can elaborate or modify as staff prefers.

As an alternative to a new Strategy, RSG may also work with the Community Development Department to prepare a fourth-year report on accomplishments, similar to the last three that have been presented to the City Council. The estimated cost for this alternative is $6,075. 5821 Firestone Bl: During 2021-22, the prior DDA forthis project expired and the City declared the parcel surplus. The next step is to select a developer, from either the notices of interest received from the surplus notice, or (more likely) from a future listing of the property for commercial use.

RSG expects that we would need to prepare an offering memorandum and post the listing on commercial listing services (CoStar, Loopnet, etc) and work with the staff on the review of any viable offers on this property. Provided a developer is selected, RSG would work with the City Attorney on preparation of legal documents, perform due diligence and underwriting analysis, and coordinate with City staff on the project for this property.

This project would be funded by the City General Fund. 33 135
Chris Jeffers, Interim City Manager

CITY OF SOUTH GATE
April 29, 2022

Gateway TOD SIP Grant / Equitable Development Strateqy: As part of the successful grant application to Metro, the City committed to preparing an equitable development strategy for the redevelopment of the area around the Gateway transit station to address inclusive and equitable economic development. The scope of work for this strategy was included in the grant application, which entails the following:

Kickoff meetings with staff, Planning Commission, and City Council (3 meetings) to discuss process and present approach for discussion and considerations.

Compile economic research and develop summary of key iSSues currently and potentially facing South Gate residents, property owners, and businesses with implementation of the Gateway TOD project. Develop initial presentation materials for review with staff, then discussion with stakeholder groups. Most research would be compiled from existing work RSG has peformed in 2020 related to housing and household issues, with additional research on commercial real estate and business climate, both before and during the COV1D=19 crisis.

Deliverables include one draff and one final presentation.

Develop and executed three-part stakeholder engagement program, consisting of identifying key stakeholder groups in conjunction with city staff, that represent the interests of those impacted or otherwise affected by the Gateway TOD project.

Part 1: Survey - Stakeholder engagement would consist of an online survey to a wide range of stakeholders (RSG would recommend community activists and leaders, including nonprofit stakeholders we spoke with earlier in 2020) to gain understanding on priorities and concerns about project implementation, including what parts of the community may need specific attention. We would use that survey feedback to design stakeholder meeting agenda, format, and desired outcomes, and review this with the client for comment or revisions.

Part 2: Stakeholder Meetings - Based on volunteers from the survey (where they would be invited to express interest in attending (virtual) stakeholder meetings), notice, organize and conduct (virtual) 5-6 stakeholder workshops via Zoom (can consider in person if appropriate, safe, and ultimately believed to result in larger participation). For each meeting, prepare recap of actions and agreements, along with photos, graphics shared, and attendance roster.

Part 3: Community Meeting: Prepare notice, draft agenda, and execute one community workshop to present results of Survey and Stakeholder Meetings identify top issues/concems about project buildout, priorities for planning and economic policies and practices to protect existing residents and businesses, while affording them maximum opportunities to benefit from the project. Include (from RSG) the steps and actions necessary to implement these actions, assuming some of these may be technical, procedural, or budgetary in nature. Invite comments on these findings from the public and incorporate into deliverables.

Deliverables: 1) a summary memo of public outreach process and results.

Incorporate resulting comments and feedback from outreach, and prepare Equitable Development Strategy that emerges as an outcome of stakeholder engagement, including planning, community development, economic development, and ongoing public participation components.

Deliverables include two draffs and one final document. 136
Chris Jeffers, Interim City Manager

CITY OF SOUTH GATE
April 29, 2022

Presentation of Strategy at Planning Commission and City Council meetings, including assistance with preparing agenda bills and powerpoint.

Gateway TOD SIP Grant/ Mason Street ENA and Other Projects: Subject to preparation of an amendment to the TOD SIP Grant scope of work acceptable to Metro, RSG anticipates working with the Mason Street developer selected by the City Council.

Specific Plan Implementation: As part of the SB 2 grant, the City pledged to use the grant funds to identify infilt opportunity sites for redevelopment and work with existing property owners to explore interest in redevelopment or sal'e. These services would include development program feasibility, cost estimates, and property owner outreach. This task was included in the SB 2 grant and would be funded by these grant funds.

Other Tasks: During 2021-22, we were asked to assist staff on other projects not explicitly described in our scope of work on an on-call basis (for example rent control, middle-income housing, density bonus ordinance update). For 2022-23, we have included a $36,350 budget "contingency" for this purpose in the overall scope of work to assist staff as needed.

FEE PROPOSAL
An overall schedule for the work program above with the various optional components is included as an attachment to this letter. The breakdown of the corresponding funding sources is presented below as well:

Housing Division / SB 2 Grant
Planning Division/Metro TOD SIP Grant
General Fund (economic development, inclusionary housing, Firestone property) Total
$ 48,500
$74,480
$193,650
$216,630
RSG would retain our current fee schedule that has been in effect with the City since 2013 when we began providing professional services. Our Billing Rates are as follows:

Principal/Director
Senior Associate
Associate
Senior Analyst
Analyst
Research Assistant
Technician
Clerical
$235
$"l80
$160
$135
$125
$110
$80
$60
RSG does not charge clients fortravel or mileage (except direct costs related to field work/surveys), parking, standard telephone/fax expenses, general postage, or incidental copies. However, we do charge for messenger services, overnight shipping/express mail costs and teleconferencing services. We also charge for copies of reports, documents, notices, and support material more than five (5) copies. These costs are charged back at the actual expense plus a 'lO% surcharge. 137
Chris Jeffers, Interim City Manager

CITY' OF SOUTH GATE
April 29, 2022

RSG issues monthly invoices payable upon receipt, unless otherwise agreed upon in advance. Invoices identify tasks completed to date, hours expended and the hourly rate.

Sincerely,
Jim Simon, F"rincipal
J%
138
Scope of SmWcaa
2022-23 Work Program
CRy oT South Ga!e (Aprll 2022)
Task Hours & BJllnq Rate Re
Prlncipal Dliectoi Associate Analyst Res.Asst TotalHis $ 235 $ 235 $ 480 $ 125 $ 110
Task 1
Fund #
EeonomliiDavalopmant8tiat*qyupdata 40
F'rep8r0 nOW WOnOmb deVebpmBnl Hlra[agy 10 IJpdale June 2018 81ralagy, recommended but nOk mqukM 80 100 220
Gen Fund Task l.'l
Gen Funrl
40 80 100
Task 2
Fund #
Gen Fund Task 2.1
Gen Fund Task 2.2
Taik3
Fund#
TOD SP

TOO SLP

TOO SIP

TOD SIP
roo srp

TOD SIP
Task4
Fund #
6821Fma!on*Bl 40
Gangral Fund: MonNor and oversk)hl d SLA process, draft agreamerds as appropriale wklh legal counsel (:ompbThn af8LA Proaesa
Prepare agreements wRh Jal counsel hikidlng eoordlnaThn and meeUnga Cialaway Dlsblct Projects
FundedbyMETRO TOO SIPGranlreaeAiedby CRy
Task 3.1
Task 3.2
Task 3.3
Task 3.4
Task s.!)
Task 3.6
Mason Slreet - Prlmestor
Equbbki Devebpment Strategy - Project Kh=koff Meetlng ED8 - Prepare PresenlaTon af Et.onomk. Da!a am Opporlunltles EDS - Outreach to Slakehaklsrs
EDS- %para Gateway TOD Equi!abkr Devebpmenl Siralagy EDS - PuJa Mealings (2) !o Approve Strategy
138
70 15(1
20 20
30 30
4tl
10 i*a
4 4
!i0
3a
30 Spaclflc %n Areas - Opportunity Sites md Prop*r§ Mabmbly/Radavslopinant 100 80 Fun €kld b7 SB2 Grant: ICklrlffly apyirturNt7 dm br krfifl r0devebpmanh.arRk(ant WNh TWemf am Hdlydale SpeCrla. Plane:prDp0rty DukaaCh and feaslbrfity 582 Task 4.1
882 Task 4.2
HolydakiAnea
Tweedy BI Area
Task S
Fund #
G@naral On-Call 8arvlcas
Generar Fund: Olher servbes !IS requemed by C%. Hriushg Aulhorfly, or Sur;r;essorAgency 50 30 50 50
Gen Fund Task 6.1 Placehddey ror olhei servbes requested by staff 5a 30 50 so 14a
30 30
110
406
40 40
TOO
105
95 26
300
210
210
139
IOlDKR RfftlRli.
17872 GILLETTE AVE.

SLIITE 350
IFIVINE, CA 92614
714 541 4585
[email protected]
WEBQSG.COM
April 29, 2022 Via Electronic Mail
Chris Jeffers, Interim City Manager

CITY OF SOUTH GATE
8650 California Avenue
South Gate, CA 90280
PROPOSED WORK PROGRAM - 2022-23 (REVISED FROM FEBRUARY 2022)

HOUSING AUTHORITY
Dear Mr. Jeffers:

At your request, RSG has prepared this scope of work for the 2022-23 fiscal year.

ACCOMPLISHMENTS DURING THE CURRENT FISCAL YEAR
From July 1, 2021 through March 31, 2022, RSG has invoiced the Housing Authority a total of $ 93,831,85 for as needed consulting services, including these activities listed below:

1. Housinq Authority
a. Annual Reporting

1. Prepared Housing Authority annual report based on higher level of activity during FY 2020- 21 2. CompletingtheHousingSuccessorExpenditureReportforFY2010-21 b. 9001-19 Long Beach 81

1. Completion of surplus land act notice and developer selection for redevelopment of this property

2. PreparedandcirculatedtermsheetwithdealpointsandcoordinatingwithSpecialCounsel on preparation of DDA and associated documents

3. Despite holding off on issuing a notice to vacate, provided relocation coordination services for Vallarta Tires (current tenant at 9019 Long Beach Bl) including frequent tenant contacts and support services (initiated contact by phone or email (4 times and sent them 2 packets containing updated property listings)
c. 13050 Paramount Bl

1. Consultation with staff regarding potential redevelopment options for affordable housing project on this site

IRVINE BERKELEY VISTA
140
Chris Jeffers, Interim City Manager

CITY OF SOUTH GATE
April 29, 2022

2. Initiated surplus land act notice on this property and currently evaluating developer proposals for Housing Authority consideration.
d. Other Activities

1. Assisted staff with review of Housing Division work processes and provided recommendations to the Community Development Director 2, Monitored and provided required grant reporting on behalf of the Housing Authority, including SB 2 and PLHA.

PROPOSED WORK PROGRAM FOR 2022-23
RSG has developed the proposed work plan for FY 2022-23 based on the status of projects we are currently handling.

Housinq Authority Services
The HOusing Authority ServiCeS include certain reporting aCtiVitieS required by laW Of housing authorities and housing successors to former redevelopment agencies as well as affordable housing projects. including beginning work to dispose of 2703 Tweedy Boulevard, as well as affordable housing development projects planned for 9001-19 Long Beach Boulevard, 7916 Long Beach Boulevard, and 13050 Paramount Boulevard. Additionally, with PLHA and other funding available, RSG would assist the Housing Authority identify, assess, and potentially assemble additional infill sites for affordable housing development.

The total budget for 2022-23 for all of these activities is $172,125, spread among four separate funding sources. The details are as follows: Fund 241 (Housing Authority Admin) - $28,875, Fund 322 (Housing Successor Admin Allowance) - $62,250, SB 2 Grant Funds - $24,250, and PLHA Grant Funds - $56,750.

Annual reporting work includes preparation of the Housing Authority annual report for the year 2021-22 due to HCD by October 1, as well as the Housing Successor Expenditure Report for the same year due to the Housing Authority Board and HCD by December 31. RSG has prepared these reports in the past, including supporting material needed for Housing Authority Board consideration. With the transition of staff in the Housing Division, we have allotted some additional time tO WOrk With neW Or limited Staff tO COlleCt information neCeSSar9. 9001-19 Long Beach Boulevard: Overthe next few months, RSG expects to be working with Habitat for Humanity, Housing Authority Special Counsel, and city staff on the preparation of a DDA with HabitatfOrHumanityfOrdeVelOprnentOfthetWO-phaSed, 14-unittownhome prOjeCt In addition, the tenant - which RSG has been in contact with for the past several months as relocation coordinator - will need to be offered assistance from a relocation coordinator (RSG) and vacate the property as required by applicable law.

We anticipate the DDA and related documents will be approved sometime this summer (perhaps before the end of the current fiscal year). Once a DDA is approved, RSG will assist staff with monitoring the requirements of the parties and ensure the timely execution of the project. This may include advancing relocation activities, environmental consultant coordination, administering any pledged grant funds, and assisting staff with the oversight of cleanup activities necessary so that the second phase (9019 Long Beach Boulevard) will be able to begin upon receiving a no further action letter from DTSC.
3ff
141
Chris Jeffers, Interim City Manager

CITY OF SOUTH GATE
April 29, 2022

7916 Lonq Beach Boulevard: As mentioned earlier, the Housing Authority or City would need to enter into an affordable housing agreement with the selected buyer of this Successor Agency property as a condition of sale. During 2022-23, RSG's work would involve oversight of the affordable housing agreement, assuming it is prepared and approved by July 2022. 13050 Paramount Boulevard: The Housing Authority will soon be selecting a developer and may be entering into negotiations for a DDA for this proposed affordable housing project site. During 2022-23, RSG anticipates assisting with these negotiations by performing underwriting analysis of the proposed project, draffing deal terms, preparing a term sheet, and working with the City Attorney on preparing the DDA.

Future Housinq Sites: The City and Housing Authority have been the beneficiary of state and federal funds that may be used to develop more 100% affordable housing projects, which for the moment appears to be an important avenue for delivering such housing in South Gate. Building upon our initial research from last year for properties in the community, we would contact affected owners to explore interest and if favorable coordinate appraisal and due diligence work under purchase agreements. This work would be similar to our services for 9019 Long Beach Boulevard and 13050 Paramount Boulevard, both of which were acquired with RSG's assistance in 2020.

Housinq Grants: RSG assisted the Housing Authority in obtaining the $4.3 million PLHA grant and the $310,000 SB 2 grant, both of which have oversight and administrative requirements to ensure that they are used and reported properly. As RSG iS familiar With bath grants aS Well aS working in a similar capacity with the Finance Department on Successor Agency and Housing Authority expenditures, we would propose to take these reporting duties for the Housing Authority.

Additionally, as grants for new housing development and programs arise, RSG would develop applications for the City as needed over the next fiscal year.

FEE PROPOSAL
An overall schedule for the work program above with the various optional components is included as an attachment to this letter. The breakdown of the corresponding funding sources is presented below as well:

Housing Authority (Section 8 Admin) - Fund 241
Housing Authority / Housing Successor Admin Allowance - Fund 322 Housing Division/SB 2 Grant
Housing Division/PLHA Grant
$ 28,875
62,250
24,250
58,750
Total $172,125
!C)
142
Chris Jeffers, Interim City Manager

CITY OF SOUTH GATE
April 29, 2022

RSG would retain our current fee schedule that has been in effect with the City since 2013 when we began providing professional services. Our Billing Rates are as follows:

Principal/Director
Senior Associate
Associate
Senior Anafyst
Analyst
Research Assistant
Technician
Clerical
RSG does not charge clients fortravel or mileage (exceptdirect costs related to field work/surveys), parking, standard telephone/fax expenses, general postage, or incidental copies. However, we do charge for messenger services, overnight shipping/express mail costs and teleconferencing services. We also charge for copies of reports, documents, notices, and support material more than five (5) copies. These costs are charged back at the actual expense plus a 10o/o surcharge.

RSG issues monthly invoices payable upon receipt, unless otherwise agreed upon in advance. Invoices identify tasks completed to date, hours expended and the hourly rate.

Sincerely,
Jim Simon, Principal
143
Scope of !mnicos
2022-23 Houslng Authoilhy Work Program
City of South Gate Housing Author)7 (AprN 2022)
Task 1
Fund #
241
322
322
322
PLHA
882
322
/"IA
PLHA
241
Housing Authority / Houalnq Successor Services
Annualreportjng ac[tWt)es, disposNkin and devebpment, and potential acquhHtn acttvNres Task
Task
Task
Task
Task
Task
Task
Task
Task
Task
Housing Author+7 Annual Report (Due October 1 )
Housing Sutt.essor Expenditure Repor!- SB 341 (Due Dsc 31) 9001-19 Long Beach Bl - Tenant Rekx.atlon Sermea
9001-19 Long Beach Bl - DDA/Affordabki Housing %reement 7918 Long Bsach Bl - AFordabb Housing Agreement
13050 Psrarnount Bl - Nego)iatlon & Dispos&n and Devekipment Agreement 2703 Tweedy Bl - Prep for Tenant VacaHon In 8ep 2022 and Disposkn by 4/23 Site feaslbRRy and acqubRkin offuture affordabki houskxl altos Grants - Appkatkin and %porUng PLHA Grant (due by Juty 31) and SB2 Grant Other - on caH housing servk:es to be determim by ctlent Task Hours & BJinq Rate
Prlnclpal Director Assoclate Analyst Total H
$ 235 $ 235 $ 160 $ 125
230 110 260 405
30 40
100
15 q>
144
17872 GILLETTE AVE.

SUITE 350
IRVINE, CA 92614
714 541 4585
INFO:aWEBRSG.COM
WEBRSG.COM
February 28, 2022 Via Electronic Mail
Chris Jeffers, Interim City Manager
CI1Y OF SOUTH GATE
8650 California Avenue
South Gate, CA 90280
PROPOSED WORK PROGRAM - 2022-23

SUCCESSOR AGENCY SERVICES
Dear Mr. Jeffers:

At your request, RSG has prepared this scope of work for the 2022-23 fiscal year.

ACCOMPLISHMENTS DURI.NG THE CURRENT FISCAL YEAR
From July 1, 2021 through January 31, 2022, RSG has invoiced the SuccessorAgency a total of $28,706,25 for as needed consulting services, including these activities listed below:
'1. Successor Aqency
a. Timely completion of prior period adjustment by October 2021 b. Processing an amendment to the contract with Tetra Tech for remediation services associated with the Successor Agency-owned parcel at 3500 Tweedy and approval of additional ROPS funding for ongoing vapor extraction activities
c. Coordination on behalf of the Successor Agency with Tetra Tech and the Los Angeles Regional Water Quality Control Board (LARWQCB) on rerriediation activities resulting in a plan to expedite cleanup
d. Timely completion of ROPS 2022-23 resulting in approval by the Successor Agency, First District Oversight Board, and Department of Finance of requested enforceable obligation payments
e. Completion of Surplus Land Act designation and notice process with Oversight Board approval and a preliminary selection of a developer
f. Timely completion of proof of payment reviews requested by the County Auditor Controller tRVtNE fflERKELEY VISTA
Ll 5
145
Chris Jeffers, Interim City Manager

CITY OF SOUTH GATE
February 28, 2022

PROPOSED WORK PROGRAM FOR 2022-23
RSG has developed the proposed work plan for FY 2022-23 based on the status of projects we are currently handling.

Successor Aqency
Services for the Successor Agency are funded by RPTTF revenue received through the ROPS for administration and property disposition. The Successor Agency will continue to exist until 2024-25 when the bonds are paid off, unless properties remain unsold. Overall, for the year RSG anticipates a budget of $46,860 for the services outlined below.

RSG would continue to provide administrative and financial support services to the Administrative Services Departmentforthe SuccessorAgency,including preparation ofthe PriorPeriod Adjustmentdue by October 4, 2022 and ROPS for 2023-24. As part of these activities, RSG would review cash balances, prior year payments of enforceable obligations, preparation of the administrative budget, and other required accounting activities. RSG work includes collection and review of accounting records from the Department, preparation of required forms, coordination with staff, preparation of staff reports, resolutions, and supporting documents for Successor Agency and Oversight Board ROPS approval, and coordination with County Oversight Board, County Auditor Controller, and the Department of Finance with respect to review and inquiries on these documents.

Additionally, RSG would continue to assist the Community Development Department manage the disposition of the three remaining properties held by the Successor Agency for sale pursuant to the Long Range Property Management Plan.
3500 Tweedy 81: The Successor Agency owns a parcel within a larger parking lot adjacent to TELACU's South Gate Senior Villas project at the corner of Tweedy and California Avenue. The former gas station site is undergoing soil vapor extraction under a LARWQCB-approved remediation plan funded by RPTTF. RSG's role has been to work on behalf of the City to monitor Tetra Tech's work, coordinate between the various agencies involved, and ultimately seek to expedite case closure in order so that the Successor Agency may dispose of the property per the Successor Agency's Long Range Property Management Plan.

TELACU has the first right of refusal to purchase the property pursuant to their prior agreement with the former Community Development Commission inherited by the Successor Agency. It is yet uncertain whetherTELACU would exercise this right; should they not, the SuccessorAgencywould need to declare the property surplus, issue a notice of availability, enter into good-faith negotiations for 90 days, and then either enter into an agreement for the sale or market the property to other buyers. RSG expects these disposition activities to commence in July 2022. 7916 Lonq Beach Bl: With the City Attorney, RSG is presently assisting in the draffing of a purchase and sale agreement between Azure Community Development and the Successor Agency. The PSA would be conditioned upon approval of a separate affordable housing agreement between the City or Housing Authority and developer. Once prepared and accepted by staff and the developer, the SuccessorAgency Oversight Board would considerthe PSAand then escrowwould be opened.

We anticipate during 2022-23, our primary role would be oversight of the due diligence and schedule of performance, as well as coordination with escrow and the parties to the agreement.

EI Paseo Parkinq Lot: The final property to be sold by the Successor Agency is a portion of the suface parking lot at the EI Paseo Shopping Center. The CDC originally acquired the property as part of the redevelopment of the property which was a petroleum tank farm many decades ago; the original intent was that the CDC would hold this portion of the site with the highest levels of '4'l
146
Chris Jeffers, Interim City Manager

CITY OF SOUTH GATE
February 28, 2022

contamination in perpetuity. The subject property is a clay cap remediation device that restricts the use of the parcel. Dissolution of course alters this plan; now the SuccessorAgency will need to find a future owner - likely one that would expect remediation and/or liability protection perhaps under the Gatto Act.

Costs for this would need to be borne by the Successor Agency, but the certainty on funding-not to mention the interest of a private owner taking ownership-is highly unclear notwithstanding the very clear expectation that the SuccessorAgencywill complete its activities by 2024-25. We believe the best the Successor Agency can do is to notice the property as surplus and remain in existence as the probable owner in perpetuity if and until the Legislature alters the Dissolution Act to address situations such as this with unmarketable properties.

FEE PROPOSAL
An overall schedule for the work program above with the various optional components is included as an attachment to this letter. The breakdown of the corresponding funding sources is presented below as well:

SuccessorAgencyRPTTF-AdminAllowanceandPropertyDispositionBudget-Fund611 $46,860 RSG would retain our current fee schedule that has been in effectwith the City since 2013 when we began providing professional services. Our Billing Rates are as follows:

Principal/Director
Senior Associate
Associate
Senior Analyst
Analyst
Research Assistant
Technician
Clerical
$235
$180
$160
$135
$125
$1"lO
$80
$60
RSG does not charge clients fortravel ormileage (except direct costs related tofield work/surveys), parking, standard telephone/fax expenses, general postage, or incidental copies. However, we do charge for messenger services, overnight shipping/express mail costs and teleconferencing services. We also charge for copies of reports, documents, notices, and support material more than five (5) copies. These costs are charged back at the actual expense plus a 10% surcharge.

RSG issues monthly invoices payable upon receipt, unless otherwise agreed upon in advance. Invoices identify tasks completed to date, hours expended and the hourly rate.

Sincerely,
Jim Simon, Principal
147
Scope of Sahic*s
2022-23 Sutt.essor Agetr:y Work Prqram
Ciky of South Gate Successor Agency (February 2022)
Task Hours & BiHinq Rate
Priru:ipal Director Aisociaie Sr.Analyst Anatyst TotaH- $ 235 $ 235 $ 160 $ 135 $ 125
Taiik 1
Fund #
611
611
61f
611
811
8uceeiiorA(lehcy8arvk.aa 56
PPA, ROPS, and Property Djsposlbn for remarn% 3 LRPMP propertys (sub)ecl lo SLA requkemen[s) Task tl
Task 12
Task 1.3
Task 1.4
Task 15
Prbr Perkxl Adjmtmenl Due Odobei <
ROPS 2023-24 Preparallon
35(10 Tweedy Bl - Proper7 Remedlatbn Cootdkialkin with TELACu, SLA, Llstlng 7916 Long Beaah Bl - PSA Ovsrsk)ht
EI Passo Parkhg Lot LRPMP Property - SIA and Disposition of Brownfiekl 30 f.. 90
t=l(,,
148
Amendment No. I
Contract No. 2020-19-CC
AMENDMEhT N0. 1 TO CONTRACI' N0. 2020-19-CC
FOR ADDITIONAL GENERAL ON-CALL SERVICES FOR THE COMMtJNITY DEVELOPMENT DEPARTMENT BETWF,UN THE CITY OF SOUTH GATE AND RSG, INC.

This Amendment No. l to Contract No. 2020-19-CC for additional general on-call services for the Community Development Dcpartment ("Amendinent No. 1"), is made and entered into on May 25, 2021, by and between the City of South Gate, a municipal corporation ("City"), and RSG, tnc., a California corporation ("Consultant"). City and Consultant are sometimes hereinafter individually referred to as a "Party" and collcctivcly refened to as "Parties."
RECIT ALS:

WHEREAS, on March 10, 2020, the City Council approved Contract No. 2020-19-CC with Constiltant ("Agreement") to pmvide general on-call scnices related to tlie development and management of housing policies and related grant programs, in an amount not to exceed One Hundred Seventy Two Thousand One Hundred Fifteen Dollars ($172,115); WHEREAS, City does not have the persormel able and/or available to perform the unique senriees as identified in the Work Prograin attached hereto as Exhibit "A" and made a part to this Agreement; and
WHEREAS, City and Consul(ant desire to cxecutc Amendment No. 1 to the Agrecmcnt for additional general on-call services for the Community Development Department for an additional one-year term, through and including June 30, 2022, in an amount not to excecd Two Hundred Tluee Thousand Nine Hundred Fifteen Dollars ($203,915), under the terms and conditions pf the Agreement, bringing the aggregate total of the Agreement and Amendment No. 1 to a total sum of Three Hundred Seventy Six Thousand Thirty Dollars ($376,030).

NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:

1. MODIFICATJON TO AGREEMENT.
a. COMPENSATION. Tlie amount of compensation paid by City to Consultant for the additional services as identified in Exhibit "A" shall not exceed Two Hundred Three Thousand Nine Hundred Fiftcen ($203,915), bringing the aggregate total of the Agreement and Amendment No. Ito a total sum of Tliree Hundred Seventy Six Thousand Thirty Dollars ($376,030). b. TERM OFACRFFt!tENT. This Amendment No. 1 is effective May 25, 2022 through and mcluding June 30, 2022, unless otherwise terminated as provided for under the terms of the Agreement.

2. EFFECT OF AMENDMENTS. Except as expressly amended herein, all other terms and conditions of the Agreement and its Amendments, Attachments, and Exhibits thereto, shall remain in full for'ce. All of the recitals to this Amendment No. l are incorporated Pagelor2
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Amendnient No. 1
Contract No. 2020-19-CC
into thc Agreement as modified by this AmendmentNo. 1, IN WITNESS WHEREOF, the Parties hereto liave caused this Amendment No. Ito be executed and attested by their rcspective o[ficcrs hereunto du]y authorized.

CffY OF SOUTH GATE:

Al Rios, Mayor
Dated: 64 07 2/
(SEAL)
APPROVED AS TO FORM:

B7:

F. Salinas, City Attomey
RSG, INC.:

Ji imon, Principal, R'Th, Inc.

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Exhibit "A"
%af aoiou nii
17a72 allLffiTTl AVa,
SUITI xso
IRVI!a, eA @2m4
714 !141 4585
lHpo@@iBR5G.COM
[email protected]
May 20, 2021 Via Eleclronlc Mall
Chris Jeffers, Interlm City Manaqer

CITY OF SOUTH GATE
8650 California Avenue
South Gate, CA 90280
PROPO8ED WORK PROGRAM - 202'l-22
COMMUNITY DEu>r i!iL.:14T uCrAJiTM(.14T GCnVICES
Dear Mr. Jeffers:

Atyour request, RSG has prepared this sope ofworkforthe 2021-22 fiscal year.

ACCOMPL18HMENT8 DURING THE CURRENT FISCAL YEAR
Sine@ the beginning ofthe airrent fiszl year, R8G has provlded over 1,200 hours of consulting services to South Gate resulting In the followlng azmpl!etvnents:
q. City (Communitv Development Deoarlment>
a. nmely applicatlon for a $300,000 EPA Assessment Coalltl(z grant to provlde dty funds to conduct brownfield Inwatigations and fadlitate redevelopment in the three spedfk, plan areas and almg Long Beach Boulevard.
b, Preparation of a drafi Incluslonary Houslng Ordinance and draft Inclusionary Housing 8tudy (ourrently on hold)
c. Timely appliaation am award of an estlmated $4,327,920 In Permanent Loml Houslng ANocaflOTh Program fi.inding to increise affordable housing supply. Funding will be dlstrlbuted overthe five-yearfundlng period.
d. Initiated Housing Division Efficiency Aud[ to identify best pracflaes for sustaining operatkins and dellverlng best-In-class CDBG, HOME, Sed'on 8, and generd t'ffluslng services . e. Preparation and presentation of semnd annual report on June 2018 E:oonomc Development Strategk, Plan
PROPOSEO WORK PROGRAM FOR 2021-22
RSG hag deVelopedthe proposedworkplan forFY 2021-22 based On the8tatu8 ofproJsatswe are currently handling.

Due to COVID am other drcumstanoes, twoof RSG's 2e*wge susperided in 2020, blltWeanti$ite the aty mll Still Want tO prooeed mth the80 projects. We have also antiapated elther an update €O the exlstlng (now 3 year old) Economlc Devdopment Strategy or a review of the cumint sh'ategy, as we(l as some on call services. The budgets tr these tasks are induded In the desalptlons below:
18VIM BERKEIEY VISTA
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Chris Jeffers, Interim City Manager
CrlY OF SOUTH GATE
May 20, 2021

Economic Development etrateqk: Plan: To align mth the current prlorlfles of the mmrnunlty post- COVID as well as those of the wrrent City Coundl, R8G has prevlously reoommended to staff to update the June 2018 8trategic Plan. Based both on our prior work and our focus largely around engaglng key constituencies of the community, RSG wguld workwtth staff to convene a task form once again to develop and bring fomard refreshed priorities and goals for U'ie next three years, The structure am depth ofthestrategywould be comparable to tits currentone, in orderto contain costs for the City. We have plaoed a prellmlnary budget of $32,850 for this work ki the soope dr services here and ain elaborate ormodify as staff prefers.

As an altematiw to a new Strategy, R3G may also work with the Community Devetopmmt Deparbrient to prepare a third-year report on apllshmerits, slmilar to the last mo U'iat have been presented to the Clty Counal (most rece4 In December 2020). The esUmated cod for thls alternathre Is $6,076.

InduslonarV HOWirlQ Ordinance and tn-Lleu Fee Ad(X)UOn: RSG hag allaed time to Work on the cornpletlon of the feasibility shjdy, drdt ordnance, and In-lieu fee resolution, coHaboratlng wlth staff, Planning Commission, City Council, and the publlc for adoption, We envlslon a limited amount of addiUonal work to adopt the drdt Ordinance presented In fell 2020 and have Included 4 public meeUngs for oonslderatlon md adoption. We antldpate a oost of $28,770 to plete the cunent draft ordlnanoe md adopt the proposed fee schedule, unless the Cltyseeks to smnlflcmUy rairnp the approach taken thus far,
If pursued, the City General Fund would be responsible for the costs for the Incluslonary Housing Ordinance,
GatewaV TOO SIP Grant / equitable Devdoprnent 8trateqv: A8 pat Of the successful grmt appliuflon to Metro, the City oommitted to'prepglng an equitable development strategy for the redevelopment of the area around the Gateway tanslt station to address industve and equitable economlc development The smpe of work for this strategy was Included in Uie grant spplk,at)on, which entalls the follomng:

Kk,koff meetlngs with staff, Planning Comrnlsskin, and aty Counal (3 meeUngs) to disoss prowss and present approadt for discusslon and consideratlons.

Compile ecmomic researdt ard develop summary of key issues currenfly and potentlally fadng South Gate residents, property owners, and businesses mth implernentatlon of the Gateway TOD pmjeat. Detelop )nmal presentation materids for rmtlew with staff, then presentation and discussion with stakeholder groups. Moat research would be oompiled from exlstlng wo* RSG has performed in 2020 related to houslng and household Issues, mth addltlonal researdi on cornrnercial reel estate and business dlmate, both before and durlng the COVID-19 crisis.

Dellverables include one draft and one final presentation, Develop and executed three-part stskeholder engagemerit program, conslsUng ofldentifylng key makeholder groups in conjund!on with dty staff, that represent Uie interests of those impacted or o$ermse affected by Uie Gatavsy TOD proved.

Part 1: Survey - Stakeholder engagement would consist of an online survey to awide range of 8takehOlder8 (RSG WOuld reaimmend Thmunity activlsts and leadem, Includlng nmpmfit stakeholders we apoke with earller ki2020) to gain understanding on priorities and conmms about pmJed irnplementaUon, indudlng what parts of the community may need specific 6o
152
(ffirls Jeffers, Interlm Clty Manager

CITY OF SOUTH GATE
May 20, 202"l

attention. We would use thm survey feedback to deslgn stakeholder meetlng agenda, fon'nal and desired outcomes, and review thls with the clientfor a:imment or revisions, Part 2: Stakeholder Meetings - Based on <lunteers from the 8tlhey (where they would be invited to express interest In attending (virtual) stakeholder maeUngs), notioe, organize and conduct (vKual) 5-6 stakeholder workshops vla Zoeirn (can consider in person if approprlate, safe, and idtimately belleved to result in largerpartidpaUon). For each meaUng, prepare remp of actions and agreements, along wlth photos, graphlcs shared, and attendanoa mster, Part 8: Community MeeUng: Prepare notlm, draft agenda, and execute one community workshop to present resu(ts of Sumy and 8takeholdar Maetlngs klentifytopisaiedconaerns aboiil projed buildout, priorities for plann[ng and eoonomlc polldes and pradloes to proted exisUng residents and businesses, while affording them maximum opportunlties to benefit ffom the pmJect. Indude (from RSG) the steps and am!ons neaessary to Implementthese adions, assuming some oflhese may betechnlcd, procedural, or budgetaryin nature, Invlte comments on these findings from the publk, and Inmrporate Into deliverab(es, Deliverables: 1) a summary memo of public outreadi paomss and residfs, Inoorporate mulUng comments and feedback from outreadr, am prepge Equhable Development Strategy that emerges as an outoome of stakehokmr engagement, Indudlng planning, community devekpment, eaonomk, development, and ongoing publlc paatldpatlon mmponents.

Dellverables indude two drafts and onefinal doaament.

Presentatlon of Strategy at Plannlng Commission and CRy Counal meetings, Indudng assistance with prsparing agenda bi(Is and poWerpoint 6821 Firestonepl/F'rlmema'DD/S:Thecit7enta"etiintoaoisp0=tionanddevetopmentagreement with Primestor (the owner of tha adjat shopplng center) for development of this parklng lot property. RSG would oversee the due dll$ence and schedule of peformmm, as well as escrow ooordination to ensure cornpliancewlth the DDA and a sudul mmdetton oftheproject.

This projedwould be funded by Uie City General Fund..

Speofflc plan ImplementaUon: As part oflhe8B 2 grant, the City pledged to use Thagrantfiindsto Identi$ infiU opportunity sttesfui ioilovulupiiiviiL mid WOrk Wlth e)dsffng prope$ owners to eXpkXe Interest in redemoprnent or sale. Them servim would induda dovalopinanl piusviii ruuaibili!, oost esUmates, and property owner outreadi. Thls task was Induded In the SB 2 grant and would be Aimed bythesa grantfums.
5: OOCaslOnallY Wet are asked tO a88i8t 8taff On Other proJ; Wt1en th4580 tWk8 are 80 minor and smdl In nakire, providlng a separate soope of work Is not necessary. For this purpose, we have Induded a $M,950 budget 'oontlngenJ'for this purpose In the o'vsrall soope of work to asslst staff as needed.
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Chrts Jeffers, Interim City Manager

CITY OF SOUTH GATE
May 20, 2021

FEE PROPOSAL
An overall schedule for the work program above mth the varmus optlonal components is Induded as an attadiment to this letter. The breakdown of the cornaspanding fundlng sources is presented below as well:

Housing Dlvislon/SB 2 Grant
Plamlng Dlviskin / Metro TOD SIP Grant
General Fum (axinomk, development, Incluslonary housing, Flrestone property) Total
$48,500
$87,020
$88,395
$203,915
RSGwould retain our currentfee schedule that has been In effectwlth the City since 2013 when we began provlding professlonal servk,as, Our Bfillng Rates are as follows:

Principal/Director
Sa'iior Asso6ate
Assiociate
Senlor Analyse
Analyst
Researdi Assistant
Technician
Clerieal
$235
$180
$160
$135
$126
$'llO
$80
$60
RSG doesnotdiarge dlentsfortravel ormleage (exqtdiredoostsrelated tofiddwork/surveys), parking, standard telephone/fax expenses, general postage, or inadental coptes. However, we do charge for messenger services, overnight shipping/express mail costs and teleoonferercing services. We also diarge for mples of reports, documents, noUms, and support rnterlal more than five (6) copies. These mts are charged back at the adual expense plus a 1 PA surcharge, RSG Issues monthly invoices payable upon ret, unless otherwlse agreed upon in advance. Invoioes Identify tasks oompleted to date, hours expended and the hourly rate.

Slncerely,
Jim Simon, Principal
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.GREEM[ENT FOR PROFESSIONAL SERVICES FOR GENERAL

ON-CALL SERVICES BETWEEN THE CITY OF SOUTH GATE
AND RSG, INC.

This Agreement for Professional Services for General On-Call Services ("Agreement") is made and entered into on March 10, 2020, by and between the City of South Gate, a municipal corporation ("City"), and RSG, Inc., a California corporation ("Consultant"). City and Consultant are sometimes hereinafter individually referred to as a "Party" and collectively as "Parties."

RECIT ALS
WHEREAS, City desires to retain Consultant for General On-Call Services; and WHEREAS, Consuftant warrants to City that it has the requisite skills, knowledge, qualifications, manpower and expertise to perform properly and timely the Professional Services under this Agreement; and
WHEREAS, based on such representation, City desires to contract with Consultant to perform the services described in the Scope of Services attached hereto as Exhibit "A" of this Agreement.

NOW, THEREFORE, the Parties hereby agree as follows:

1. SCOPE OF SERVICES. City hereby engages Consultant, and Consultant accepts such engagement, to perform the services set forth in the Scope of Services as described in Exhibit "A" attached hereto and made part of this Agreement. The Scope of Services may be mutually amended from time to time by both Parties in writing, 2, COMPENSATION. The total amount of compensation for this Agreement shall not exceed the sum of One Hundred Seventy Two Thousand, One Hundred and Fifteen Dollars ($172,115) as described in the Fee Proposal attached hereto as Exhibit "B." City shatt pay Consultant for its prof'essiona) services rendered and reasonable costs incurred pursuant to this Agreement. No additional compensation shall be paid for any other expenses incurred unless first approved in writing by the Director of Community Development.
2,1 Consultant shall be required to attend meetings at City Hall as necessary in the delivery of the projects. Travel time between the Consultant's office and City Hail shall not be billable; however, mileage is an allowable charge reimbursable at the federal rate. Consultant may request an exemption on a case by case basis.

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2.2 Consultant shall submit to City a monthly invoice for services rendered included in Exhibit "A." City shall pay the Consultant within forty-five (45) days of receipt of the invoice.
2,3 No payment made hereunder by City to Consultant, other than the final payment, shall be construed as an acceptance by City of any work or materials, nor as evidence of satisfactory performance by Consultant of its obligations under this Agreement.

TERM OF AGRF,F,MF,NT. This Agreement is effective as of March 10, 2020, and will remain in effect through and including June 30, 2021, unless otherwise expressly extended and agreed to by both Parties in writing, or terminated by either Party as provided herein.

CITY AGENT. The Director of Community Development, for the purposes of this Agreement, is the agent for the City. Whenever approval or authorization is required, Consultant understands that the Director or Community Development has the authority to provide that approval or authorization.

CONFLICT OF INTEREST. Consultant represents that it presently has no interest and shall not acquire any interest, direct or indirect, in any real property located within City which may be affected by the services to be performed by Consultant under this Agreement. Consultant further represents that in performance of this Agreement, no person having such interest shall be employed by it. Within ten (10) days, Consultant agrees that it will immediately notify City of any other conflict of interest that may exist or develop during the term of this Agreement.

5.1 Consultant represents that no City employee or official has a material financial interest in the Consultant's business. During the term of this Agreement and/or as a result of being awarded this Agreement, Consultant shall not offer, encourage or accept any financial interest in the Consultant's business or in this Agreement by any City employee or official.

GENERAL TERMS AND CONDITIONS.

6.I Termination for Convenience. The City may terminate this Agreement at any time without cause by giving fifteen (15) days written notice to Consultant of such termination and specifying the effective date thereof. In that event, all finished or unfinished documents and other materials shall, at the option of City, become its property. {f this Agreement is terminated by City as provided herein, Consultant will be paid a total amount equal to its costs as of the termination date, plus ten percent (10%) of that amount for profit. in no event shall the amount payable upon termination exceed the total maximum compensation provided for in this Agreement.

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6.2 Termination for Cause.

6.2.1 The City may, by written notice to Consultant, terminate the whole or any part of this Agreement in any of the following circumstances:
a. If Consultant fails to perform the services required by this Agreement within the time specified herein or any authorized extension thereof, or
b. If Consultant fails to perform the services called for by this Agreement or so fails to make progress as to endanger performance of this Agreement in accordance with its terms, and in either of these circumstances does not correct such failure within a period of ten (10) days (or such longer period as City may authorize in writing) after receipt of notice from City specifying such failure.

6.2.2 Tn the event City terminates this Agreement in whole or in part as provided above in Subsection 6.2.1, City may procure, upon such terms and in such manner as it may deem appropriate, services similar to those terminated.

6.2.3 If this Agreement is terminated as provided above in Subsection 6,2.1, City may require Consultant to provide all finished or unfinished documents, data, studies, drawings, maps, photographs, reports, mms, charts, sketches, computation, surveys, models, or otlier similar documentation prepared by Constiltant. Upon such termination, Consultant shall be paid an amount equal to the value of the work pert'ormed. In ascertaining the value of the work performed up to the date of termination, consideration shall be given to both completed work and work in progress, to complete and incomplete drawings, and to other documents whether delivered to City or in possession of Consultant, and to authorized reimbursement expenses.

6.2.4 If, after notice of termination of the Agreement under the provisions of Subsection 6.2. l above, it is determined, for any reason, that Consultant was not in default, or that the default was excusable, then the rights and obligations of the Parties shall be the same as if the notice of termination had been issued pursuant to Subsection 6.1 above.

6.3 Non-Assignability. Consultant shall not assign or transfer any interest in this Agreement without the express prior written consent of City.

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6.4 Non-Discrimmation.

6.4.1 Consultant shall not discriminate against any employee, subcontractor, or applicant for employment because of race, creed, gender, gender identity (including gender expression), color, religion, ancestry, sexual orientation, national origin, disability, age, marital status, family/parental status, or veteran/military status, in the performance of its services and duties pursuant to this Agreement and will comply with all applicable laws, ordinances and codes of the Federal, State, and County and City governments. Consu(tant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment without regard to their race, color, religion, ancestry, sec, national origin, disabled or age.

Consultant will take affirmative action to ensure that all employment practices, including those of any subcontractors retained by Consukant to perform services under this Agreement, are free from such discrimination. Such employment practices include but are not limited to hiring, upgrading, demotion, transfer, recruitment, recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship.

6.4.2 The provisions or Subsection 6-4.2 above shall be included in all solicitations or advertisements placed by or on behalf of Consultant for personnel to perform any services under this Agreement. City shall have access to all documents, data and records of Consultant and its subcontractors for purposes of determining compliance with the equal employment opportunity and non-discrimination provisions of this Section, and all applicable provisions of Executive Order No. 11246 which is incorporated herein by this reference. A copy or Executive Order No. 11246 (relating to federal restrictions against discriminatory practices) is available for review and on file with the City Clerk's Office.

6.5 Insurance. Consultant shall submit to City certificates indicating compliance with the following minimum insurance requirements no less than one (1) day prior to beginning of performance under this Agreement:

6.5.1 Workers' Compensahon Insurance as required by law. Consultant shall require all subcontractors similarly to provide such compensation insurance for their respective employees.

6.5.2 Comprehensive general and automotive liability insurance protecting Consultant in amounts not less than $1,000,000 for personal injury to any one person, $1,000,000 for injuries arising out of one occurrence, and $500,000 for property damages or a combined single limit of

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$5000,000, with an aggregate of $2,000,000. Each such policy of insurance shall:
a. Be issued by a financially responsible insurance company or companies admitted or authorized to do business in the State of California or which is approved in writing by City. b. Name and list as additional insured City, its officers and empfoyees.

C. Specify its acts as primary insurance
d. Contain a clause substantially in the following words: "It is hereby understood and agreed that this policy shall not be canceled except upon thirty (30) days prior written notice to City of such cancellation or materia] change."
e. Cover the operations of Consultant pursuant to the terms of this Agreement.

6.6 Indemniflcation. Consultant agrees to indemnify, defend and hold harmless City and/or any other City agency, including other employees, officers and representatives, for/from any and all claims or actions of any kind asserted against City and/or any other City agency arising out or Consultant' s (including Consultant's employees, representatives, products and subcontractors) negligent performance under this Agreement, excepting only such claims or actions which may arise out of sole or active negligence of City and/or any other City agency, or any third parties not acting on behalf of, at the direction of, or under the control of Consultant.

6.7 Compliance With Applicable Law. Consultant and City shall comply with all applicable laws, ordinances and codes of the federal, state, county and city governments, without regard to conflict of law principles.

6.8 Independent Contractor. This Agreement is by and between City and Consultant and is not intended, nor shall it be construed, to create the relationship of agency, servant, employee, partnership, joint venture or association, as between City and Consultant.

6.8.1. Consultant shall be an independent contractor and shall have no power to incur any debt or obligation for or on behalf of City. Neither City nor any of its officers or employees shall have any control over the conduct of Consultant, or any of Consultant's employees, except as herein set forth, and Consultant expressly warrants not to, at any time or in any Page S of 12
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manner represent that it, or any of its agents, servants or employees are in any manner employees of City, it being distinctly understood that Consultant is and shall at all times remain to City a wholly independent contractor and Consultant's obligations to City are solely such as are prescribed by this Agreement.

6.8.2. Indemnification of CalPERS Determination- In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or CalPERS to be eligible for enrollment in CalPERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for CalPERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility or City.

6.9 Consultant's Personnel.

6.9.1 All services required under this Agreement will be performed by Consultant, or under Consultant!s direct supervision, and all personnel shall possess the qualifications, permits and licenses required by State and local law to perform such services, including, without Jimitation, a City of South Gate business license as required by the South Gate Municipal Code.

6.9.2 Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing services required by this Agreement, and compliance with all reasonable performance standards established by City.

6.9.3 Consultant shall be responsible for payment of all employees' and subcontractor's wages and benefits, and shall comply with all requirements pertaining to employer's liability, workers' compensation, unemployment insurance, and Social Security.

6.9.4 Consultant shall indemnify and hold harmless the City and all other related entities, officers, employees, and representatives, from any liability, damages, claims, costs and expenses of any nature arising from alleged violations of personnel practices, or of any acts or omissions by Consultant in connection with the work perf'ormed arising from this Agreement.

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6.10 Copyright. No reports, maps or other documents produced in whole or in part under this Agreement shall be the subject of an application for copyright by or on behalf of Consultant.

6.11 Legal Construction.

6.11.1 This Agreement is made and entered into in the State of California and shall in all respects be interpreted, enf'orced and governed under the laws of the State of California, without regard to conflict of Jaw principles.

6.11.2 This Agreement shall be construed without regard to the identity of the persons who drafted its various provisions. Each and every provision of this Agreement shall be construed as though each of the parties participated equally in the drafting of the same, and any rule of construction that a document is to be construed against the drafting party shall not be applicable to this Agreement.

6.11.3 The article and section, captions and headings herein have been inserted for convenience only and shall not be considered or referred to in resolving questions of interpretation or construction.

6.11.4 Whenever in this Agreement the context may so require, the masculine gender shall be deemed to refer to and include the feminine and neuter, and the singular shall refer to and include the plural.

6.12 Final Payment Acceptance Constitutes Release. The acceptance by Consultant of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Consultant for anything done, furnished or relating to Consultant's work or services. Acceptance of payment shall be any negotiation of City's check or the failure to make a written extra compensation claim within ten (10) calendar days of the receipt of that check. However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Consultant, its employees, subcontractors and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Consultant, its employees, subcontractors and agents.

6.13 Corrections. In addition to the above indemnification obligations, Consultant shall correct, at its expense, all errors in the work which may be disclosed during City's review of Consultant's report or plans. Should Consultant fail to make such correction in a reasonably timely manner, such correction shall be made by City, and the cost thereof shall be char(4ed to the Consultant.

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6.14 Files. All files of Consutant pertaining to City shall be and remain the property of City. Consultant will control the physical location of such files during the term of this Agreement and shall be entitled to retain copies of such files upon termination of this Agreement.

6.15 Waiver; Remedies Cumulative. Failure by a Party to insist upon the performance of any of the provisions of this Agreement by the other Party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such Party's right to demand compliance by such other Party in the future. No waiver by a Party of a default or breach of the other Party shall be effective or binding upon such a Party unless made in writing by such Party, and no such waiver shall be implied from any omissions by a Party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or breach, or cover any other period of time, other than any default or breach and/or period of time specifled. All of the remedies permitted or available to a Party under this Agreement, or at law or in equity, shall be cumulative and alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right of remedy.

6.16 Mitigation of Damages. In all such situations arising out of this Agreement, the Parties shall attempt to avoid and minimize the damages resulting from the conduct of the other Party.

6.17 Severability. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any Wa)/.

6.18 Attorney's Fees. The Parties hereto acknowledge and agree that each will bear his or its own costs, expenses and attorney's fees arising out of and/or connected with the negotiation, drafting and execution of the Agreement, and all matters arising out of or connected therewith except that, in the event any action is brought by any Party hereto to enforce this Agreement, the prevailing Party in such action shall be entitled to reasonable attorney's fees and costs in addition to all other relief to which that Party or those Parties may be entitled.

6.19 Entire Agreement and Amendments. This Agreement constitutes the whole agreement between City and Consultant, and neither Party has made any representations to the other except as expressly contained herein. Neither Party, in executing or performing this Agreement, is relying upon any statement or information not contained in this Agreement. Any amendments, changes or

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modifications to this Agreement must be made in writing and appropriately executed by both City and Consultant.

6.20 Notices. Any notice required to be given hereunder shall be deemed to have been given by email transmission with confirmation of delivery, and depositing said notice in the United States mail, postage prepaid, and addressed as follows:

TO CITY:

City of South Gate
Joe Perez
Director of Community Development
8650 California Avenue
South Gate, CA 90280
Email: iperez@,sogate.org
TO CONSULT ANT:

RSG, lnc.

Jim Simon
Principal
17872 Gillette Avenue
Irvine, CA 92614
Email: [email protected]
WITH COURTESY COPY TO:

City Clerk's Office
Carmen Avalos
City Clerk
8650 California Avenue
South Gate, CA 90280
Email: cavalos(2i,sogate.org

6.21 Warranty of Authorized Signatories. Each of the signatories hereto warrants and represents that he or she is competent and authorized to enter into this Agreement on behalf of the Party for whom he or she purports to sign.

6.22 Consultation With Attorney. Consultant warrants and represents that it has consulted with an attorney or knowingly and voluntarily decided to forgo such a consultation.

6.23 Interpretation Against Drafting Party. City and Consultant agree that they have cooperated in the review and drafting of this Agreement. Accordingly, in the event of any ambiguity, neither Party may claim that the interpretation of this Agreement shall be construed against either Party solely because that Party drafted all or a portion of this Agreement, or the clause at issue.

6.24 Counterparts. This Agreement may be executed in counterparts and as so executed shall constitute an agreement which shall be binding upon all Parties herein.

t,:,r
163
Contract 2020-19-CC
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed and attested by their respective officers thereunto duly authorized.

CITY OF SOUTH GATE:

B7:
.Dated: tl. L, lot-a
ATTEST:

Carmen Avalos, City C
(SEAL)
APPROVED AS TO FORM:

B7:

I F. Salinas, City Attorney
RSG, [NC.:

Ji Simon, Principal

164
Contract 2020-19-CC
EXHIBIT " A"

SCOPE OF SF,RVICES
2019-21 WORK PROGRAM FOR THE CITY OF SOUTH GATE RSG would provide the following services to the City of South Gate on an u-needed basis as directed by the Client, in accordance with the fee schedule attached as Attachment "B" to this Scope of Services. These services include the following:

Task l- Former Courthouse Reuse:

RSG would assist the Public Works Department expfore and negotiate disposition options for the former courthouse building adjacent to City Hall, including review of market conditions, lease terms, and proposals between the City and the County of Los Angeles for a workforce and youth employment center.

Task 2 - Equitable Development Toolkit:

RSG would assist the Community Development Department implement the City's Economic Development Strategy and tools to prevent the equitable development ofexistingresidentsandbusinesses. Thisincludesformulationofaninclusionary housing ordinance, periodic updates and progress reports, negotiations of community benefit agreements and a policy for such agwements, application for grant funds to finance project implementation, and other tasks as may be assigned.

Task 3 - Specific Plan Itnplementation:

RSG would also assist the Department implement the Tweedy, Gateway District, and Hollydale Specific Plans, including seeking grant funding for environmental studies, evaluating and pursuing infill redevelopment opportunities in partnership with property owners, and other tasks as identified by staff, Task 4 - General On-Call Services (as needed):

Finally, RSG would assiSt various City Departments undertake other project or strategic planning efforts as part of the revitalization and continued reinvestment in South Gate that may be assigned by staff.

(,z3
165
Scope of 8*rvlcei
2019-21 Werk PfOgfflm
City of South Ga!+ Profaulond
Serd>s (March 2020)
Task 1-4 €:lty of South Oats: Prof*silonal Sinless
Task 1 pormar Courthouse Rouse- s84o Califomla AVOiiue rsuie, tenant nago!iauona, and general adusory serThcas (Market sas*asmsnl. real propaQ negolialions, dewloprnem pqram, and meeTingi).

Task 2 EquHable Development ToolJ- Antl6pated projects alm*d at mdmiiing polanlld Impma or redavdopm*nt adMti*s around tily (lnclusionary housing omlnance dawlopmanl and Communi§ bsneflt program development.) Task 3 Spee.l(k: Plan Implemenlallon- Adfflaory and taeihnlcal iemcea io Idenlify and addmsi bolllenedis to realization of Galway.

Hollydala and Twsedy Spama Plans
Task 4 General on->II game's, aa requealed by dafT. (.,'t
166
(,,5
167
Attachment E
Amendment No. I
Contract No. 2020-19-CC
AMENDMENT N0. 1 TO CONTRACT N0. 2020-19-CC

FOR ADDITIONAL GENERAL ON-CALL SERVICES FOR THE COMMUNITY DEVELOPMENT DEPARTMENT BETWEEN THE CITY OF SOUTH GATE AND RSG, INC.

This Amendment No. l to Contract No. 2020-19-CC for additional general on-call services for the Community Development Department ("Amendinent No. 1"), is made and entered into on May 25, 2021, by and between the City of South Gate, a municipal corporation ("City"), and RSG, Inc., a Califomia corporation ("Consultant"). City and Consultant are sometimes hereinafter individually referred to as a "Party" and collcctivcly referred to as "Parties."
RECIT ALS:

WHEREAS, on March 10, 2020, the City Council approved Contract No. 2020-19-CC with Consultant ("Agreement") to provide general on-call scrvices related to tlie dcvclopment and management of housing policies and related grant PROGRAMS, in an amount not to exceed One Hundred Seventy Two Thousand Onc Hundred Fifteen Dollars (S172J15); WHEREAS, City does not have the personnel able and/or available to perform the unique services as identified in the Work Program attached hereto as Exhibit "A" and made a part to this Agreement; and
WHEREAS, City and Consultant desire to cxccutc Amendment No. 1 to thc Agrecmcnt for additional general on-call services for the Community Development Department for an additional one-year term, through and including June 30, 2022, in an amount not to excecd Two Hundred Tbree Thousand Nine Hundred Fifteen Dollars ($203,915), under the terms and conditions of tlie Agreement, bringing the aggregate total of the Agreement and Amendment No. l to a total sum of Three Hundred Seventy Six Thousand Thirty Dollars ($376,030).

NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:

1. MODIFICATION TO AGREEMENT.
a. COMPENSATION. The amount of compensation paid by City to Consultant for the additional services as identified in Exhibit "A" sbajl not exceed Two Hundred Three Thousand Nine Hundred Fiftcen ($203,915), bringing thc aggregate total of the Agreement and Amendment No. l to a tota) sum of Tliree Hundred Seventy Six Thousand Thirty Dollars ($376,030). b. TERM OF AGREEMENT. This Amendment No. 1 is effective May 25, 2021 through and including June 30, 2022, unless othcrwisc terminated as provided for under the terms of the Agreement

2. EFFECT OF AMENDMENTS. Except as expressly amended herein, all other terms and conditions of the Agreement and its Amendments, Attachments, and Exhibits thereto, shall remain in full force. All of the recita)s to this .Amendment No. l are incoi'poratcd Pagelor2
168
Amendment No. l
Contract No. 2020-19-CC
into thc Agreement as modified by tliis An'-iendment No. 1.

IN WITNESS WHEREOF, the Parties hereto liave caused this Amendmcnt No. Ito be executed and attested by their rcspective ofliccrs hereunto duly authorized.

CIT\ OF SOUTH GATE:

AI Rios, Mayor
ATTESTED:

By-: (2a,
Carmen Avalos, City Clerk,,)
(SEAL)
APPROVED AS TO FORM:

F. Salinas, City Attorney
RSG, JNC.:

BY : x , /'9.

JinySimon, Principal, RS-G, Inc.

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Exhibit "A"
Q.R5G
W El!:'rTffln COMMUNTTlff!I.
"" BOLDIR PtffllRB&
17f72 GllLETTt- AVE.

SUITE 350
IRVINt, CA 92614
714 541 4585
[email protected]
W!BFIS(=.COM
May 20, 2021 Via Electronic Mail
Chris Jeffers, Interlm City Manager

CITY OF SOUTH GATE
8650 California Avenue
South Gate, CA 90280
PROPOSED WORK PROGRAM - 2024-22
COMMUNITY DEVELOPMENT DEPARTMENT 8ERVICES
Dear Mr, Jeffers:

At your request, RSG has prepared this scope of work for the 2021-22 fiscal year.

ACCOMPLISHMENTS DURING THE CURRENT FISCAL YEAR
Since the beginning of the current fiscal year, RSG has provided over 1,200 hours of consulting services to South Gate resulting In the fo)lowlng accomplishments:

1. City (Communitv Development Department>
a. Timely application for a $300,000 EPA Assessment Coalition Grant to provide city funds to conduct brownfield investigations and facilitate redevelopment in the three specific plan areas and along Long Beach Boulevard,
b, Preparation of a drafi Inclusionary Housing Ordinance and drafi Inclusionary Housing Study (currently on hold)
0, Timely application and award of an estimated $4,327,920 In Permanent Lozl Hous(ng AJlocation Program funding to increase affordable housing supply. Funding wall be distributed over the five-year fundlng period.
d. Initiated Housing Division Efficiency Audit to identify best practices for sustaining operations and delivering best-in<lass CDBG, HOME, Section 8, end general housing services e. Preparation and presentation of second annual report on June 20'l8 Economic Development Strategic Plan
PROPOSED WORK PROGRAM FOR 202"l-22
RSG has developed the proposed work plan for FY 2021-22 based on the status of projects we are currently handling.

Due to COVID and other circumstances, two of RSG's proJects were suspended in 2020, but we anticiljate the City will still want to proceed with these projects. We have also anticipated either an update to the existlng (now 3 year old) Economic Development Strategy or a review of the current strategy, as well as some on calt services, The budgets for these tasks are included in the descriptions below:

IRVINE B:ERKELEY VISTA
170
Chris Jeffers, Interim City Manager

CITY OF SOUTH GATE
May 20, 2021

Economic Development Strateqic Plan: To align with the current priorlties of the community post- COVID as well as those of the current Clty Council, RSG has previously recommended to staff to update the June 2018 Strategic Plan. Based both on our prior work and our focus largely around engaging key constituencies of the community, RSG wguld work with staff to convene a task force once again to develop and bring forward refreshed priorities and goals for the next three years.

The structure and depth of the strategy would be comparable to the current one, in order, to contain costs for the City. We have placed a prellminary budget of $32,850 for this work in the scope of services here and can elaborate or modify as staff prefers.

As an alternetive to a new Strategy, RSG may also work with the Community Development Department to prepare a third-year report on accomplishments, similar to the last two that have been presented to the City Council (most recently In December 2020). The estimated cost for this alternative is $6,075.

Incluslonarv Housinq Ordinance and kn-Lieu Fee Adoption: RSG has allotted time to work on the completlon of the feaslbility study, draft ordinance, and In-lieu fee resolution, collaborating with staff, Planning Commiss!on, City Council, and the public for adoption. We envislon a limited amount of additional work to adopt the draft Ordinance presented In fall 2020 and have included 4 public meetings for consideration and adoption. We anticipate a oost of $28,770 to complete the current draft ordinance and adopt the proposed fee schedule, unless the City seeks to significantly revamp the approach taken thus rar.

If pursued, the City General Fund would be responsible for the costs for the Incluslonary Housing Ordinance,
Gatewav TOD SIP Grant / Equitable Development Strateqv: As part of the successful grant application to Metro, the City committed to preparing an equitable development strategy for the redevelopment of the area around the Gateway transit station to address inclusive and equitable economic development. The scope of work for this stra(egy was included in the grant application, which entails the following:

Kickoff meetings with staff, Planning Commission, and City Coun61 (3 meetings) to discuss process and present approach for discussion and considerations.

Compile economic research and develop summary of key issues currently and potentially facing South Gate residents, property owners, and businesses with implementation of the Gateway TOD proJet;t. Develop initial presentation materials for revievv with staff, then presentation and discussion with stakeholder groups. Most research would be compiled from existing work RSG has performed in 2020 related to housing and household issues, with additlonal research on commercia) rea) estate anti business dimate, both before and during the COVID-19 crisis.

Deliverables include one draft and one final presentation.

Develop and executed three-part stakeholder engagement program, conslsUng of-identifying key stakeholder groups in conjunction with city staff, that represent the interests of those impacted or ott*erwise affected by the Gateway TOD project.

Part I : Survey - Stakeholder engagement would consist of an online survey to e wide range of stakeholders (RSG would recommend community activlsts and leaders, Includlng nonprofit stakeholders we spoke with earlier in 2020) to gain understanding on priorities and conc6ms about project implementation, inc)udlng what parts of the community may need specific 171
Chris Jeffers, Interim City Manager

CITY OF SOUTH GATE
May 20, 2021

attention. We would use that survey feedback to deslgn stakeholder meeting agenda, format, and deslred outcomes, and review this with the client for comment or revisions.

Part 2: Stakeholder Meetings - Based on volunteers from the survey (where they would be invited to express interest in attending (virtual) stakeholder meetings), notice, organize and conduct (virtual) 5-6 stakeholder workshops via Zoom (can consider in person if appropriate, safe, and ultimately believed to result in larger participation). For each meeting, prepare recap of actions and agreements, along with photos, graphics shared, and attendance roster.

Part 3: Community Meeting: Prepare notice, draft agenda, and execute one community workshop to present results of Survey and Stakeholder Meetings identify top issues/concerns about project buildout, priorities for planning and economic policies and practices to protect existing residents and businesses, while affording them maximum opportunities to benefit ftom the project. Indude (from RSG) the steps and actions necessary to implement these actions, assuming some ofthese may be technical, procedural, or budgetaryin nature, Invite comments on these flndlngs from the public and Incorporate Into deliverables.

Deliverables: j) a summary memo or public outreach process and results, Incorporate resulting comments and feedback from outreach, and prepare Equitable Development Strategy that emerges as an outcome of stakeholder engagement, includlng planning, community development, economic development, and ongoing public partidpation components.

Dellverables include two drafts and one final document.

Presentation of Strategy at Planning Commission and City Council meetings, including assistance with preparing agenda bills and powerpoint. 582'1 Firestone Bl/Primestor DDA: The City entered into a disposition and development agreement with Primestor (the owner of the adjacent shopping center) for development of this parking lot property. RSG would oversee the due diligence and schedule of performance, as well as escrow coordination to ensure compliancewith the DDA and a successful completion ofthe project.

This project would be funded by the City General Fund.

Specific Plan Implementation: As part of the SB 2 grant, the City pledged to use the grant funds to identify infill opportunity sites for redevelopment and work with existing property owners to explore interest in redevelopment or sale, These services would include development program feasibility, cost estimates, and property owner outreach. This task was Included In the SB 2 grant and would be funded by these grant funds.

Other Tasks: Occasionally we are asked to aSSiSt staff on other projects; when these tasks are so minor and small in nature, providing a separate scope of work is not necessary. For this purpose, we have tncluded a $'l4,950 budget "contingency" for this purpose In the overall scope of work to a8SlSt staff as needed.
172
Chris Jeffers, Interim City Manager

CITY OF SOUTH GATE
May 20, 202al

FEE PROPOSAL
An overall schedule For the work program above with the various optional components is !ncluded as an attachment to this letter. The breakdown of the corresponding funding sources is presented below as well:

Housing Division/SS 2 Grant
Planning Division/Metro TOD SIP Grant
General Fund (economic development, inclusionary housing, Flrestone property) Total
$48,500
$67,020
$88,395
$203,915
RSG would retain our current fee schedule that has been in effect with the City since 2013 when we began provlding professional services. Our Billing Rates are as follows:

Principal / Director
Senior Associate
Associate
Senior Analyst
Analyst
Research Assistant
Technician
Clerical
RSG does notcharge clients fortravel or ml!eage (except directcosts related to fie[d work/surveys), parking, standard telephone/fax expenses, general postage, or inadental copies. However, we do charge for messenger services, overnight shipping/express mail costs and teleconferencing services. We also charge for copies of reports, documents, notices, and support material more than five (5) copies. These costs are charged back at the actual expense plus a I 0% surcharge.

RSG issues monthly invoices payable upon receipt, unless otherwise agreed upon in advance. Invoices identify tasks ompleted to date, hours expended and the hourly rate.

Sincerely,
Jim Simon, Principal
11 173
Attachment F
Contract 2020-19-CC
AGREEMENT FOR PROFESSR)NAL SJ,RV.fOES FQg GEg
om-emt sbtmcbsnur:xnimcxryo..y-s60rnexrp
AND RSG, INC.
jhis AgteeAi$it for Profession@! Servic@s"f'or Gen6roi Oa-Ca§l 3ervices.(!'Agr=ment") is made:.and entered irito.on Match 10, 202C% by ana b$ecnl. tl,e.Gity 6f.Soffth Gale, a iniin!;il5,al corporatiop C'(-ijy'i), @nd RS(J, Ttrc,, a California.cqrpgrgtion ("Consultan.t"). City and Cionsultant are somctirries hereiriafter ffid!vi&t4!ly referre4tp as % "Part'r" an4 collectively as "PQtieg."
ta@rr,g5
W!TEOE=AS, eoosuttapt Warrar'it,s to:'City that it has tha%uisit6 6Riflsi ikn@wl@dge, qual!i6ati6as, manpove;..a6a 6j@s-itis6 i4,pepiorm propqtly,ana..trmqly this ?tofessi6Thqi S$vicesaiiri4effi 06i* Agrq*m= €;'.arid
Agt6e;trJeiit
basis.

Page I of !2
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Contract 202,0-19-CC

2.2 Consultant shall stibmit tq Oity!g mo nt!'ily invoice for services rmdea'ed included jn 'Exhibit €'A." 'Oity s'hali p4y th* Consultant mtlm forty-five (45) days of receiptofthe'invoic,C. ' "
No payme;nt mad@ tie;euqd@t ti'y C'ity t6 CotistJltarit, other than the final payment, ,all ba coristrued as';,iitacc@pta0e4'by.Gi7 of'@ny work or rnaierials, nor as evi4ence.6f"satisfacto7 perr6r'man= ',6> Co'nst!tarit Or its obligatiotrs under this A@reemint.
lf remairi in effect through affix i@ei@i-ggH46 30, ZO!I, unless otherwis@ expi6ssly exteri4ea and -agreed to by both Parti6s'iA wining, o7':t@rrninated by .e-itheC P'a$ aS

6. C'ONqIC" QF 7N'QQQT. eonslta-r>t'.iepreqepis.%a:t it pr=se*iry has Oo interest e.d6Ve:i(iP<!Llringth6atermo'fthis A@'%ffier4t;
sqcji terri4ipffition ,apd s=cW!qg the e,-ff=tive $te there6f.. fil $at event, ffil herein, Coos:ulta.nt will be p.4d a t6taL amourit cqual to its costs as of the stmil the amouri!. payab!e Opon terminaji6n eceed ttie total maximum compensation provided for in this Affireement,
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6.2 Termination for Cause.

6.2.i The City may2 by wriitteri noiic-e to Consultant, terminate the whole or any part'of thin Agr'eetnint'in any of-the fi51l6wing circumstances' a, If Corisultant ''!:oit5 tg perfoym tM services reqiiired by this [email protected]'in+ the. tiroe, sp=cified het'ein or any autl;oriz:ed exterrsion therqoq '6r
6;',2

6.2.3 b, If G6i7sgltanf; f4i!Q .to iperrotm' thei. services called for by ttfs Agr'eernent or. oso raies. 'to .make pro@'es* as 'fo eti6angec pe,t.form4fficae or $s Agre6zent'in accoiaari- ce with 'its ferros, and in either of those birciitristfnces .d.pes not corje:et sugh faiIure within a iigeitqd i.6f' t§A,(1.0) days (or stich longer p,eri6d. Os City may',3utBo;iz@. Qn Vr:itJ) 'atW He=eipt. ot' iigtice .lr,or6 Qity sp6gt§i*g.'giiOh..i@jlpt'e.

In.the tyem :eity f6r.u>iNates" itiip A@'e4tne=t in w'hole 5r in pmat as provided above iB Sub0$=6.,2.1, City ity ptocut@, upori such ternns arca : such nnanrier as"lj m;ay deem appiopriate, services similar to thoke .terminAted.
.If this..Ag.ree@6itt is termiMteid'as provided ah@v6 in Subsection 6.2.1, City ffl@y '.rtqti'ire qo:s0%t to pr@vjae all finished 'or uti$-ished

6.2.4 if, after notice 6f tetrninai,on 6f the Agreement iin&t tt';e proyiiions 6f 9ub@ection.'6.'2,1 above; it is de,termined, for any reason, that'C6ns'ultant was. pot in defafflt, or that.the aefa,tilt was acusable, then the rigbts and objigations ofthe Partie>s shalI' be the same aS if the notice 6fa.termir'iation had been issued pur94aqt too Subsection 6.1 atx)ve.

6.3 Non-Assignability. Consultam shall not assign or transfer any interest in this Agreement. Without ttie expreSt,prior Written consent of Cite.

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6.4 Not4-Disc;i$ingtion.

T!6 provisions @f Subneg€ion 6;4.2 above shall 6e included in all p.ersotiriel.to perform a4y'.'perrices unaer-tfiis.Agtecriie-nt. Cit5r;sh41l have aC(:e,SS to all docun)eji-ts, a0ta md records Of Cotistiltant 'arid its

6.'5

6.5.2 Comprehensive generai and.automotive Ijabjlity insurance protectin@ Consultant in amounts 0ot less tban $1,000,000 for personal injury to any one,person, $1,00Q,000 for irijuries arisjrig out of os occurrence, and $500,000 for-pt;operty damages or a coinbined eingle limit of Pag:4 of 12
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Contract 2020-19-CC
$1,000,000, with an aggregate of $2,000,000. Each sucli policy of insurance shall:
a. Be issued by a financ,i@liy tesponsible ,insurance compariy or companies admi:tied or 4uthorized to ao business in the State of Califorpia or which i5 @pprov@d in writing by City.

S. 'Name and list as additional insured City, its officers and employees,
Sp=ify its acts As primary $suranp,
4, Cgntain a.cl@use substatttially it'i t%@ :foilomng words; "it is hereby qqder$od arta a'gy-6effl tg4k this policy shall not be 6f' such cancellation or rnaj6iial c!iAnge.

6.6 6.8
6, (I!)V@r jhe Oper4tions oi.qo0sttttant p,!irSliant 'tothe terms of this 'Agreetnerit. - "
IndefflDifiiAtfOx * Consultantj4greesto rndetri6if9, defena and hold hatmless rspies*ntAtivps,-.for/@6iii any ;aria al.l el4ims qt pg!ioris of any kind asserted againgt Q§0 an,d/or any other City.agengy arisi'pg. out 6f Consu}t@nt' s (ingluding (:'bns,ttft4titas 6iiiloy6es, r4preAeiitafivis, ljro4gpt,4.'4hd sub6otitractors) neg!igent ,p@rfgrrOAOq@ under this Agr6crpeqt, exqep% 'biily su:'h cIaims or actions ybich g6-ve'tru5n6tirs; %vithout.re'gArd t4 conflict.6fiIAW priricipl6s.

In(lQp6iident (;ontrgdor. jhis Agr6<,inent is 557 apd between City and 0,5nsiilifat and is not inteti4ed, por shall it be construed, to create the tffilat:onstiip of @geney,-.serv:ant, empjo9ee, partnership, joint venture or ffisibciat'io6, as between City' an;d Consii[tatit.

6.8.1. Gonsultant shall be an indepep4ent contr@ctor and s!all have no power to incur an} debt orobligation for or on'behalr of City. Neither City nor any of its officers or ' loyees shall have any control over the conduct of Consultant, or any Consultant's employees, except as herein set forth, and Consultam ly warrants not to, at any time or in any 5 of 12
1(,
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Contract 2020-19-CC

6.8.2. nnanner represent that ii, or any of its agents, servaiits or employees.are in any manner eiplo3;ees of City, 'it 'beitig distinctly tinderstood that Co=ultant is att4 s'iial7 (*t an times remain to Cit5r a wholly inde@endent contractor @nd GgnjUl4nt's6bligations io City are solely such as @re pr-es6r!!ied toy ihts A'@a64ment.
indetpnification of Ca{pi gS petermination- Jn the event that Consultant or an35 empfqyee,? @glut, or subcontraffitor of Consultant prov'i4ing services ander thin Ag'eertipnt cj@iis or is determined by a court or competent jprisd!iOa!go <)F ealPBRS to be eligible .ror 90rollment i ap,d %ifd" iiarmles,i iC@y :t6r the p,ayie,at gf employee and/6r its eits!qy.ees-,.'ogcritss .Cr >'pbcontrac;ors,as well as for the,payment or

6.9 eonsu]nni% P6rgoffbi..

6.9.I
c.QriStxlt@fit *o!l be @qIe)9 respgtisible for the: sa.tisfactory Work p:rfoc.ffi4n9§,gn71 pe,'rsonnei.engaged iri p6f§§rm:Q'6eigice,s r@4iiire0'$y this A$'eement, md 6ohi:$i0pce 8iffi all 'reos6naBe aperf'orm@nqe stAtid@tdq <;st@biinhed.'by C-ity.

6.9.3 6.9.4 Consultanj qti,atl indemnify and hold b@rtnless the C.ity and alI other IiabHi§, dariiages, e'fair5s, 6osts and expenses of any nature ariging from allegca yi(ilajions ofpergonnel practices, or of any acts or omissions tiy Co,nsultaiit in connection with 'the Work performed arisih,# from this Agr6emetit.

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Contract 2020-19-CC

6.10 Copyriglit. No reports, maps or other documents produged in whole or in part urider this A.greement.shall be.the subject of an application for copyright by or on belialf of COrisultat'it. '

6.11 Lega} Construction.

6.11.1 This Agreement is made and entered into in the State of Califojnio arid s§all ir4aall respects be interpreted, enrotced and govemed under the Jaws of th6 'Stat6 of California, wiThoiit regard to conflict of law principles.

6.-li.3 Thea article. arid seqtion, qaptrong.an4 headings herein have, been iiiserted for gorive:ie*ce only pnd stxall ngt b= 66nsidered or refet'red to in

6.11.4 Whenever %ti this Agreement the context may so require, the masculine ge:n4er-s'hall.be deemed to rejer to and include th6 feminine and neuter, ai-d tffie Bihgiiiar shatl r6j@r tQ andinclud6'tti= plural.

Final PaJffi;e@t Acceptan=' C,ou.stitutes Release. The acceptance by b<i a 'ea@lease '.Qf City- from tail -cl@ims an4 :li@biliiies for :c6i'np@nsAt,ion fo failHre io m,4ke'a iitien extr4'corBp$sAtion clAirp within te4 (R)) cat6qdar d47s o.j tjie receipt of that gtieck. 8ow@ver, 4pjrgVal or payrnerit by Cit3i stiali noj oorxgtitut6, 35j be, deemed; A. release 6f.the reisp6iisibifity aria !iAbilQty 6j Con"ult@nt, i[seiplgyees, s'4hc6nqactors and ageints for.the accuracy afia ceimpeterigy of $e informatign pr6vfded Ana/or work perf<it.med; nor sba!l such approval oi pay:erit be deemed to be an assumption o'j such responsibility or liability by City fot' any defect ot 6cror in.the w<irk preparedt>y ConsuTtant, its emp1oyees, subc@ntractors a'ndta@ents.

6.13 Corrections. In addition to the above in4emnification obligations, Consultant shafl correct, at its expense, all errors in the wotak which may be disclosed during City's review of Constjitant'g report or plans. Should Consultant fail to make. 5uch correction in a reasonably timely manner, such correction shall be made by City, atid the cost thereof shall be charged to tbe Consultant.

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Contract 2020-19-CC

6.14 6.15
Files. All flles of Consultant pertain:g to City shall be and remain the property of City. qorisultant wiil contc61 the physical. location gf such files during the terr@ of this Agreemept aii4 sqall be entitled to retain copies of such fil= ppon ierjn;r4a(ion Of this Agreei'nqiit.'
Waiter; ReDleAim CutnuXaoVe. Failure 'by a ratty t5 iffSiSt upon the perf'orrnai'ige,of $y of ihe,p46Visioiis of tliis Agr=ment by the other par irrespectiye 6f th@ iengt!i of firqe 'f6r wtiich such failure cotitinues, shalt not constitute a waiver OF @iich P4rty's rigbt, to 4emm4 cpmp[iance by such other Party in the future. No $aive7 'by -a Party of a defaglt gr '5re@ah of the other Par§ shall be 6fA'cfiV'6 'Or binaing tipo.n s6qii a P:4r5 gnless [email protected] in yiiti@g 6y siich Party, and no sup!'i wqiv@r shalf 6e implied'froiri any omissions.by a Party waiver of a 8peqifiea de;f'ault 4i"Sr6ach atiail a,ffect any mher deiult @r breach period of timei speioified- All 6€ the'remedie@ permi(ted a.;pvailable to a 'Paity un4er ttliS 'Agreement> or aj 3avv sir to equity, 5hall tie iuffiulative and Waiver or e!ecjion :6r reitneai6i With respect to atiy 6tffi' petmiffed or availabt6 right of remsdy.
.6.16 Mitigation 5€ Damageg. %n 41i stiqh situationg arising.5ut of thiS Agjeement, the Parties shall.*qer0pt to ay6id An<l rpirrimize th@ dam@ges resaulting from the

6.17 Say@[email protected], Jj;ny.'provisigq,:irithis.Aagyeem:ritisheldbyacourt6fqompetept 3uiimiqtion ii5 -5i .i=4tia, 'yoid'6; un§nt'@f6<'@ble, the remainipg'pjovisiops mll 66reitheZesf c<)titinpe in fiill roi66 miihout 'being impaired or mvalfdated iti ariy %ya3S,

6.18 6.19 Entire Agreement' and Amendmeiits. This Agreement constitutes the whole agreenieint betWeen City And Consultant, and neither Party has made any representations to the other except as express'ly contained herein. Ne.ither Party, in executing or performing this Ageernent, is relying upon any statement or information noi cpntained in 'Qis Agreement, Any amendments, changes or

181
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iodifiqatioris tp tliis Agre,em.6r3t t'Qlist be, made in wri:in@-arid appropriate:ly =xecute4 by both City aha 'Coij=ltqn-t.

6.2)' Noticm. Aiiy h6tjce reqUired to be given heregpa6r sJi4 b6 ae,em#4 ta have 6eeQ'Biv@p:tiy.erriaii €rangiiiiniori with copfirm@qon gf de,liv@ty,:and' dpp6siting sAta n@iic,::iff,the United States mail, postage -ptepaid, apd.*ddtesged as' follows:

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6.21 6'.23
6,24 Couiiterparts. T!iis A@t<:emint.may be execgred io counterpatts an,a @3 SO exa;,uted shall constitute ash 4greeiment which sha!l 'bei binding tipon all naeties herein,
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182
Controct 2020-19-CC
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Contract 2020-19-CC
EXiBIT "A"

SCOPE OF SERVI- CES
zoig-xi wompgocmm'g6:ai$ ciry OF SOUTH GATE
RSG would provide the following services to $e C'ity of South Gate on an as-needed basis as directea try the Client, in a6Coraaffce wjth th:'f'e: #ph6duJe attached as Attachment "B" to this ScopeorServices. These5eryice*includeit'ieifQJ{6Wi!ig:

Task 1- Former Courth0upe Reum:'
RSG woiild assist the PiihU<aWorks D§paKi'Qent,exp'jore and n;ggtiate disposition options for the former courthouse b[iil4ing'Qj@c6nt'to 'qityHajj, including review of matket coiiditions, lease terms, andQr6p@'j-ffl'ibetWeen the 'City and the County of Los Angeles for a workf6r= an4 y50th 6m-ployment center.

Task 2 -Equitable DeVelopiOint,Tool!cit:

RSG woul4assist:he.'Communit3/Dev,e!opment Department iirip!ement thc City's Econoi'nic Development S!rategy at;d :6§ls t@ prev4rit the ':quitffible development ofcx?stmgresidentsandbtisinesses. 'Iahisian-elu4esformulat?onoraninetusionary housirig ordinance, pe5f6di6 iipdjt0s and §ro:ess t'eports, riegotiations 5f coin"iun.ity bei'ent a@eements and a.p,olicy for sffch agreernehts, application f<ir graht fundsto fiiianc6 project impiem@:ntaffon, and othettaskg aS may beassigned, Tgsk 3 - SpecificPIgi7 igp!,:entatigu:

RSG woul4 also asjist the Depa:rrietitirnplemerit the Tweedy, Gateway District, an6 Hollydale Specific P- Ians, incluaing *6ei!ing grant.f'unairig for environmental Task 4 - G*nerffil'O@-Call Serrices %4s.qp64@4);
Fihally, RSG 'would @s"SiSt varioy gitj p4partments Ondertake other,project or strategic planning efforts As pan oj.tFi6 r'e#itatizatidn and continued reinvestment in Sopth Gate that may 6e assigried byfs€aff.

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,, OFtice of the
-x)uth Gate City Cleil-
Item No. 4
SEP - ', 7(1;;;
FILED
( I ',t5 C'Uy of South Gate

CITY COUNCIL

AGENDA BULL
For the Regular Meeting of: September 9, 2025
Department Director:

Originating Department:
'7/a City Manager:

Darren Arakawa Rob Houston
SUBJECT: RENEWAL OF AGREEMENT WITH AXON ENTERPRISE, INC. FOR BODY- WORN CAMERAS FOR THE POLICE DEPARTMENT.

PURPOSE: To approve the renewal of a 5-year agreement with Axon Enterprise, Inc. for the Police Department's Body-Worn Camera Program.

RECOMMENDED ACTIONS: The City Council will consider:
a. Approving the renewal of the Agreement with Axon Enterprise, Inc. for the continued use of body-worn cameras and related accessories for police department personnel; and b. Approving the issuance of a purchase order to Axon Enterprise, Inc. for ongoing program implementation and support.

FISCAL IMPACT: There is no fiscal impact to the General Fund. The total cost for the 5-year agreement is $688,324. Funding for the current year in the amount of $149,923 is included in the FY 25/26 budget in the Asset Forfeiture. Future program costs will continue to be covered through Asset Forfeiture and/or additional grant opportunities as they become available.

ANALYSIS: The City Council previously approved the implementation of a body-worn camera program for police department personnel, selecting Axon Enterprise, Inc. as the service provider following a comprehensive evaluation process. The program has since become an integral part of the Police Department's operations, improving transparency, accountability, and officer safety.

Axon continues to be the industry leader in body-worn camera technology and data management. The company provides the most comprehensive service package, including equipment, cloud-based data storage, software, training, and technical support. Renewing the agreement ensures uninterrupted service, protects continuity of digital evidence management, and maintains compliance with current standards of best practice.

Since the program's inception, body-worn cameras have demonstrated significant value to the Police Department and the community by:
* Increasing public trust and transparency.
* Reducing unfounded complaints and liability claims.

Improving officer and cornrnunity safety.
186
@ Expediting case and incident resolution; and
* Enhancing training opportunities through real-world video review.

BACKGROUND: The South Gate Police Department implemented the Body-Worn Camera Program in 2021 as part of a phased approach to expand transparency and accountability in policing. The program has been well received by both officers and the community and has proven to be an effective tool in enhancing the Department's legitimacy.

ATTACHMENTS: A. Renewal Agreement with Axon Enterprise, Inc.

B. Exhibit A-Axon Enterprise, Inc. Master Services and Purchasing Agreement
C. Axon Enterprise, Inc. Renewal Quote
2 187
Attachment A

AGREEMENT FOR PROFESSIONAL SERVICES FOR AXON BODY CAMERA

PROCUREMENT AND IMPLEMENT ATION SERVICE

BETWEEN THE CITY OF SOUTH GATE AND AXON ENTERPRISE This Agreement for Professional Services for Axon Body Camera Procurement and Implementation Service ("Agreement") is made and entered into this September 09, 2025, by and between the City of South Gate, a municipal corporation ("City"), and Axon Enterprise, Inc., a Delaware corporation ("Consultant"). City and Consultant are sometimes hereinafter individually referred to as a "Party", and collectively as "Parties." The City and the Consultant agree as follows:

RECIT ALS
A. The City desires to retain Consultant for Body Camera and Equipment Procurement and Implementation Services.

B. Consultant warrants and represents to City that it has the requisite skills, knowledge, qualifications, manpower and expertise to perform properly and timely the professional services under this Agreement; and
C. Based on such warranty and representation, City desires to contract with Consultant to perform the services described in the Scope of Services attached hereto as Exhibit "A" of this Agreement.

NOW, THEREFORE, the City and Consultant agree as follows:

1.O SCOPE OF THE CONSULTANT'S SERVICES. City hereby engages Consultant, and Consultant accepts such engagement, to perform the services set forth in the Consultant's Response to the City's Request for Proposal ("Proposal") attached hereto as Exhibit "A" andmadeapartofthisAgreement. TheConsultantagreestoprovidetheservicesandperform the tasks set forth in the Proposal. The Scope of Work may be amended from time to time by way of a written directive from the City. In the event of a conflict with the terms of this Agreement, and the Proposal, the terms of this Agreement shall prevail.

2.0 TERM OF AGREEMENT. This Agreement will become effective on 9'h day of September, 2025 and will remain in effect through and including September 09, 2030, unless otherwise expressly extended and agreed to by both parties or terminated by either party as provided herein.

3.O CITY AGENT. The Director of Administrative Services, or his/her designee, for the purposes of this Agreement, is the agent for the City. Whenever approval or authorization is required, Consultant understands that the Director of Administrative Services, or his/her designee, has the authority to provide that approval or authorization. 1 188

4.O COMPENSATION FOR SERVICES. The City shall pay the Consultant for its professional services rendered and costs incurred pursuant to this Agreement in accordance with the Consultant's fee and cost schedule included in the Schedule of Fees, attached hereto as Exhibit "B." The cost of services shall not exceed Six Hundred Eighty-Eight Thousand Three Hundred Twenty Three Dollars Sixty Three Cents ($688,323.63). No additional compensation shall be paid for any other expenses incurred unless first approved by the City Manager or his/her designee.

4.1 Consultant shall be required to attend meetings at City Hall as necessary in the delivery of the project. Travel time between Consultant's office and City Hall shall no be billable; however, mileage will be. Consultant may request an exemption on a case by case basis, which shall be subject to City approval.

4.2 The Consultant shall submit to the City a bill for services according to the project schedule included in the Proposal. The City shall pay the Consultant upon forty-five (45) days of receipt of the invoice.

4.3 No payment made hereunder by City to Consultant, other than the final payment, shall be construed as an acceptance by City of any work or materials, nor as evidence of satisfactory performance by Consultant of its obligations under this Agreement.

5.O CONFLICT OF INTEREST. The Consultant represents that it presently has no interest and shall not acquire any interest, direct or indirect, in any real property located in the City which may be affected by the services to be performed by the Consultant under this Agreement.

The Consultant :[urther represents that in performance of this Agreement, no person having such interest shall be employed by it.

5.1 To the best of its knowledge, the Consultant represents that no City employee or official has a material financial interest in the Consultant's business. To the best of Consultant's knowledge, Consultant is unaware of any City employees or officials of material purchase of Axon stock. During the term of this Agreement and/or as a result of being rewarded this contract, Consultant shall not offer, encourage any financial interest in the Consultant's business by any City employee or official.

6.0 GENERAL TERMS AND CONDITIONS.

6.1 Termination. Either the City or Consultant may terminate this Agreement, without cause, by giving the other party ninety (90) days written notice of such termination and the effective date thereof.

6.1.1 In the event of such termination, all finished or unfinished documents, reports, photographs, films, charts, data, studies, surveys, drawings, models, maps, or other documentation solely and exclusively created by or in the possession ofthe Consultant under this Agreement shall be returned to the City. If the City terminates this Agreement without cause, the Consultant shall prepare and shall be entitled to receive compensation pursuant to a close-out bill for services rendered and fees incurred pursuant to this Agreement through the notice of termination. If the Consultant terminates this Agreement without cause, the Consultant shall be paid only for those services completed in a manner satisfactory to the City, which shall not be unreasonably determined.

6.1.2 If the Consultant or the City fail to :tulfill in a timely and proper 2 189
manner its obligations under this Agreement, or if the Consultant or the City violate any of the covenants, agreements, or stipulations of this Agreement, the Consultant or the City shall have the right to terminate this Agreement by giving written notice to the other party of such termination and specifying the effective date of such termination. The Consultant shall be entitled to receive compensation in accordance with the terms of this Agreement for any work satisfactorily completed hereunder. Notwithstanding the foregoing, the Consultant shall not be relieved of liability for damage sustained by virtue of any breach of this Agreement and any payments due under this Agreement may be withheld to off-set anticipated damages. Each Party shall have thirty (30) days to cure any such default.

6.2 Non-Assignability. The Consultant shall not assign or transfer any interest in this Agreement without the express prior written consent of the City and such consent shall not be unreasonably withheld.

6.3 Non-Discrimination. The Consultant shall not discriminate as to race, creed, gender, color, national origin or sexual orientation in the performance of its services and duties pursuant to this Agreement and will comply with all applicable laws, ordinances and codes of the Federal, State, County and City governments.

6.4 Insurance. The Consultant shall submit to the City certificates indicating compliance with the following minimum insurance requirements no less than ten (10) days prior to beginning of performance under this Agreement. The Consultant agrees to provide written notice to the City thirty (30) days prior to its insurer's intention to cancel or materially change the following coverage:
(a) Workers' Compensation Insurance as required by law. The Consultant shall require all subcontractors similarly to provide such compensation insurance for their respective employees.
(b) Comprehensive general and automotive liability insurance protecting the Consultant in amounts not less than $1,000,000 for personal injury to any one person, $1,000,000 for injuries arising out of one occurrence, and $500,000 for property damages or a combined single limit of $1,000,000. Each such policy of insurance shall:
l) Be issued by a financially responsible insurance company or companies admitted or authorized to do business in the State of California or which is approved in writing by the City.
2) Name and list as additional insured the City, its officers and employees.
3) Specify its acts as primary insurance.
4) Cover the operations of the Consultant pursuant to the terms of this Agreement.

6.5 Indemnification. Consultant and City agree to mutually indemnify, defend and hold harmless the other party, for/from any and all third party claims or actions of any kind asserted against the other party (including City or Consultant's employees, representatives, 3 190
products and subcontractors or other City agency) resulting from the negligent performance under this Agreement, excepting only such claims or actions which may arise out of sole or active negligence of the party in question, or any third parties not acting on behalf of, at the direction of, or under the control of the Consultant.

6.6 Compliance With Applicable Law. The Consultant and the City shall comply with all applicable laws, ordinances and codes of the Federal, State, County and City governments. Consultant acknowledges and agrees that California law shall govern this Agreement, without regard to conflict of law principles. Venue shall be in the County of Los Angeles in any state or federal court having jurisdiction.

6.7 Independent Contractor. This Agreement is by and between the City and the Consultant and is not intended, nor shall it be construed, to create the relationship of agency, servant, employee, partnership, joint venture or association, as between the City and the Consultant.

6.7.1. The Consultant shall be an independent contractor and shall have no power to incur any debt or obligation for or on behalf of the City. Neither the City nor any of its officers or employees shall have any control over the conduct of the Consultant, or any of the Consultant's employees, except as herein set forth, and the Consultant expressly warrants not to, at any time or in any manner represent that it, or any of its agents, servants or employees are in any manner employees of the City, it being distinctly understood that the Consultant is and shall at all times remain to the City a wholly independent contractor and the Consultant's obligations to the City are solely such as are prescribed by this Agreement. 6,8 Copyright. No reports, maps or other documents produced in whole or in part under this Agreement shall be the subject of an application for copyright by or on behalf of the Consultant.

6.9 Legal Construction.
a) This Agreement is made and entered into in the State of California and shall in all respects be interpreted, enforced and governed under the laws of the State of California.
b) This Agreement shall be construed without regard to the identity of the persons who drafted its various provisions. Each and every provision of this Agreement shall be construed as though each of the parties participated equally in the drafting of the same, and any rule of construction that a document is to be construed against the drafting party shall not be applicable to this Agreement.
c) The article and section, captions and headings herein have been inserted for convenience only and shall not be considered or referred to in resolving questions of interpretation or construction.
d) Whenever in this Agreement the context may so require, the masculine gender shall be deemed to refer to and include the feminine and neuter, and the singular shall refer to and include the plural.
4 191

6.10 Counterparts. This Agreement may be executed in counterparts and as so executed shall constitute an Agreement which shall be binding upon all parties herein.

6.11 FinalPaymentAcceptanceConstitutesRelease. Theacceptancebythe Consultant of the final payment made under this Agreement shall operate as and be a release of the City from all claims and liabilities for compensation to the Consultant for anything done, furnished or relating to the Consultant's work or services. Acceptance of payment shall be any negotiation of the City's check or the failure to make a written extra compensation claim within ten (10) calendar days of the receipt of that check. However, approval or payment by the City shall not constitute, nor be deemed, a release of the responsibility and liability of the Consultant, its employees, sub-consultants and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by the City for any defect or error in the work prepared by the Consultant, its employees, sub-consultants and agents.

6.12 Corrections. In addition to the above indemnification obligations, the Consultant shall correct, at its expense, all errors in the work which may be disclosed during the City's review of the Consultant's report or plans. Should the Consultant fail to make such correction in a reasonably timely manner, such correction shall be made by the City, and the cost thereof shall be charged to the Consultant.

6.13 Files. All files of the Consultant pertaining to the City shall be and remain the property of the City. The Consultant will control the physical location of such files during the term of this Agreement and shall be entitled to retain copies of such files upon termination of this Agreement.

6.14 Waiver; Remedies Cumulative. Failure by a party to insist upon the performance of any of the provisions of this Agreement by the other party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such party's right to demand compliance by such other party in the future. No waiver by a party of a default or breach of the other party shall be effective or binding upon such a party unless made in writing by such party, and no such waiver shall be implied from any omissions by a party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or breach, or cover any other period of time, other than any default or breach and/or period of time specified. All of the remedies permitted or available to a party under this Agreement, or at law or in equity, shall be cumulative and alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right of remedy.

6.15 Mitigation of Damages. In all such situations arising out of this Agreement, the parties shall attempt to avoid and minimize the damages resulting from the conduct of the other party.

6.16 Partial Invalidity. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.

6.17 Attorney's Fees. The parties hereto acknowledge and agree that each will bear his or its own costs, expenses and attorney's fees arising out of and/or connected with the 5 192
negotiation, drafting and execution of the Agreement, and all matters arising out of or connected therewith except that, in the event any action is brought by any party hereto to enforce this Agreement, the prevailing party in such action shall be entitled to reasonable attorney's fees and costs in addition to all other relief to which that party or those parties may be entitled.

6.18 Entire Agreement. This Agreement constitutes the whole agreement between the City and the Consultant, and neither party has made any representations to the other except as expressly contained herein. Neither party, in executing or performing this Agreement, is relying upon any statement or information not contained in this Agreement. Any changes or modifications to this Agreement must be made in writing appropriately executed by both the City and the Consultant.

6.19 Notices. Any notice required to be given hereunder shall be deemed to have been given by depositing said notice in the United States mail, postage prepaid, and addressed as follows:

TO CITY: Rob Houston
City Manager
City of South Gate
8650 California Avenue
South Gate, CA 90280
(323) 563-9503
WITH A COURTESY COPY TO: Yodit Glaze
City Clerk
City of South Gate
8650 California Avenue
South Gate, CA 90280
(323) 563-9511
TO CONSULT ANT: Bobby Driscoll
VP, Associate General Counsel
Axon International Inc
17800 North 85'h Street
Scottsdale, AZ 85255
(617) 642 2690

6.20 Warranty of Authorized Signatories. Each of the signatories hereto warrants and represents that he or she is competent and authorized to enter into this Agreement on behalf of the party for whom he or she purports to sign.

6.21 Consultation With Attorney. Consultant warrants and represents that it has consulted with an attorney or knowingly and voluntarily decided to forgo such a consultation.
6 193

6.22 Interpretation Against Drafting Party. City and Consultant agree that they have cooperated in the review and dra:[ting of this Agreement. Accordingly, in the event of any ambiguity, neither side may claim that the interpretation of the Agreement shall be construed against either party solely because that party drafted all or a portion of the Agreement, or the clause at issue.

6.23 Additional Terms and Conditions. Consultant's Master Services and Purchasing Agreement is hereby incorporated into this Agreement as Exhibit C.

In the event of conflict between the terms and conditions of this Agreement and the terms and conditions of Consultant's Master Services and Purchasing Agreement, the terms and conditions of this Agreement shall supersede, govern, and control.

CITY OF SOUTH GATE,
a municipal corporation:

B7:

DATED: September , 2025 Maria Davila, Mayor
ATTEST:

BY:

Yodit Glaze, City Clerk
CONSULTANT:

Axon Enterprise, Inc.

By:

Bobby Driscoll
VP, Deputy General Counsel
APPROVE AS TO FORM:

B7:

F. Salinas, City Attorney
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MA XON exhibitc-vasterservicesanopurchasaj'!8n:mB
This Master Services and Purchasing Agreement ("Agreement") is between Axon Enterprise, Inc. ("Axon"), and the Customer listed below or, if no Customer is listed below, the customer on the Quote (as defined below) ("Customer").

This Agreement is effective as of the later of the (a) last signature date on this Agreement or (b) date of acceptance of the Quote ("Effective Date"). Axon and Customer are each a "Party" and collectively "Parties". This Agreement governs Customer's purchase and use of the Axon Devices and Services detailed in the Quote. It is the intent of the Parties that this Agreement will govern all subsequent purchases by Customer for the same Axon Devices and Services in the Quote, and all such subsequent quotes accepted by Customer shall be also incorporated into this Agreement by reference as a Quote. The Parties agree as follows:

1. Definitions.

1.1. "Axon Cloud Services" means Axon's web services, including, but not limited to, Axon Evidence, Axon Records, Axon Dispatch, FUSUS services, and interactions between Axon Evidence and Axon Devices orAxon client software. Axon Cloud Service excludes third-party applications, hardware warranties, and my.evidence.com.

1.2. "Axon Device" means all hardware provided by Axon under this Agreement. Axon-manufactured Devices are a subset of Axon Devices.

1.3. "Quote" means an offer to sell and is only valid for devices and services on the offer at the specified prices.

Any inconsistent or supplemental terms within Customer's purchase order in response to a Quote will be void.

Orders are subject to prior credit approval. Changes in the deployment estimated ship date may change charges in the Quote. Shipping dates are estimates only. Axon is not responsible for typographical errors in any Quote by Axon, and Axon reserves the right to cancel any orders resulting from such errors.

1.4. "Senrices" means all services provided by Axon under this Agreement, including software, Axon Cloud Services, and professional services.

2. . This Agreement begins on the Effective Date and continues until all subscriptions hereunder have expired or have been terminated ("Term").

2.1. AIIsubscriptionsincludingAxonEvidence,AxonFleet,OfficerSafetyPlans,TechnologyAssurancePlans,and TASER 7 or TASER 10 plans begin on the date stated in the Quote. Each subscription term ends upon completion of the subscription stated in the Quote ("Subscription Term").

2.2. Upon completion of the Subscription Term, the Subscription Term will automatically renew for an additional 5-year term ("Renewal Term"). For purchase of TASER 7 or TASER 10 as a standalone, Axon may increase pricing to its then-current list pricing for any Renewal Term. For all other purchases, Axon may increase pricing on all line items in the Quote by up to 3% at the beginning of each year of the Renewal Term. New devices and services may require additional terms. Axon will not authorize services until Axon receives a signed Quote or accepts a purchase order, whichever is first.

3. . Axon invoices forAxon Devices upon shipment, or on the date specified within the invoicing plan in the Quote. Payment is due net 30 days from the invoice date. Axon invoices forAxon Cloud Services on an upfront annual basis prior to the beginning of the Subscription Term and upon the anniversary of the Subscription Term. Payment obligations are non-cancelable. Unless otherwise prohibited by law, Customer will pay interest on all past-due sums at the lower of one-and-a-half percent (1.5%) per month or the highest rate allowed by law. Customer will pay invoices without setoff, deduction, or withholding. IfAxon sends a past due account to collections, Customer is responsible for collection and attorneys' fees.

4. Taxes. Customer is responsible for sales and other taxes associated with the order unless Customer provides Axon a valid tax exemption certificate.

5. . Axon may make partial shipments and ship Axon Devices from multiple locations. All shipments are EXW (lncoterms 2020) via common carrier. Title and risk of loss pass to Customer upon Axon's delivery to the common carrier. Customer is responsible for any shipping charges in the Quote.

6. Returns. All sales are final. Axon does not allow refunds or exchanges, except warranty returns or as provided by state or federal law,

7. .

7.1. LimitedWarranty.AxonwarrantsthatAxon-manufacturedDevices,exceptforTASERdevicescoveredunder the Taser Appendix, are free from defects in workmanship and materials for one (1) year from the date of Customer's receipt, except Signal Sidearm which Axon warrants for thirty (30) months from Customer's receipt and Axon-manufactured accessories, which Axon warrants for ninety (90) days from Customer's receipt, respectively, from the date of Customer's receipt. Extended warranties run from the expiration of the one- (1-) Version: 23
Release Date: March 2025 Page 1 of 18
195
AAXON
Exhibit C - Master Services and Purchasing Agreement year hardware warranty through the extended warranty term purchased.

7.2. Disclaimer. All software and Axon Cloud Services are provided "AS IS," without any warranty of any kind, either express or implied, including without limitation the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Axon Devices and Services that are not manufactured, published or performed by Axon ("Third-Party Products") are not covered by Axon's warranty and are only subject to the warranties of the third-party provider or manufacturer. If Customer purchases Axon Loki, Customer acknowledges the Loki device is designed for operation in enclosed, controlled environments and must be used in compliance with all applicable laws and safety guidelines. Operation in open or unapproved areas may result in signal interference, loss of control, or damage, and Axon assumes no liability for improper use, including any resulting harm or regulatory violations.

7.3. Claims. If Axon receives a valid warranty claim for an Axon-manufactured Device during the warranty term, Axon's sole responsibility is to repair or replace the Axon-manufactured Device with the same or like Axon- manufactured Device, at Axon's option. A replacement Axon-manufactured Device will be new or like new.

Axon will warrant the replacement Axon-manufactured Device for the longer of (a) the remaining warranty of the original Axon-manufactured Device or (b) ninety (90) days from the date of repair or replacement.

7.3.1. If Customer exchanges an Axon Device or part, the replacement item becomes Customer's property, and the replaced item becomes Axon's property. Before delivering an Axon-manufactured Device for service, Customer must upload Axon-manufactured Device data to Axon Evidence or download it and retain a copy. Axon is not responsible for any loss oT software, data, or other information contained in storage media or any part of the Axon-manufactured Device sent to Axon for service.

7.4. Spare Axon Devices. At Axon's reasonable discretion, Axon may provide Customer a predetermined number of spare Axon Devices as detailed in the Quote ("Spare Axon Devices"). Spare Axon Devices are intended to replace broken or non-functioning units while Customer submits the broken or non-functioning units, through Axon's warranty return process. Axon will repair or replace the unit with a replacement Axon Device. Title and risk of loss for all Spare Axon Devices shall pass to Customer in accordance with shipping terms of this Agreement. Axon assumes no liability or obligation in the event Customer does not utilize Spare Axon Devices for the intended purpose.

7.5. Limitations. Axon's warranty excludes damage related to: (a) failure to follow Axon Device use instructions; (b) Axon Devices used with equipment not manufactured or recommended by Axon; (c) abuse, misuse, or intentional damage to Axon Device; (d) force majeure; (e) Axon Devices repaired or modified by persons other than Axon without Axon's written permission; or (f) Axon Devices with a defaced or removed serial number.

Axon's warranty will be void if Customer resells Axon Devices.

7.5.1. To the extent permitted by law, the above warranties and remedies are exclusive. Axon disclaims all other warranties, remedies, and conditions, whether oral, written, statutory, or implied. If statutory or implied warranties cannot be lawfully disclaimed, then such warranties are limited to the duration of the warranty described above and by the provisions in this Agreement. Customer confirms and agrees that, in deciding whether to sign this Agreement, Customer has not relied on any statement or representation by Axon or anyone acting on behalf of Axon related to the subject matter of this Agreement that is not in this Agreement.

7.5.2. Axon's cumulative liability to any party for any loss or damage resulting from any claim, demand, or action arising out of or relating to this Agreement will not exceed the purchase price paid to Axon for the Axon Device, or if for Services, the amount paid for such Services over the twelve (12) months preceding the claim. Neither Party will be liable for special, indirect, incidental, punitive or consequential damages, however caused, whether for breach of warranty or contract, negligence, strict liability, tort or any other legal theory.

7.6. Online Support Platforms. Use of Axon's online support platforms (e.g., Axon Academy and MyAxon) is governed by the Axon Online Support Platforms Terms of Use Appendix available at www.axon.com/sales- terms-and-conditions.

7.7. Third-Party Software and Services. Use of software or services other than those provided by Axon is governed by the terms, if any, entered into between Customer and the respective third-party provider, including, without limitation, the terms applicable to such software or services located at www.axon.com/sales-terms- and-conditions, if any.

7.8. Axon Aid. Upon mutual agreement between Axon and Customer, Axon may provide certain products and services to Customer, as a charitable donation under the Axon Aid program. In such event, Customer expressly waives and releases any and all claims, now known or hereafter known, against Axon and its officers, directors, employees, agents, contractors, affiliates, successors, and assigns (collectively, "Releasees"), including but Version: 23
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Exhibit C - Master Services and Purchasing Agreement not limited to, on account of injury, death, property damage, or loss of data, arising out of or attributable to the Axon Aid program whether arising out of the negligence of any Releasees or otherwise. Customer agrees not to make or bring any such claim against any Releasee, and forever release and discharge all Releasees from liability under such claims. Customer expressly allows Axon to publicly announce its participation in Axon Aid and use its name in marketing materials. Axon may terminate the Axon Aid program without cause immediately upon notice to the Customer.

8. Free Trial.

8.1. Trial Period and License. At any time during the Term, Customer and Axon may elect to enter a free trial of Axon Devices and Services new to the Customer for a designated period ("Trial Period") as described in a quote issued ("Trial Quote"). During the Trial Period, Axon grants Customer a nonexclusive, terminable, non- transferable, license to use new Axon Devices and Services provided for trial to the Customer ("Trial Products"). Trial Products may include Axon beta software or firmware which additional terms may be required and included within the Trial Quote. Axon may limit the number of Trial Products Customer receives within the Trial Quote. Axon may supply refurbished Trial Products. ALL FREE TRIAL PRODUCTS INCLUDING, WITHOUT LIMITATION, AXON CLOUD SERVICES, ARE PROVIDED "AS IS" AND TO THE EXTENT NOT PROHIBITED BY LAW, AXON DISCLAIMS ALL LIABILITY REGARDLESS OF THE CLAIM. s.:. Trial Quote Termination. Upon at least 10 business days' prior written notice to Axon at any time prior to the end of the Trial Period, Customer may as its sole option, terminate the free Trial Period and underlying Trial Quote associated with the Trial Products for convenience. Customer's rights to the Trial Products will immediately terminate at the end of the Trial Period, and Customer will return any Trial Products hardware to Axon within 10 days after the effective date of such termination or at the end of the Trial Period, excluding used CEW cartridges. If any individual component of the Trial Products is not returned, Axon will invoice Customer the MSRP of the unreturned items. Customer agrees to pay the invoice along with any applicable taxes and shipping. Customer will return the Trial Products to Axon in good working condition, minus normal wear and tear. Axon may charge Customer if there is damage beyond normal wear and tear. Any Customer Content shall be stored and returned pursuant to the Axon Cloud Services Terms of Use Appendix.

9. Statement of Work. Certain Axon Devices and Services, including, but not limited to, Axon Interview Room, Axon Channel Services, Axon Justice Implementation, FUSUS, and Axon Fleet, may require a Statement of Work that details Axon's Service deliverables ("SOW"). In the event Axon provides an SOW to Customer, Axon is only responsible for the performance of Services described in the SOW. Additional services outside of the SOW, Quote, or this Agreement are out of scope. The Parties must document scope changes in a written and signed change order.

Changes may require an equitable adjustment in fees or schedule. Any applicable SOW is incorporated into this Agreement by reference.

10. Axon Device Warninqs. See www.axon.com/legal for the most current Axon Device warnings. 1 1. Desiqn Chanqes. Axon may make design changes to any Axon Device or Service without notifying Customer or making the same change to Axon Devices and Services previously purchased by Customer.

12. Combined Offerinqs. Some offerings in a Quote combine existing and pre-released Axon Devices or Services.

Some offerings may not be available at the time of Customer's purchase. Axon will not provide a refund, credit, or additional discount beyond what is in the Quote due to delay of availability or Customer's choice not to utilize any portion of a combined offering.

13. . Axon will maintain General Liability, Workers' Compensation, and Automobile Liability insurance. Upon request, Axon will supply certificates of insurance.

14. . Axon owns and reserves all right, title, and interest in Axon-manufactured Devices and Services and suggestions to Axon, including all related intellectual property rights. Customer will not cause any Axon proprietary rights to be violated.

15. IP Indemnification. Axon will indemnify Customer against all claims, losses, and reasonable expenses from any third-party claim alleging that the use ofAxon-manufactured Devices, Axon Cloud Services orAxon software ("Axon Products") infringes or misappropriates the third-party's intellectual property rights. Customer must promptly provide Axon with written notice of such claim, tender to Axon the defense or settlement of such claim at Axon's expense and cooperate fully with Axon in the defense or settlement of such claim. Axon's IP indemnification obligations do not apply to claims based on (a) modification of Axon Products by Customer or a third-party not approved by Axon; (b) use of Axon Products in combination with hardware or services not approved by Axon; (c) use of Axon Products other than as permitted in this Agreement; or (d) use ofAxon Products that is not the most current sofiware release provided by Axon.

16. Customer Responsibilities. Customer is responsible for (a) Customer's use ofAxon Devices (b) Customer or a Customer authorized user's breach of this Agreement or violation of applicable law; (c) disputes between Customer Version: 23
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Exhibit C - Master Services and Purchasing Agreement and a third-party over Customer's use ofAxon Devices; (d) secure and sustainable destruction and disposal ofAxon Devices at Customer's cost; and (e) any regulatory violations or fines, as a result of improper destruction or disposal of Axon Devices.

17. Termination.

17.1. ForBreach.APartymayterminatethisAgreementforcauseifitprovidesthirty(30)dayswrittennoticeofthe breach to the other Party, and the breach remains uncured thirty (30) days after written notice. If Customer terminates this Agreement due to Axon's uncured breach, Axon will refund prepaid amounts on a prorated basis based on the effective date of termination.

17.2. By Customer. If sufficient funds are not appropriated or otherwise legally available to pay the fees, Customer may terminate this Agreement. Customer will deliver notice of termination under this section as soon as reasonably practicable.

17.3. Effect of Termination. Upon termination of this Agreement, Customer rights immediately terminate. Customer remains responsible for all fees incurred before the effective date of termination. If Customer purchases Axon Devices for less than the manufacturer's suggested retail price ("MSRP") and this Agreement terminates before the end of the Term, Axon will invoice Customer the difference between the MSRP forAxon Devices procured, including any Spare Axon Devices, and amounts paid towards those Axon Devices. Only if terminating for non- appropriation, Customer may return Axon Devices to Axon within thirty (30) days of termination. MSRP is the standalone price of the individual Axon Device at the time of sale. For multiple Axon Devices that may be combined as a single offering on a Quote, MSRP is the standalone price of all individual components.

18. Confidentiality. "Confidential Information" means nonpublic information designated as confidential or, given the nature of the information or circumstances surrounding disclosure, should reasonably be understood to be confidential. Each Party will take reasonable measures to avoid disclosure, dissemination, or unauthorized use of the other Party's Confidential Information. Unless required by law, neither Party will disclose the other Party's Confidential Information during the Term and for five (5) years thereaffer. To the extent permissible by law, Axon pricing is Confidential Information and competition sensitive. If Customer receives a public records request to disclose Axon Confidential Information, to the extent allowed by law, Customer will provide notice to Axon before disclosure. Axon may publicly announce information related to this Agreement.

19. .

19.1. Force Majeure. Neither Party will be liable for any delay or failure to perform due to a cause beyond a Party's reasonable control.

19.2. Independent Contractors. The Parties are independent contractors. Neither Party has the authority to bind the other. This Agreement does not create a partnership, franchise, joint venture, Customer, fiduciary, or employment relationship between the Parties.

19.3. Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.

19.4. Non-Discrimmahon. Neither Party nor its employees will discriminate against any person based on race; religion; creed; color; sex; gender identity and expression; pregnancy; childbirth; breastfeeding; medical conditions related to pregnancy, childbirth, or breastfeeding; sexual orientation; marital status; age; national origin ancestry; genetic information; disability; veteran status; or any class protected by local, state, or federal law.

19.5. Compliance with Laws. Each Party will comply with all applicable federal, state, and local laws, including without limitation, import and export control laws and regulations as well as firearm regulations and the Gun Control Act of 1968. Customer acknowledges that Axon Devices and Services are subject to u.s. and international export control laws, including the u.s. Export Administration Regulations (EAR) and International Traffic in Arms Regulations (ITAR). Customer represents and warrants that neither it nor any End User is a "Restricted Person," meaning any individual or entity that (1 ) is subject to u.s. sanctions or trade restrictions, (2) appears on any u.s. government restricted party list, (3) engages in prohibited weapons proliferation activities, or (4) is owned or controlled by, or acting on behalf of, such persons or entities. Customer must promptly notify Axon of any change in status, and Axon may terminate this Agreement if Customer or any End User becomes a Restricted Person or violates export laws.

19.6. Assignment. Neither Party may assign this Agreement without the other Party's prior written consent. Axon may assign this Agreement, its rights, or obligations without consent: (a) to an affiliate or subsidiary or (b) for purposes of financing, merger, acquisition, corporate reorganization, or sale of all or substantially all its assets.

This Agreement is binding upon the Parties respective successors and assigns.

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Exhibit C Master Services and Purchasing Agreement 19,7, Waiver. No waiver or delay by either Party in exercising any right under this Agreement constitutes a waiver of that right.
"I g.s. Severability. If a court of competent jurisdiction holds any portion of this Agreement invalid or unenforceable the remaining portions of this Agreement will remain in effect.

19.9. Survival. The following sections will survive termination: Payment, Warranty, Axon Device Warnings, Indemnification, IP Rights, Customer Responsibilities and any other Sections detailed in the survival sections of the Appendices.

19.10.Governing Law. The laws ofthe country, state, province, or municipalitywhere Customer is physically located, without reference to conflict of law rules, govern this Agreement and any dispute arising from it. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.

19.11. Notices. All notices rriust be in English. Notices posted on Customer's Axon Evidence site are effective upon posting. Notices by email are effective on the sent date of the email. Notices by personal delivery are effective immediately. Notices to Customer shall be provided to the address on file with Axon. Notices to Axon shall be provided to Axon Enterprise, Inc. Attn: Legal, 17800 North 85th Street, Scottsdale, Arizona 85255 with a copy to [email protected].

19.12 Entire Agreement. This Agreement, the Appendices, including any applicable Appendices not attached herein for the products and services purchased, which are incorporated by reference and located in the Master Purchasing and Services Agreement located at https://www.axon.com/sales-terms-and-conditions,Quote and any SOW(s), represents the entire agreement between the Parties. This Agreement supersedes all prior agreements or understandings, whether written or verbal, regarding the subject matter of this Agreement. This Agreement may only be modified or amended in a writing signed by the Parties.

Each Party, by and through its respective representative authorized to execute this Agreement, has duly executed and delivered this Agreement as of the date of signature.

AXON: CUSTOMER:

Axon Enterprise, Inc.

Signature: Signature:

Name: Yodit Glaze Name: Raul F. Salinas
Title: City Clerk Title: City Attorney
Date: Date:

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Axon Cloud Services Terms of Use Appendix

1. Definitions.

1.L "Data Controller" means the natural or legal person, public authority, or any other body which alone or jointly with others determines the purposes and means of the processing of Personal Data.

1.2. "Data Processor" means a natural or legal person, public authority or any other body which processes Personal Data on behalf of the Data Controller.

1.3. "Customer Content" is data uploaded into, ingested by, or created in Axon Cloud Services within Customer's tenant, including media or multimedia uploaded into Axon Cloud Services by Customer. Customer Content includes Evidence but excludes Non-Content Data.

1.4. "Evidence" is media or multimedia uploaded into Axon Evidence as 'evidence' by Customer. Evidence is a subset of Customer Content.

15. "End User" means the natural person subject to Customer's authorized license grant who ultimately uses the Cloud Services as provided under this Agreement. End Users must adhere to the terms of use and are subject to any usage restrictions or limitations specified in this Agreement.

1.6. "Non-Content Data"is data, configuration, and usage information about Customer's Axon Cloud Services tenant, Axon Devices and client software, and users that is transmitted or generated when using Axon Devices. Non- Content Data includes data about users captured during account management and customer support activities.

Non-Content Data does not include Customer Content.

1.7. "Personal Data" means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

1.8. "Provided Data" means de-identified, de-personalized, data derived from Customer's TASER energy weapon deployment reports, related TASER energy weapon logs, body-worn camera footage, and incident reports.

1.9. "Subprocessor" means any third party engaged by the Data Processor to assist in data processing activities that the Data Processor is carrying out on behalf of the Data Controller.

1.1 a."Transformed Data" means the Provided Data used for the purpose of quantitative evaluation of the performance and effectiveness of TASER energy weapons in the field across a variety of circumstances.

2. . Llpon Axon granting Customer a subscription to Axon Cloud Services, Customer may access and use Axon Cloud Services to store and manage Customer Content. Customer may not exceed more End Users than the Quote specifies. Axon Air requires an Axon Evidence subscription for each drone operator. For Axon Evidence access granted solely for TASER, Customer may access and use Axon Evidence only to store and manage TASER CEW and TASER CAM data ("TASER Data") and Customer may not upload non-TASER Data to Axon Evidence

3. Customer Owns Customer Content. Customer controls and owns all rights, title, and interest in Customer Content.

Except as outlined herein, Axon obtains no interest in Customer Content, and Customer Content is not Axon's business records. Customer is solely responsible for uploading, sharing, managing, and deleting Customer Content.

Axon will only have access to Customer Content for the limited purposes set forth herein. Customer agrees to allow Axon access to Customer Content to (a) perform troubleshooting, maintenance, or diagnostic screenings; and (b) enforce this Agreement or policies governing use of the Axon products.

4. . Axon will implement commercially reasonable and appropriate measures to secure Customer Content against accidental or unlawful loss, access or disclosure. Axon will maintain a comprehensive information security program to protect Axon Cloud Services and Customer Content including logical, physical access, vulnerability, risk, and configuration management; incident monitoring and response; encryption of uploaded digital evidence; security education; and data protection. Axon agrees to the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum for its digital evidence or records management systems.

5. Customer Responsibilities. Customer is responsible for (a) ensuring Customer owns Customer Content or has the necessary rights to use Customer Content (b) ensuring no Customer Content or Customer End User's use of Customer Content or Axon Cloud Services violates this Agreement or applicable laws; (c) maintaining necessary Version:23
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computer equipment and Internet connections for use of Axon Cloud Services and (d) verify the accuracy of any auto generated or Al-generated reports. If Customer becomes aware of any violation of this Agreement by an End User, Customer will immediately terminate that End User's access to Axon Cloud Services.

5.1. Customer will also maintain the security of End Llser usernames and passwords and security and access by end users to Customer Content. Customer is responsible for ensuring the configuration and utilization of Axon Cloud Services meet applicable Customer regulation and standards. Customer may not sell, transfer, or sublicense access to any other entity or person. If Customer provides access to unauthorized third-parties, Axon may assess additional fees along with suspending Customer's access. Customer shall contact Axon immediately if an unauthorized party may be using Customer's account or Customer Content, or if account information is lost or stolen.

5.2 To the extent Customer uses the Axon Cloud Services to interact with YouTube@, such use may be governed by the YouTube Terms of Service, available at https://www.youtube.com/static?template=terms.

6. . Customer's use of Axon Cloud Services is subject to the Axon Cloud Services Privacy Policy, a current version of which is available at https://www.axon.com/legal/cloud-services-privacy-policy. Customer agrees to allow Axon access to Non-Content Data from Customer to (a) perform troubleshooting, maintenance, or diagnostic screenings; (b) provide, develop, improve, and support current and future Axon products and related services; and (c) enforce this Agreement or policies governing the use of Axon products.

7. Axon Body Wi-Fi Positioninq. Axon Body cameras may offer a feature to enhance location services where GPS/GNSS signals may not be available, for instance, within buildings or underground. Customer administrators can manage their choice to use this service within the administrative features of Axon Cloud Services. If Customer chooses to use this service, Axon must also enable the usage of the feature for Customer's Axon Cloud Services tenant. Customer will not see this option with Axon Cloud Services unless Axon has enabled Wi-Fi Positioning for Customer's Axon Cloud Services tenant.

8. S%g. For Axon Unlimited Device Storage subscriptions, Customer may store unlimited data in Customer's Axon Evidence account only if the Axon Device data is shared to Customer through Axon Evidence from a partner agency using Axon Evidence, or the data originates from Axon Capture or an Axon Device. Axon may charge Customer additional fees for exceeding purchased storage amounts. Axon may place Customer Content that Customer has not viewed or accessed for six (6) months into archival storage. Customer Content in archival storage will not have immediate availability and may take up to twenty-four (24) hours to access.

9. Third-Party Unlimited Storaqe. For Third-Party Unlimited Storage the following restrictions apply: (i) it may only be used in conjunction with a valid Axon Evidence user license; (ii) is limited to data of the law enforcement Customer that purchased the Third-Party Llnlimited Storage and the Axon Evidence End User; (iii) Customer is prohibited from storing data for other customers or law enforcement agencies; and (iv) Customer may only upload and store data that is directly related to (1 )the investigation of, or the prosecution or defense of a crime, (2) common law enforcement activities, or (3) any Customer Content created by Axon Devices or Axon Evidence.

10. Location of Storage. Axon may transfer Customer Content to third-party subprocessors for storage. Axon will determine the locations of data centers for storage of Customer Content. If Customer is located in the United States, Canada, or Australia, Axon will ensure all Customer Content stored in Axon Cloud Services remains in the country where Customer is located. Ownership of Customer Content remains with Customer.

41. . Axon may temporarily suspend Customer's or any End User's right to access or use any portion or all of Axon Cloud Services immediately upon notice, if Customer or End User's use of or registration for Axon Cloud Services may (a) pose a security risk to Axon Cloud Services or any third-party; (b) adversely impact Axon Cloud Services, the systems, or content of any other customer; (c) subject Axon, Axon's affiliates, or any third-party to liability; or (d) be fraudulent. Customer remains responsible for all fees incurred through suspension. Axon will not delete Customer Content because of suspension, except as specified in this Agreement.

12. Axon Cloud Services Warranty. Axon disclaims any warranties or responsibility for data corruption or errors before Customer uploads data to Axon Cloud Services. Service Offerings will be subject to the Axon Cloud Services Service Level Agreement, a current version of which is available at https://www.axon.com/products/axon-evidence/sla.

13. Roles of the Parties. To the extent that Customer is the Data Controller of Personal Data, Axon is its Data Processor.

To the extent that Customer is a Data Processor or Personal Data, Axon is its Subprocessor. Notwithstanding the foregoing, to the extent any usage data (including query logs and metadata) and/or operations data (including billing and support data) in connection with Customer's use of the Services (collectively "Usage and Operations Data") is Version:23
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considered Personal Data, Axon is an independent Data Controller and shall Process such data in accordance with the Agreement and applicable data protection laws to develop, improve, support, and operate its products and services. For the avoidance of doubt, Axon will not disclose any Usage and Operations Data that includes confidential information with a third party except (a) in accordance with the relevant confidentiality provisions in the Agreement, or (b) to the extent the Usage and Operations Data is, in accordance with applicable data protection laws, anonymized, de-identified, and/or aggregated such that it can no longer directly orindirectly identify Customer or any particular individual.

14. TASER Data Science Proqram. Axon will provide a quantitative evaluation on the performance and effectiveness of TASER energy weapons in the field across a variety of circumstances.

If Customer purchases the TASER Data Science Program, Customer grants Axon, its affiliates, and assignees an irrevocable, perpetual, fully paid, royalty-free, and worldwide right and license to use Provided Data solely for the purposes of this Agreement and to create Transformed Data. Customer shall own all rights and title to Provided Data.

Axon shall own all rights and title to Transformed Data and any derivatives of Transformed Data.

Axon grants to Customer an irrevocable, perpetual, fully paid, royalty-free, license to use to TASER Data Science report provided to Customer for its own internal purposes. The Data Science report is provided "as is" and without any warranty of any kind.

In the event Customer seeks Axon's deletion of Provided Data, it may submit a request to [email protected]. Where reasonably capable of doing so, Axon will implement the request but at a minimum will not continue to collect Provided Data from Customer.
4 5. Axon Records. Axon Records is the software-as-a-service product that is generally available at the time Customer purchases an OSP 7 or OSP 10 plan. During Customer's Axon Records Subscription Term, if any, Customer will be entitled to receive Axon's Update and Upgrade releases on an if-and-when available basis.

15.1., The Axon Record subscription begins on the later of the (1) start date of the Quote, or (2) the date Axon provisions Axon Records to Customer. The Axon Records Subscription Term will end upon the completion of the Axon Records Subscription as documented in the Quote, or if purchased as part of an OSP 7 or OSP 10 plan, upon completion of the OSP 7 or OSP 10 Term ("Axon Records Subscription Term") 4 5.2.An "Update" is a generally available release of Axon Records that Axon makes available from time to time. An "Upgrade" includes (i) new versions of Axon Records that enhance features and functionality, as solely determined by Axon; and/or (ii) new versions of Axon Records that provide additional features or perform additional functions. Upgrades exclude new products that Axon introduces and markets as distinct products or applications.

15.3.New or additional Axon products and applications, as well as any Axon professional services needed to configure Axon Records, are not included as part of the Axon Records Subscription.

15.4. End Users of Axon Records may upload files to entities (incidents, reports, cases, etc) in Axon Records with no limit to the number of files and amount of storage. Notwithstanding the foregoing, Axon may limit usage should the Customer exceed an average rate of one-hundred (100) GB per user per year of uploaded files. Axon will not bill for overages.

16. Axon Cloud Services Restrictions. Customer and Customer End Llsers (including employees, contractors, agents, officers, volunteers, and directors), may not, or may not attempt to:
4 6.1.copy, modify, tamper with, repair, or create derivative works of any part of Axon Cloud Services;

16.2.reverse engineer, disassemble, or decompile Axon Cloud Services or apply any process to derive any source code included in Axon Cloud Services, or allow others to do the same;

16.3.access or use Axon Cloud Services with the intent to gain unauthorized access, avoid incurring fees or exceeding usage limits or quotas;

16.4. use Axon Cloud Services as a service bureau, or as part of a Customer infrastructure as a service; 1 6.5.use trade secret information contained in Axon Cloud Services, except as expressly permitted in this Agreement; 1 6.6.access Axon Cloud Services to build a competitive device or service or copy any features, functions, or graphics of Axon Cloud Services;
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l6.7.remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon's or Axon's licensors on or within Axon Cloud Services; or

16.8. use Axon Cloud Services to store or transmit infringing, libelous, or other unlawful or tortious material; material in violation of third-party privacy rights; or malicious code. 1 ei.g. Draft One. Axon may impose usage restrictions if a single user generates more than three hundred (300) reports per month for two or more consecutive months.

17. After Termination. Axon will not delete Customer Content for ninety (90) days following termination. Axon Cloud Services will not be functional during these ninety (90) days other than the ability to retrieve Customer Content.

Customer will not incur additional fees if Customer downloads Customer Content from Axon Cloud Services during this time. Axon has no obligation to maintain or provide Customer Content after these ninety (90) days and will thereafter, unless legally prohibited, delete all Customer Content. Upon request, Axon will provide written proof that Axon successfully deleted and fully removed all Customer Content from Axon Cloud Services.

18. Post-Termination Assistance. Axon will provide Customer with the same post-termination data retrieval assistance that Axon generally makes available to all customers. Requests for Axon to provide additional assistance in downloading or transferring Customer Content, including requests for Axon's data egress service, will result in additional fees and Axon will not warrant or guarantee data integrity or readability in the external system.

19. u.s. Government Riqhts. If Customer is a u.s. Federal department or using Axon Cloud Services on behalf of a u.s. Federal department, Axon Cloud Services is provided as a "commercial item," "commercial computer software," "commercial computer software documentation," and "technical data", as defined in the Federal Acquisition Regulation and Defense Federal Acquisition Regulation Supplement. If Customer is using Axon Cloud Services on behalf of the u.s. Government and these terms fail to meet the u.s. Government's needs or are inconsistent in any respect with federal law, Customer will immediately discontinue use of Axon Cloud Services.

20. Survival. Upon any termination of this Agreement, the following sections in this Appendix will survive: Customer Owns Customer Content, Privacy, Storage, Axon Cloud Services Warranty, Customer Responsibilities and Axon Cloud Services Restrictions.

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Axon Customer Experience Improvement Program Appendix

1. Axon Customer Experience Improvement Proqram (ACEIP). The ACEIP is designed to accelerate Axon's development of technology, such as building and supporting automated features, to ultimately increase safety within communities and drive efficiency in public safety. To this end, subject to the limitations on Axon as described below, Axon, where allowed by law, may make limited use of Customer Content from all of its customers to provide, develop, improve, and support current and future Axon products (collectively, "ACEIP Purposes"). However, at all times, Axon will comply with its obligations pursuant to the Axon Cloud Services Terms of Use Appendix to maintain a comprehensive data security program (including compliance with the CJIS Security Policy for Criminal Justice Information), privacy program, and data governance policy, including high industry standards of de-identifying Personal Data, to enforce its security and privacy obligations for the ACEIP. ACEIP has 2 tiers of participation, Tier 1 and Tier 2. By default, Customer will be a participant in ACEIP Tier 1. If Customer does not want to participate in ACEIP Tier 1, Customer can revoke its consent at any time. IF Customer wants to participate in Tier 2, as detailed below, Customer can check the ACEIP Tier 2 box below. If Customer does not want to participate in ACEIP Tier 2, Customer should leave box unchecked. At any time, Customer may revoke its consent to ACEIP Tier 1, Tier 2, or both Tiers.

2. ACEIP Tier 1.

2.1. When Axon uses Customer Content for the ACEIP Purposes, Axon will extract from Customer Content and may store separately copies of certain segments or elements of the Customer Content (collectively, "ACEIP Content"). When extracting ACEIP Content, Axon will use commercially reasonable efforts to aggregate, transform or de-identify Customer Content so that the extracted ACEIP Content is no longer reasonably capable of being associated with, or could reasonably be linked directly or indirectly to a particular individual ("Privacy Preserving Technique(s)"). For illustrative purposes, some examples are described in footnote 1'.

For clarity, ACEIP Content will still be linked indirectly, with an attribution, to the Customer from which it was extracted. This attribution will be stored separately from the data itself, but is necessary for and will be solely used to enable Axon to identify and delete all ACEIP Content upon Customer request. Once de-identified, ACEIP Content may then be further modified, analyzed, and used to create derivative works. At any time, Customer may revoke the consent granted herein to Axon to access and use Customer Content for ACEIP Purposes. Within 30 days of receiving the Customer's request, Axon will no longer access or use Customer Content for ACEIP Purposes and will delete any and all ACEIP Content. Axon will also delete any derivative works which may reasonably be capable of being associated with, or could reasonably be linked directly or indirectly to Customer. In addition, ifAxon uses Customer Content for the ACEIP Purposes, upon request, Axon will make available to Customer a list of the specific type of Customer Content being used to generate ACEIP Content, the purpose of such use, and the retention, privacy preserving extraction technique, and relevant data protection practices applicable to the Customer Content or ACEIP Content ("Use Case"). From time to time, Axon may develop and deploy new Use Cases. At least 30 days prior to authorizing the deployment of any new Use Case, Axon will provide Customer notice (by updating the list of Use Case at https://www.axon.com/aceip and providing Customer with a mechanism to obtain notice of that update or another commercially reasonable method to Customer designated contact) ("New Use Case"). :.:. Expiration of ACEIP Tier 1 Customer consent granted herein will expire upon termination of the Agreement.

In accordance with section 1.1.'1, within 30 days of receiving the Customer's request, Axon will no longer access or use Customer Content forACEIP Purposes and will delete ACEIP Content. Axon will also delete any derivative works which may reasonably be capable of being associated with, or could reasonably be linked directly or indirectly to, Customer.
3, ACEIP Tier 2. In addition to ACEIP Tier 1,if Customer wants to help further improve Axon's services, Customer may choose to participate in Tier 2 of the ACEIP. ACEIP Tier 2 grants Axon certain additional rights to use Customer ' For example; (a) when extracting specific text to improve automated transcription capabilities, text that could be used to directly identify a particular individual would not be extracted, and extracted text would be disassociated from identifying metadata of any speakers, and the extracted text would be split into individual words and aggregated with other data sources (including publicly available data) to remove any reasonable ability to link any specific text directly or indirectly back to a particular individual; (b) when extracting license plate data to improve Automated License Plate Recognition (ALPR) capabilities, individual license plate characters would be extracted and disassociated from each other so a complete plate could not be reconstituted, and all association to other elements of the source video, such as the vehicle, location, time, and the surrounding environment would also be removed; (c) when extracting audio of potential acoustic events (such as glass breaking or gun shots), very short segments (<al second) of audio that on1y contains the likely acoustic events would be extracted and all human utterances would be removed.

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Content, in addition to those set forth in Tier 1 above, without the guaranteed deployment of a Privacy Preserving Technique to enable product development, improvement, and support that cannot be accomplished with aggregated, transformed, or de-identified data.
€ Check this box if Customer wants to help further improve Axon's services by participating in ACEIP Tier 2 in addition to Tier 1. Axon will not enroll Customer into ACEIP Tier 2 until Axon and Customer agree to terms in writing providing for such participation in ACEIP Tier 2.

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Technology Assurance Plan Appendix
If Technology Assurance Plan ("TAP") or a combined offering including TAP is on the Quote, this appendix applies.

1. TAP Warranty. The TAP specific warranty is an extended warranty that starts at the end of the one- (1-) year hardware limited warranty.

2. Officer Safety Plan. If Customer purchases an Officer Safety Plan ("OSP"), Customer will receive the deliverables detailed in the Quote. Customer must accept delivery of the TASER CEW and accessories as soon as available from Axon.

3. OSP7orOSP10Term.OSP7orOSP10beginsonthedatespecifiedintheQuote("OSPTerm").

4. TAP BWC Refresh. If Customer has no outstanding payment obligations and purchased TAP, Axon will provide Customer a newAxon body-worn camera ("BWC Refresh") as scheduled in the Quote. If Customer purchased TAP, Axon will provide a BWC Refresh that is the same or like Axon Device, at Axon's option. Axon makes no guarantee the BWC Refresh will utilize the same accessories orAxon Dock.

5. TAP Dock Refresh. If Customer has no outstanding payment obligations and purchased TAP, Axon will provide Customer a new Axon Dock as scheduled in the Quote ("Dock "). Accessories associated with any Dock Refreshes are subject to change at Axon discretion. Dock Refreshes will only include a new Axon Dock Bay configuration unless a new Axon Dock core is required for BWC compatibility. If Customer originally purchased a single-bay Axon Dock, the Dock Refresh will be a single-bay Axon Dock model that is the same or like Axon Device, at Axon's option. If Customer originally purchased a multi-bay Axon Dock, the Dock Refresh will be a multi-bay Axon Dock that is the same or like Axon Device, at Axon's option.

6. Refresh Delay. Axon may ship the BWC and Dock Refreshes as scheduled in the Quote without prior confirmation from Customer unless the Parties agree in writing otherwise at least ninety (90) days in advance. Axon may ship the final BWC and Dock Refreshes as scheduled in the Quote sixty (60) days before the end of the Subscription Term without prior confirmation from Customer.

7. Upgrade Chanqe. If Customer wants to upgrade Axon Device models from the current Axon Device to an upgraded Axon Device, Customer must pay the price difference between the MSRP for the current Axon Device and the MSRP for the upgraded Axon Device. If the model Customer desires has an MSRP less than the MSRP of the offered BWC Refreshes or Dock Refresh, Axon will not provide a refund. The MSRP is the MSRP in effect at the time of the upgrade.

8. Return of Oriqinal Axon Device. Within thirty (30) days of receiving a BWC or Dock Refresh, Customer must return the original Axon Devices to Axon or destroy the Axon Devices and provide a certificate of destruction to Axon including serial numbers for the destroyed Axon Devices. If Customer does not return or destroy the Axon Devices, Axon will deactivate the serial numbers for the Axon Devices received by Customer.

9. Termination. If Customer's payment for TAP, OSP, or Axon Evidence is more than thirty (30) days past due, Axon may terminate TAP or OSP. Once TAP or OSP terminates for any reason:

9.1. TAP and OSP coverage terminate as of the date of termination and no refunds will be given.

9.2. Axon will not and has no obligation to provide the Upgrade Models.

9.3. Customer must make any missed payments due to the termination before Customer may purchase any future TAP or OSP.

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Axon Auto-Tagging Appendix
IfAuto-Tagging is included on the Quote, thisAppendix applies.

1. S5g3. Axon Auto-Tagging consists of the development of a module to allow Axon Evidence to interact with Customer's Computer-Aided Dispatch ("CAD") or Records Management Systems ("RMS"). This allows End Users to auto-populate Axon video meta-data with a case ID, category, and location-based on data maintained in Customer's CAD or RMS.

2. . For thirty (30) days after completing Auto-Tagging Services, Axon will provide up to five (5) hours of remote support at no additional charge. Axon will provide free support due to a change in Axon Evidence, if Customer maintains an Axon Evidence and Auto-Tagging subscription. Axon will not provide support if a change is required because Customer changes its CAD or RMS.

3. . Axon is only responsible to perform the Services in this Appendix for Auto-Tagging or applicable SOW.

Any additional Services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in fees or schedule.

4. CustomerResponsibilities.Axon'sperformanceofAuto-TaggingServicesrequiresCustomerto:

4.1. Make available relevant systems, including Customer's current CAD or RMS, for assessment by Axon (including remote access if possible);

4.2. Make required modifications, upgrades or alterations to Customer's hardware, facilities, systems and networks related to Axon's performance of Auto-Tagging Services;

4.3. Provide access to the premises where Axon is performing Auto-Tagging Services, subject to Customer safety and security restrictions, and allow Axon to enter and exit the premises with laptops and materials needed to perform Auto-Tagging Services;

4.4. Provide all infrastructure and software information (TCP/IP addresses, node names, network configuration) necessary for Axon to provide Auto-Tagging Services;

4.5. Promptly install and implement any software updates provided byAxon;

4.6. Ensure that all appropriate data backups are performed;

4.7. Provide assistance, participation, and approvals in testing Auto-Tagging Services;

4.8. Provide Axon with remote access to Customer's Axon Evidence account when required;

4.9. Notify Axon of any network or machine maintenance that may impact the performance of the module at Customer; and

4.10. Ensurereasonableavailabilityofknowledgeablestaffandpersonneltoprovidetimely,accurate,complete,and up-to-date documentation and information to Axon.

5. Access to Systems. Customer authorizes Axon to access Customer's relevant computers, network systems, and CAD or RMS solely for performing Auto-Tagging Services. Axon will work diligently to identify the resources and information Axon expects to use and will provide an initial list to Customer. Customer is responsible for and assumes the risk of any problems, delays, losses, claims, or expenses resulting from the content, accuracy, completeness and consistency of all data, materials, and information supplied by Customer.

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Axon Respond Appendix
This Axon Respond Appendix applies to Axon Respond, Axon Respond Device Plus, and Device Connectivity if any are included on the Quote.

1. Axon Respond Subscription Term. If Customer purchases Axon Respond as part of a combined offering on a Quote, the Axon Respond subscription begins on the later of the (1 ) start date of that offering within the Quote, or (2) date Axon provisions Axon Respond to Customer. If Customer purchases Axon Respond as a standalone, the Axon Respond subscription begins the later of the (1 ) date Axon provisions Axon Respond to Customer, or (2) first day of the month following the Effective Date. The Axon Respond subscription term will end upon the completion of the Axon Evidence Subscription associated with Axon Respond.

2. Scope of Axon Respond. The scope of Axon Respond is to assist Customer with real-time situational awareness during critical incidents to improve officer safety, effectiveness, and awareness. In the event Customer uses Axon Respond outside this scope, Axon may initiate good-faith discussions with Customer on upgrading Customer's Axon Respond to better meet Customer's needs.

3. Axon Body LTE Requirements. Axon Respond is only available and usable with an LTE enabled body-worn camera.

Axon is not liable if Customer utilizes the LTE device outside of the coverage area or if the LTE carrier is unavailable.

LTE coverage is only available in the United States, including any u.s. territories. Axon may utilize a carrier ofAxon's choice to provide LTE service. Axon may change LTE carriers during the Term without Customer's consent.

4. Axon Fleet LTE Requirements. Axon Respond is only available and usable with a Fleet 3 system configured with LTE modem and service. Customer is responsible for providing LTE service for the modem. Coverage and availability of LTE service is subject to Customer's LTE carrier.

5. Axon Respond Service Limitations. Customer acknowledges that LTE service is made available only within the operating range of the networks. Service may be temporarily refused, interrupted, or limited because of: (a) facilities limitations; (b) transmission limitations caused by atmospheric, terrain, other natural or artificial conditions adversely affecting transmission, weak batteries, system overcapacity, movement outside a service area or gaps in coverage in a service area, and other causes reasonably outside of the carrier's control such as intentional or negligent acts of third parties that damage or impair the network or disrupt service; or (c) equipment modifications, upgrades, relocations, repairs, and other similar activities necessary for the proper or improved operation of service.

5.1. With regard to Axon Body, Partner networks are made available as-is and the carrier makes no warranties or representations as to the availability or quality of roaming service provided by carrier partners, and the carrier will not be liable in any capacity for any errors, outages, or failures of carrier partner networks. Customer expressly understands and agrees that it has no contractual relationship whatsoever with the underlying wireless service provider or its affiliates or contractors and Customer is not a third-party beneficiary of any agreement between Axon and the underlying carrier.

6. Termination. Upon termination of this Agreement, or if Customer stops paying for Axon Respond or combined offerings that include Axon Respond, Axon will end Axon Respond services, including any Axon-provided LTE service.

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Add-on Services Appendix
This Appendix applies if Axon Community Request, Axon Redaction Assistant, and/or Axon Performance are included on the Quote.

1. Subscription Term. If Customer purchases Axon Community Request, Axon Redaction Assistant, Or Axon Performance as part of OSP 7 or OSP 10, the subscription begins on the later of the (1) start date of the OSP 7 or OSP '10 Term, or (2) date Axon provisions Axon Community Request, Axon Redaction Assistant, Or Axon Performance to Customer.

1.1. If Customer purchases Axon Community Request, Axon Redaction Assistant, Or Axon Performance as a standalone, the subscription begins the later of the (1 ) date Axon provisions Axon Community Request, Axon Redaction Assistant, or Axon Performance to Customer, or (2) first day of the month following the Effective Date.

1.2. The subscription term will end upon the completion of the Axon Evidence Subscription associated with the add- on.

2. Axon Community Request Storaqe. ForAxon Community Request, Customer may store an unlimited amount of data submitted through the public portal ("Portal Content"), within Customer's Axon Evidence instance. The post- termination provisions outlined in the Axon Cloud Services Terms of Llse Appendix also apply to Portal Content.

3. Performance Auto-Taqqinq Data. In order to provide some features of Axon Performance to Customer, Axon will need to store call for service data from Customer's CAD or RMS.

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Axon Application Programming Interface Appendix
This Appendix applies if Axon's API Services or a subscription to Axon Cloud Services are included on the Quote.

1. Definitions.

1.1. "APICIienf'meansthesoftwarethatactsastheinterfacebetweenCustomer'scomputerandtheserver,which is already developed or to be developed by Customer.

1.2. "API Interface" means soffware implemented by Customer to configure Customer's independent API Client Software to operate in conjunction with the API Service for Customer's authorized Use.

1.3. "AxonEvidencePartnerAPl,APlorAxonAPl"(collectively"APIService")meansAxon'sAPlwhichprovides a programmatic means to access data in Customer's Axon Evidence account or integrate Customer's Axon Evidence account with other systems.

1. 4. "Use" means any operation on Customer's data enabled by the supported API functionality.

2. Purpose and License.

2.L CustomermayuseAPIServiceanddatamadeavailablethroughAPIService,inconnectionwithanAPIClient developed by Customer. Axon may monitor Customer's use of API Service to ensure quality, improve Axon devices and services, and verify compliance with this Agreement. Customer agrees to not interfere with such monitoring or obscure from Axon Customer's use of API Service. Customer will not use API Service for commercial use.

2.2. Axon grants Customer a non-exclusive, non-transferable, non-sublicensable, worldwide, revocable right and license during the Term to use API Service, solely for Customer's Llse in connection with Customer's API Client.

2.3. Axon reserves the right to set limitations on Customer's use of the API Service, such as a quota on operations, to ensure stability and availability ofAxon's API. Axon will use reasonable efforts to accommodate use beyond the designated limits.

3. Confiquration.CustomerwillworkindependentlytoconfigureCustomer'sAPICIientwithAPIServiceforCustomer's applicable use. Customer will be required to provide certain information (such as identification or contact details) as part of the registration. Registration information provided to Axon must be accurate. Customer will inform Axon promptly of any updates. Upon Customer's registration, Axon will provide documentation outlining API Service information.

4. Customer Responsibilities. When using API Service, Customer and its End Llsers may not:

4.1. useAPIServiceinanywayotherthanasexpresslypermittedunderthisAgreement;

4.2. use in any way that results in, or could result in, any security breach to Axon;

4.3. perform an action with the intent of introducing any virus, worm, defect, Trojan horse, malware, or any item of a destructive nature to Axon Devices and Services;

4.4. interfere with, modify, disrupt or disable features or functionality of API Service or the servers or networks providing API Service;

4.5. reverse engineer, decompile, disassemble, or translate or attempt to extract the source code from API Service or any related software;

4.6. create an API Interface that functions substantially the same as API Service and offer it for use by third parties;

4.7. provide use ofAPI Service on a service bureau, rental or managed services basis or permit other individuals or entities to create links to API Service;

4.8. frameormirrorAPIServiceonanyotherserver,orwirelessorlnternet-baseddevice;

4.9. make available to a third-party, any token, key, password or other login credentials to API Service;

4.10. take any action or inaction resulting in illegal, unauthorized or improper purposes; or

4.11. disclose Axon's API manual.

5. API Content. All content related to API Service, other than Customer Content or Customer's API Client content, is considered Axon's API Content, including:

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5.1. the design, structure and naming of API Service fields in all responses and requests;

5.2. the resources available within API Service for which Customer takes actions on, such as evidence, cases, users, or reports;

5.3. the structure of and relationship of API Service resources; and

5.4. the design of API Service, in any part or as a whole.

6. Prohibitions on API Content. Neither Customer nor its End Users will use API content returned from the API Interface to:

6.1. scrape, build databases, or otherwise create permanent copies of such content, or keep cached copies longer than permitted by the cache header;
e.:. copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display, or sublicense to any third-party;

6.3. misrepresent the source or ownership; or

6.4. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices).

7. .AxonmayupdateormodifytheAPIServicefromtimetotime("APIUpdate").Customerisrequiredto implement and use the most current version of API Service and to make any applicable changes to Customer's API Client required as a result of such API Update. API Updates may adversely affect how Customer's API Client access or communicate with API Service or the API Interface. Each API Client must contain means for Customer to update API Client to the most current version ofAPl Service. Axon will provide support for one (1) year following the release of an API Update for all depreciated API Service versions.

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Axon Event Offer Appendix
If the Agreement includes the provision of, or Axon otherwise offers, ticket(s), travel and/or accommodation for select events hosted by Axon ("Axon Event"), the following shall apply:

1. General. Subject to the terms and conditions specified below and those in the Agreement, Axon may provide Customer with one or more offers to fund Axon Event ticket(s), travel and/or accommodation for Customer-selected employee(s) to attend one or more Axon Events. By entering into the Agreement, Customer warrants that it is appropriate and permissible for Customer to receive the referenced Axon Event offer(s) based on Customer's understanding of the terms and conditions outlined in this Axon Event Offer Appendix.

2. Attendee/Employee Selection. Customer shall have sole and absolute discretion to select the Customer employee(s) eligible to receive the ticket(s), travel and/or accommodation that is the subject of any Axon Event offer(s).

3. . It is the intent of Axon that any and all Axon Event offers comply with all applicable laws, regulations and ethics rules regarding contributions, including gifts and donations. Axon's provision of ticket(s), travel and/or accommodation for the applicable Axon Event to Customer is intended for the use and benefit of Customer in furtherance of its goals, and not the personal use or benefit of any official or employee of Customer. Axon makes this offer without seeking promises or favoritism for Axon in any bidding arrangements. Further, no exclusivity will be expected by either party in consideration for the offer. Axon makes the offer with the understanding that it will not, as a result of such offer, be prohibited from any procurement opportunities or be subject to any reporting requirements.

If Customer's local jurisdiction requires Customer to report or disclose the fair market value of the benefits provided by Axon, Customer shall promptly contact Axon to obtain such information, and Axon shall provide the information necessary to facilitate Customer's compliance with such reporting requirements.

4. Assiqnability.Customermaynotsell,transfer,orassignAxonEventticket(s),traveland/oraccommodationprovided under the Agreement.

5. The provision of all offers of Axon Event ticket(s), travel and/or accommodation is subject to availability of funds and resources. Axon has no obligation to provide Axon Event ticket(s), travel and/or accommodation.

6. Revocation of Offer. Axon reserves the right at any time to rescind the offer of Axon Event ticket(s), travel and/or accommodation to Customer if Customer or its selected employees fail to meet the prescribed conditions or if changes in circumstances render the provision of such benefits impractical, inadvisable, or in violation of any applicable laws, regulations, and ethics rules regarding contributions, including gifts and donations.

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I 8620 Califomia Ave
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I 90280-3004
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Email:

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Axon Enterprise, Inc.
17800 N 85th St.

Scottsdale, Arizona 85255
United States
VAT: 86-0741227
Domestic: (800) 978-2737
International: +1.800.978.2737
Sou(h Gate Police Department - CA
8620 California Ave
South Gate,
CA
90280-3004
USA
Attachment C
Quote Summary
Program Length

TOT AL COST

ESTIMATED TOTAL W/TAX
Discount Summary
Average Savings Per Year

TOT AL SAVINGS
Page I
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Quote List Price:

Quote Subtotal:
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Shipping Locations
1 Payment Details
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Yearl HOOOO1 AB4CameraBundle 10 $0,0
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Year2 HOOOO1 AB4CameraBundle 10 $0,0
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Year5 BWCamMBDTAP BodyWomCameraMulti-BayDockTAPBundle 10 $2,596.

Year5 BWCamMBDTAP BodyWomCameraMuJti-BayDockTAPBundle 2 $5'l9.

Year5 BWCamTAP BodyWomCarneraTAPBundle 85 $20,685,
Year5 BWCamTAP BodyWornCameraTAPBundle" 10 $2,433.

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217
Tax is estimated based on rates applicable at date of quote and subject to change at time of invoicing. If a tax exemption certificate prior to invoicing.

Standard Terms and Conditions
Axon Enterprise Inc. Sales Terms and Conditions
Axon Master Services and Purchasing Agreement:

This Quote is limited to and conditional upon your acceptance of the provisions set forth herein and Axon's Master Seivicx (posted at https://www.axon.com/sales-terms-and-conditions), aS Well as the attached Statement of Work (SOW) for I Room purchase, if applicable. In the event you and Axon have entered into a prior agreement to govern all future purchas the extent it includes the products and services being purchased and does not conflict with the Axon Customer Experienci as described below.

ACEIP:

The Axon Customer Experience Improvement Program Appendix, which includes the sharing of de-identified segments of develop new products and improve your product experience (posted at www.axon.com/legal/sales-terms-and-conditions), reference. By signing below, you agree to the terms of the Axon Customer Experience Improvement Program, Acceptance of Terms:

Any purchase order issued in response to this Quote is subject solely to the above referenced terms and conditions. By si are lawfully able to enter into contracts. If you are signing on behalf of an entity (including but not limited to the company, i for whom you work), you represent to Axon that you have legal authority to bind that entity. If you do not have this authorit Exceptions to Standard Terms and Conditions

218
Agency has existing contract(s) originated via Quote(s):

Q-333964, Q-417896, Q-447112, Q-512519, Q-565207
Agency is terminating those contracts effective 11/15/2025 Any changes in this date will result in modification ofthe program valu fees or credits due to or from Axon.

The parties agree that Axon is applying a Net Transfer Debit of $13,743.97 Any credits contained in this quote are contingent upon payment in full of the following amounts:

Q-333964-INUS284676 - 10/1/2024-$76,155.13
Q-417896 - 1NUS294030- IU112024-$1 1,3"l3.77
Q-447i 12 - INUS294250 - 11/1/2024-$10,455.00
Q-512519 - 1NUS293873 - 1171/2024-$"lO,570.56
100% discounted body-worn camera and docking station hardware contained in this quote reflects a TAP replacement for hardwc quotes aforementioned above. All TAP obligations from this contract will be considered fulfilled upon execution of this quote.

Signature Date Signed

219
Page
220
Item No. 5
SEP - /i 2025
FILED
Ciffl ofSouth Gate
1% 3=t,> CITY COUNCIL
AGENDA BJ[LL
For the Regular Meeting qf September 9, 2025
Originating Department: Community Deve'lopment
DepartmentDirector: qab5,,-lPerez R b Houston
SUBJECT: APPROVE A PROFESSIONAL SERVICE AGREEMENT WITH WILLDAN

ENGINEERING FOR A TEMPORARY CODE ENFORCEMENT SUPERVISOR AND

REAJ'PROPRIATION OF FUNDS
PURPOSE: To request City Council approval of a professional service agreement (Agreement) with Willdan Engineering to provide one temporary Code Enforcement Supervisor for an initial four- month period, with an option for a one-month extension and to approve the reappropriation of $88,000 from Salaries (Account No. 100-604-29-5101) to Professional Services (Account No. 100- 604-29-6101) to fund the Agreement.

RECOMMENDED ACTIONS: It is recommended that the City Council:
a. Approve an Agreement with Willdan Engineering to provide one Code Enforcement Supervisor for an initial term of four-months, with the option to extend the Agreement for one additional month, in a form acceptable to the City Attorney; b. Authorize the Mayor to execute the Agreement and any necessary amendments or extensions; and
c. Approve the reappropriation of $88,000 from Salaries (Account No. 100-604-29-5101) to Professional Services (Account No. 100-604-29-6101) to fund the contract.

FISCAL IMPACT: There is no negative fiscal impact to the General Fund. The Agreement will be 'funded entirely via salary savings from the vacant Code Enforcement Supervisor and Code Enforcement Officer positions.

To facilitate this, staff recommends reappropriating $88,000 from Salaries (Account No. 100-604- 29-5101) to Professional Services (Account No. 100-604-29-6101). This action will ensure the availability of funds to pay Willdan Engineering for temporary staffing, which will be charged at a Code Enforcement Supervisor rate at $110 an hour.

ANALYSIS: Willdan Engineering is a vetted municipal services contractor with experience supplying qualified Code Enforcement Supervisors
l
221
The contractor-supplied Code Enforcement Supervisor will:
* Oversee daily operations and supervise Code Enforcement Officers * Investigate potential violations, document cases, and initiate enforcement actions * Ensure compliance with municipal codes (zoning, property maintenance, signage, abandoned vehicles, etc.)
* Coordinate with other City departments and serve as a technical resource * Maintain continuity of service while permanent recruitment is in progress The agreementterm is four-months, with an option for a one-month extension ifthe permanent hiring process requires additional time. Should the permanent selection process conclude early, the extension option need not be utilized.

BACKGROUND: The Code Enforcement Division is current operating with four unfiled positions:
two Code Enforcement Officers, one Senior Code Enforcement Officer, and the Code Enforcement Supervisor. Two key vacancies are the result of recent retirements - specifically one Senior Code Enforcement Officer and one Code Enforcement Officer - leaving the Division critically understaffed.

The Code Enforcement Supervisor position is a critical leadership role responsible for overseeing code investigations, case management, enforcement coordination, and ensuring compliance with applicable laws and regulations. At present, this position remains vacant, and recruitment is underway. The permanent Code Enforcement Supervisor position was posted on July 31, 2025, with applications accepted through August 28, 2025.

Given the anticipated timeline for candidate screening, interviews, and onboarding, interim supervisory support is necessary to maintain service levels and operational oversight during this transitional period. To address this need, staff is proposing to utilize the services of Willdan Engineering, a qualified municipal services provider with the capacity to provide an experienced Code Enforcement Supervisor on a temporary basis.

ATTACHMENTS: A. Agreement with Willdan Engineering (including Scope of Services- Exhibit "A")
B. Scope of Services
2 222
Attachment A

AGREEMENT FOR PROFESSIONAL SERVICES FOR CODE

ENFORCEMENT SUPERVISOR SERVICES BETWEEN THE CITY OF

SOUTH GATE AND WILLDAN ENGINEERING
This Agreement for Professional Services for Code Enforcement Supervisor Services ("Agreement") is made and entered into on September 9, 2025, by and between the City of South Gate, a municipal corporation ("City"), and Willdan Engineering, a California corporation ("Consultant"). City and Consultant are sometimes hereinafter individually referred to as a "Party" and collectively as "Parties."

RECIT ALS
WHEREAS, City desires to retain a qualified provider for certain services relating to Code Enforcement Supervisor; and
WHEREAS, Consultant warrants to City that it has the requisite skills, knowledge, qualifications, manpower and expertise to perform properly and timely the Professional Services under this Agreement; and
WHEREAS, based on such representation, City desires to contract with Consultant to perform the services as described in the Scope of Services attached hereto as Exhibit "A" of this Agreement.

NOW, THEREFORE, the Parties hereby agree as follows:

1. SCOPE OF SERVICES. City hereby engages Consultant, and Consultant accepts such engagement, to perform the services set forth in the Scope of Services as described in Exhibit "A" attached hereto and made part of this Agreement. The Scope of Services may be mutually amended from time to time by both Parties in writing.

2. COMPENSATION FOR SERVICES. The total amount of compensation for this Agreement shall not exceed the sum of EIGHTY-EIGHT THOUSAND DOLLARS ($88,000.00) as described in Consultant's proposal attached hereto as Exhibit "A." City shall pay Consultant for its professional services rendered and costs incurred pursuant to this Agreement. No additional compensation shall be paid for any other expenses incurred, unless first approved in writing by the City Manager or his/her designee.

2.1 Consultant shall be required to attend meetings at City Hall as necessary in the delivery of the projects. Travel time between Consultant's office and City Hall shall not be billable. Consultant may request an exemption on a case-by-case basis, which shall be subject to City approval.

2.2 Consultant shall be paid in accordance with the schedule included in Consultant's proposal attached hereto as Exhibit "A." City shall pay Consultant within thirty (30) days of receipt of the invoice.
5116863.1-L235.0 (Form Rev. 9/2/25 sec 6.6)
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Agreement for Professional Services
Willdan Engineering

2.3 No payment made hereunder by City to Consultant, other than the final payment, shall be construed as an acceptance by City of any work or materials, nor as evidence of satisfactory performance by Consultant of its obligations under this Agreement.

3. TERM OF AGREEMENT. This Agreement is effective as of September 10, 2025, and will remain in effect for a period of four months with an option for a one-month extension from said date or until project completion, unless otherwise expressly extended and agreed to by both Parties in writing, or terminated by either Party as provided herein.

4. CITY AGENT. The City Manager, or his/her designee, for the purposes of this Agreement, is the agent for City. Whenever approval or authorization is required, Consultant understands that the Director, or his/her designee, has the authority to provide that approval or authorization.
5, CONFLICT OF INTEREST. Consultant represents that it presently has no interest and shall not acquire any interest, direct or indirect, in any real property located in the City which may be affected by the services to be performed by Consultant under this Agreement.

Consultant further represents that in performance of this Agreement, no person having any such interest shall be employed by it. Within ten (10) days, Consultant agrees that it will immediately notify City of any other conflict of interest that may exist or develop during the term of this Agreement.

5.I Consultant represents that no City employee or official has a material financial interest in Consultant's business. During the term of this Agreement and/or as a result of being awarded this contract, Consultant shall not offer, encourage or accept any financial interest in Consultant's business or in this Agreement by any City employee or official.

6. GENERAL TERMS AND CONDITIONS.

6.1 Termination for Convenience. City may terminate this Agreement at any time without cause by giving fifteen (15) days written notice to Consultant of such termination and specifying the effective date thereof. In that event, all finished or unfinished documents and other materials shall, at the option of City, become its property. If this Agreement is terminated by City as provided herein, Consultant will be paid the total amount of its costs as of the termination date. In no event shall the amount payable upon termination exceed the total maximum compensation provided for in this Agreement.

6.2 Termination for Cause.

6.2.1 City may, by written notice to Consultant, terminate the whole or any part of this Agreement in any of the following circumstances:
a. If Consultant fails to perform the services required by this Agreement within the time specified herein or any authorized extension thereof; or 5116863.1-L235.0
224
Agreement for Professional Services
Willdan Engineering

b. If Consultant fails to perform the services called for by this Agreement or so fails to make progress as to endanger performance of this Agreement in accordance with its terms, and in either of these circumstances does not correct such failure withing a period of ten (10) days (or such longer period as City may authorize in writing) a'fter receipt of notice from City speci'fying such failure.

6.2.2 In the event City terminates this Agreement in whole or in part as provided above in Subsection 6.2.1, City may procure, upon such terms and in such manner as it may deem appropriate, services similar to those terminated.

6.2.3 If this Agreement is terminated as provided above in Subsection 6.2.1, City may require Consultant to provide all finished or unfinished documents, data, studies, drawings, maps, photographs, reports, films, charts, sketches, computations, surveys, models, or other similar documentation prepared by Consultant. Upon such termination, Consultant shall be paid an amount equal to the value of the work perfortned. In ascertaining the value of the work performed up to the date of termination, consideration shall be given to both completed work and work in progress, to complete and incomplete drawings, and to other documents whether delivered to City or in possession of Consultant, and to authorized reimbursement expenses.

6.2.4 If, after notice of termination of the Agreement under the provisions of Subsection 6.2.1 above, it is determined, for any reason, that Consultant was not in default, or that the default was excusable, then the rights and obligations of the Parties shall be the same as if the notice of termination had been issued pursuant to Subsection 6. 1. above.

6.3 Non-Assignability. Consultant shall not assign or transfer any interest in this Agreement without the express prior written consent of City.

6.4 Non-Discrimination.

6.4.I Consultant shall not discriminate against any employee, subcontractor, or applicant for employment because of to race, creed, gender, gender identity (including gender expression), color, religion, ancestry, sexual orientation, national origin, disability, age, marital status, family/parental status, or veteran/military status, in the performance of its services and duties pursuant to this Agreement and will comply with all applicable laws, ordinances and codes of the Federal, State, and County and the City governments. Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment without regard to their race, color, religion, ancestry, sex, national origin, disability, or age. 5116863 l-L235.0
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Agreement for Professional Services
Willdan Engineering

Consultant will take affirmative action to ensure that all employment practices, including those of any subcontractors retained by Consultant to perform services under this Agreement, are free from such discrimination. Such employment practices include, but are limited to: biring, upgrading, demotion, transfer, recruitment, recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship.

6.4.2 The provisions of Subsection 6.4.2 above shall be included in all solicitations or advertisements placed by or on behalf of Consultant for personnel to perform any services under this Agreement. City shall have access to all documents, data, and records of Consultant and its subcontractors for purposes of determining compliance with the equal employment opportunity and non- discrimination provisions of this Section, and all applicable provisions of Executive Order No. 11246 (relating to federal restrictions against discriminatory practices) is available for review and on file with the City Clerk's Office.

6.5 Insurance. Consultant shall submit to City, certificates indicating compliance with the following minimum insurance requirements no less than one (l) day prior to beginning of performance under this Agreement:

6.5.1 Workers Compensation Insurance as required by law. Consultant shall require all subcontractors similarly to provide such workers' compensation insurance for their respective employees.

6.5.2 Comprehensive general and automobile liability insurance protecting Consultant in amounts not less than $1,000,000 for personal injury to any one person, $1,000,000 for injuries arising out of one occurrence, and $500,000 for property damages or a combined single limit of $1,000,000, with an aggregate of $2,000,000. Each such policy of insurance shall:
a. Be issued by a financially responsible insurance company or companies admitted and authorized to do business in the State of California or which is approved in writing by City.
b. Name and list as additional insured the City, its officers and employees. c. Speci'fy its acts as primary insurance.
d. Contain a clause substantially in the following words: "It is hereby understood and agreed that this policy shall not be canceled except upon thirty (30) days prior written notice to City of such cancellation or material change."
5116863.1-L235.0
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Agreement for Professional Services
Willdan Engineering

e. Cover the operations of Consultant pursuant to the terms of this Agreement.

6.6 Indemnification. Consultant agrees to indemni'fy, defend and hold harmless City and/or any other City agency, including other employees, officers and representatives, for/from any and all claims or actions of any kind asserted against City and/or any other City agency arising out of Consultant's (including Consultant's employees, representatives, products and subcontractors) negligent performance under this Agreement, excepting only such claims or actions which may arise out of the sole or active negligence or willful misconduct of the City and/or any other City agency, or any third parties not acting on behalf of, at the direction of, or under the control of Consultant.

6.7 Compliance with Applicable Law. Consultant and City shall comply with all applicable laws, ordinances, and codes of the Federal, State, County and City governments, without regard to conflict of law principles.

6.8 Independent Contractor. This Agreement is by and between City and Consultant and is not intended, nor shall it be construed, to create the relationship of agency, servant, employee, partnership, joint venture, or association, as between City and Consultant.

6.8.1 Consultant shall be an independent contractor and shall have no power to incur any debt or obligation for or on behalf of City. Neither City nor any of its officers or employees shall have any control over the conduct of Consultant, or any of Consultant's employees, except as herein set forth, and Consultant expressly warrants not to, at any time or in any manner, represent that it, or any of its agents, servants or employees are in any manner employees of City, it being distinctly understood that Consultant is and shall at all times remain to City a wholly independent contractor and Consultant's obligations to City are solely such as are prescribed by this Agreement.

6.8.2 Indemnification of CalPERS Determination - In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or CalPERS to be eligible for enrollment in CalPERS as an employee of City, Consultant shall indemni'fy, defend, and hold harmless City for the payment of any employee and/or employer contributions for CalPERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as, for the payment of any penalties and interest on such contributions which would otherwise be the responsibility of City.

6.8.3 Business License Required. According to Title 2.08.40 of the South Gate Municipal Code, a business license will be required prior to doing business 5116863.1-L235.0
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Agreement for Professional Services
Willdan Engineering

within the City, even if the business is located outside of the City. Verification of a valid South Gate business license will be required prior to start of work and any fees associated with the acquisition or maintenance of such business license shall be the sole responsibility of Consultant.

6.9 Consultant's Personnel.

6.9.1 All services required under the Agreement will be performed by Consultant, or under Consultant's direct supervision, and all personnel shall possess the qualifications, permits and licenses required by State and local law to perform such services, including, without limitation, a City of South Gate business license as required by the South Gate Municipal Code.

6.9.2 Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing services required by this Agreement, and compliance with all reasonable performance standards established by City.

6.9.3 Consultant shall be responsible for payment of all employees' and subcontractors' wages and benefits and shall comply with all requirements pertaining to employer's liability, workers' compensation, unemployment insurance and Social Security.

6.9.4 Consultant shall indemnify and hold harmless City and all other related entities, officers, employees and representatives from any liability, damages, claims, costs, and expenses of any nature arising from alleged violations of persoru'iel practices or of any acts of omissions by Consultant in connection with the work performed arising from this Agreement.

6.10 Copyright. No reports, maps or other documents produced in whole or in part under this Agreement shall be the subject of an application for copyright by or on behalf of Consultant.

6.11 Legal Construction.

6.11.1 This Agreement is made and entered into in the State of California and shall in all respects be interpreted, enforced, and governed under the laws of the State of California without regard to conflict of law principles.

6.11.2 This Agreement shall be construed without regard to the identity of the persons who dra'fted its various provisions. Each and every provision of this Agreement shall be construed as though each of the parties participated equally in the drafting of same, and any rule of construction that a document is to be construed against the drafting party shall not be applicable to this Agreement. 5116863.1-L235.0
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Agreement for Professional Services
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Page7ofl0

6.11.3. The article and section, captions and headings herein have been inserted for convenience only and shall not be considered or referred to in resolving questions of interpretation or construction.

6.11.4. Whenever in this Agreement the context may so require, the masculine gender shall be deemed to refer to and include the feminine and neuter, and the singular shall refer to and include the plural.

6.12 Counterparts. This Agreement may be executed in counterparts and, as so executed, shall constitute an agreement which shall be binding upon all Parties hereto.

6.13 Final Payment Acceptance Constitutes Release. The acceptance by Consultant of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Consultant for anything done, furnished, or relating to Consultant's work or services. Acceptance of payment shall be any negotiation of City's check or the failure to make a written extra compensation claim within ten (10) calendar days of the receipt of that check. However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Consultant, its employees, sub-consultants and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Consultant, its employees, sub- consultants and agents.

6.14 Corrections. In addition to the above indemnification obligations, Consultant shall correct, at its expense, all errors in the work which may be disclosed during City's review of Consultant's report or plans. Should Consultant fail to make such correction in a reasonably, timely manner, such correction shall be made by City, and the cost thereof shall be charged to Consultant.

6.15 Files. All files of Consultant pertaining to City shall be and remain the property of City. Consultant will control the physical location of such files during the term of this Agreement and shall be entitled to retain copies of such files upon termination of this Agreement.

6.16 Waiver; Remedies Cumulative. Failure by a Party to insist upon the performance of any of the provisions of this Agreement by the other party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such Party's right to demand compliance by such other Party in the future. No waiver by a Party of a default or breach of the other party shall be effective or binding upon such a Party unless made in writing by such Party, and no such waiver shall be implied from any omissions by a Party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or breach, or cover any other period of time, other than any default or breach and/or period 5116863.1-L235.0
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Agreement for Professional Services
Willdan Engineering

of time specified. All of the remedies permitted or available to a Party under this Agreement, or at law or in equity, shall be cumulative and alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right of remedy.

6.17 Mitigation of Damages. In all such situations arising out of this Agreement, the Parties shall attempt to avoid and minimize the damages resulting from the conduct of the other Party.

6.18 Severability. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.

6.19 Attorneys' Fees. The Parties hereto acknowledge and agree that each will bear his or its own costs, expenses and attorneys' fees arising out of and/or connected with the negotiation, drafting and execution of the Agreement, and all matters arising out of or connected therewith except that, in the event any action is brought by any Party hereto to enforce this Agreement, the prevailing Party in such action shall be entitled to reasonable attorneys' fees and costs in addition to all other relief to which that Party or those Parties may be entitled.

6.20 Entire Agreement and Amendments. This Agreement constitutes the whole agreement between City and Consultant, and neither party has made any representations to the other except as expressly contained herein. Neither party, in executing or performing this Agreement, is relying upon any statement or information not contained in this Agreement. Any amendments, changes or modifications to this Agreement must be made in writing and appropriately executed by both City and Consultant.

6.21 Notices. Any notice required to be given hereunder shall be deemed to have been given by email transmission with confirmation of delivery and depositing said notice in the United States mail, postage prepaid, and addressed as follows:

TO CITY:

City of South Gate
Rob Houston, City Manager
8650 California, Avenue
South Gate, CA 90280
Email: rhouston@,sogate.org
TEL: (323) 536-9503
WITH COURTESY COPY TO:

City of South Gate
Yodit Glaze, City Clerk
8650 California Avenue
South Gate, CA 90280
Email: yglaze@,sogate.org
TEL: (323)563-9511
10 5116863.1-L235.0
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Agreement for Professional Services
Willdan Engineering

TO CONSULT ANT:

Wi}}dan Engineering
Code Enforcement Consultant, Program Manager
Scott Barber
13191 Crossroads Parkway North, Suite 405
Industry, CA 91746)
Email: sbarber@,willdan.com
TEL: (951) 522-0646

6.22 Warranty of Authorized Signatories. Each of the signatories hereto warrants and represents that he or she is competent and authorized to enter into this Agreement on behalf of the Party for whom he or she purports to sign.

6.23 Consultation with Attorney. Consultant warrants and represents that it has consulted with an attorney or knowingly and voluntarily decided to forgo such a consultation.

6.24 Interpretation Against Drafting Party. City and Consultant agree that they have cooperated in the review and drafting of this agreement. Accordingly, in the event of any ambiguity, neither Party may claim that the interpretation of this Agreement shall be construed against either Party solely because that Party drafted all or a portion of this Agreement, or the clause at issue.

7. EFFECTIVE DATE. The effective date of this Agreement is September 10, 2025, and will remain in effect through and until project completion, unless otherwise terminated in accordance with the terms of this Agreement.
[Remainder of page left blank intentionally.]
5116863.1-L235.0
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Agreement for Professional Services
Willdan Engineering

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed and attested by their respective officers thereunto duly authorized.

CITY OF SOUTH GATE:

By:

Maria Davila, Mayor
Dated:

ATTEST:

By:

Yodit Glaze, City Clerk
(SEAL)

APPROVED AS TO FORI
,,RAY
Raul F. Salinas, City Attorney

WILLDAN ENGINEERING
By:

Scott Barber
Dated:
5116863.1-L235.0
}l 232
Attachment B
Exhibit "A"
Scope of Services
Consultant shall provide comprehensive code enforcement and compLiance support services to the City. The services to be rendered include, but are not Limited to, the following:

1. Customer Relations
o Improvecustomerrelationshipsbyfosteringtransparentcommunication, timely service, and a customer-focused approach to code enforcement interactions.

2. Vendor Enforcement Operations
o EffectiveLymanageandimplementvendorenforcementoperationstoensure compliance with applicable municipal regulations.

3. Division Enhancement
o SupporttheenhancementoftheexistingCodeEnforcementDivisionby assessing current operations, identifying areas Torimprovement, and implementing best practices.

4. Staff Optimization
o OptimizestaffproductivitythroughworkfLowanaLysis,training,resource allocation, and performance monitoringto ensure maximum efficiency and effectiveness.

5. Ordinance Revision
o Review existing municipal ordinances and recommend revisions or updates to reflect current standards, address emerging issues, and improve enforceabiLity.

6. Timely Response to Complaints
o Respond to complaints related to Municipal Code vioLations within twenty- four (24) hours of receipt, ensuring timeLyinvestigation and resoLution. 233

7. Policy and Procedure Improvements
o Evaluate existing poLicies and procedures and implement necessary changes to improve overaLl efficiency, effectiveness, and alignment with best practices.

8. Inspections and Abatement Warrants
o Prepare and conduct inspections and, when necessary, obtain and carry out abatement warrants in accordance with applicable (aws and regulations.

9. Enforcement Actions
o PursueciviHitigationandinitiatecriminaLcourtTiLingswhenvoluntary compliance with code enforcement notices is not obtained, ensuring proper Legal follow-through on unresolved violations.

All services shall be performed in accordance with applicable federal, state, and locaL laws, and in coordination with City staff as directed. 234
Office af the
South Gate City Clerk Item No. 6
SEP - 4 2025
F#LED
3 : st,7;r-s Ciff of South Gate

CITY COUNCIL

AGENDA BULL
For the Regular Meeting of: September 9, 2025
Originating Department: Community Development
City Manager:
ouston
SUBJECT: REQUEST FOR QUALIFICATIONS FOR ON-CALL PLANNING,

LANDSCAPING, ENVIRONMENTAL, AND ECONOMIC DEVELOPMENT

CONSULTING SERVICES
PURPOSE: To solicit proposals from qualified firms to provide on-call consulting services for various planning, landscaping, environmental, and economic development issues, including:
* Planning, zoning, and Iand use services
* Landscape plan review for compliance with the water efficient landscape ordinance * Environmental services in compliance with the California Environmental Quality Act (CEQA) and/or National Environmental Policy Act (NEPA) * Economic development advisory services
On-call consulting services are needed to support the City with future development projects, and economic development efforts including, but not limited to, general plan amendments, code amendments, rezoning, tentative subdivision maps, conditional use permits, design reviews, plan reviews, specific plans, environmental services, and economic development.

RECOMMENDED ACTIONS: The City Council will consider directing staff to release a request for qualifications (RFQ) to solicit proposals to establish a list of consultants who can provide various services for planning, landscaping, environmental, and economic development issues.

FISCAL IMPACT: There is no fiscal impact from the establishment of this list, as this list of consultants does not authorize any scope of work. All work authorized would be project specific and would be the responsibility of the applicant unless a project is City initiated in which case the City would pay costs.

ANALYSIS: The City last updated its list of environmental consultants in June 2022 in which it entered into three contracts for on-call consulting services with De Novo Planning Group, EcoTierra Consulting, and Kimley Horn. Those contracts were in effect until June 28, 2024, and were not formally extended. The City is now seeking to establish a list that not only covers on-call environmental consulting work, but expands to include other disciplines including planning, I
235
economic development, and landscaping on-call consulting. Selected consultants are not required to cover all disciplines but may propose services for one or more based on their areas of expertise. Staff expects the list to be expanded to include several consultants to more easily make a selection based on expertise, pricing, and availability
Background
In previous years, applicants needing environmental services undertook the primary studies with their own consultants and the City would peer review those studies for reasonableness, which is a legally acceptable format. However, to ensure community interests are fully considered and that there is an independence to the analysis undertaken, in 2022, the City decided to prepare all technical studies, initial studies, and other documents through its own qualified consultants. All costs for the technical studies, initial studies, and other documents were fully paid through deposits required of the applicant at the time a development application is submitted.

Request for Qualifications
To assist in developing a pre-screened pool of qualified consultants to be able to respond in a timely manner to development applications, the Community Development Department will release a Request for Qualifications to solicit responses from various consulting firms. Staff will review the responses based on qualifications including clarity of response, relevant experience, and consultant capabilities. After reviewing responses and interviewing qualified consultants, staff will make a recommendation to City Council to be brought back at a future date.

ATT ACHMENT: A. Request for Qualifications
B. Exhibit A: Agreement for Professional Services Template 2 236
Attachment A

REQUEST FOR QUALIFICATIONS

ON-CALL CONSULTING SERVICES
City of
South
(,ateo
City of South Gate
Community Development Department
8650 California Avenue
South Gate, CA 90280
Release Date: September 10, 2025
RFQ Due: October 9, 2025
The City of South Gate ("City") is soliciting qualified firms to submit a proposal for on-call planning, 237
landscaping, and environmental, and economic development consulting review and services for development projects and economic development efforts including, but not limited to, general plan amendments, code amendments, rezoning, tentative subdivision maps, conditional use permits, design reviews, plan reviews, specific plans, environmental services, and economic development. The City anticipates selecting firms to provide consulting services on an on-call basis, and that each firm may subsequently be asked to prepare specific proposals for more than one pro3ect.

Proposals are due by October 9, 2025, at 5:30 P.M. PT: See complete instructions, Instructions to Proposers and Procedures for Submittal.

All questions and inquiries related to this Request for Qualifications ("RFQ") must be directed to John F. Signo, AICP, Planning Manager at [email protected]. 2 238
Introduction
The City of South Gate is requesting qualified firms to submit a proposal for on-call consulting services for future development projects and economic development efforts including, but not limited to, general plan amendments, code amendments, rezoning, tentative subdivision maps, conditional use permits, design reviews, plan reviews, specific plans, environmental services, and economic development. The City anticipates selecting firms to provide consulting services on an on-call basis, and that each firm may subsequently be asked to prepare specific proposals for more than one project. Services needed include:
* Planning, zoning, and land use services
* Landscape plan review for compliance with the water efficient landscape ordinance * Environmental services in compliance with the California Environmental Quality Act (CEQA) * Economic development advisory services
Interested consultants are not required to provide all services but only those that the consultant specializes in and can provide. The City anticipates compiling a list of several consultants in various disciplines to be available on an on-call basis.

Planning Consultants
The City occasionally requires updates to its General Plan, zoning code, specific plans, and other planning documents. The City seeks consultants who can provide these planning services on an as-needed basis.

Consultants may be asked to present workshops and training sessions with the Planning Commission and/or City Council.

Environmental Consultants
The State of California has an environmental statute called California Environmental Quality Act (CEQA).

The National Environmental Policy Act (NEPA) is a United States Environmental law that promotes the enhancement of the environment and established the President's Council on Environmental Quality (CEQ). Both laws require state and local agencies to identify the significant environmental impacts of their actions and avoid or mitigate those impacts, if feasible.

The consultant(s) selected will be responsible for the preparation of Environmental Impact Reports (EIR), Environmental Impact Statements (ELS), Negative Declarations, Mitigated Negative Declarations, technical studies and other California Environmental Quality Act (CEQA) and National Environmental Policy Act (NEPA) documentation for proposed projects. The consultant/s will be willing to work collaboratively with, and manage the work of, other members of the environmental analysis team.

Landscape Consultants
New development and retrofitted landscape water efficiency standards are governed by the Model Water Efficient Landscape Ordinance (MWELO). The MWELO is also referenced by Title 24, Part 11, Chapters 4 and 5 CalGreen Building Code. All local agencies must adopt, implement, and enforce the MWELO or a local Water Efficient Landscape Ordinance (WELO) that is at least as effective as the MWELO. Usually, local agencies that adopt WELOs create a more stringent ordinance than MWELO.

The City of South Gate has a Water Conservation Ordinance adopted in 2009 that promotes water conservation measures but may not fully meet the requirements of MWELO. Thus, the City must rely and implement the State's MWELO.
3 239
The City is seeking guidance from landscape consultants on adopting a local WELO or continuing implementing the standards in the State MWELO. Furthermore, the City is seeking consultants to review plans for MWELO compliance, which includes but is not limited to reviewing landscape and irrigation plans, providing recommendations on improving water efficiency measures, conducting compliance inspections, and finalizing permits.

Economic Development Consultants
The City is seeking a consultant to provide advisory services on economic development. Occasionally, the City requires economic development data for decision-makers and requires a consultant that specializes in economics and market conditions. The City seeks consultants who can provide these services on an as- needed basis. Consultants may be asked to present workshops and training sessions with the Planning Commission and/or City Council.

Project Overview
The purpose of this RFQ is to solicit and select a firm(s) to provide consultant services to assist City staff as it relates to various planning, landscaping, environmental, and economic development issues. Under the direction of the City's Community Development Director, the consultant(s) will provide the range of expertise to carry out the normal functions of the necessary review process and/or program implementation. All services provided by the consultant(s) shall be performed by individuals who meet the qualifications, education, and certification/Iicensing for the position(s). The successful consultant(s) shall also have the resources to provide cost effective and timely services, including providing outstanding customer service to the City and its related clients. 4 240
Proposed Timeline
Activity Date
Initial distribution of RFQ September 10, 2025
Proposal Submittal Deadline October 9 - 5:30 P.M. PT Interview(s), if necessary October 13-21, 2015
Recommendation and Selection of Firm October 28, 2015 Execution of Agreement October 28, 2015
Environmental Consultant's Responsibilities/Scope of Services In accordance with the California Environmental Quality Act (CEQA), the City of South Gate ("City") follows the appropriate guidelines for the environmental review (CEQA, NEPA, etc.) for the review of development projects and other activities to ensure that the environment of the State is protected and enhanced. Pursuant to these procedures, the City anticipates that the preparation of environmental document(s) may be required for potential future projects including but notlimited to the following types:
* Residential developments
* Small and large mixed-use projects
* Industrial developments
* Commercial developments
* Capital projects
Due to the potential for project schedules to overlap, the City may ask several firms to provide consulting services, and the firm(s) may subsequently be asked to provide written proposals for more than one project. The selected consultant(s) may be asked to provide a variety of professional services and prepare environmental documents (such as Environmental Impact Reports, Mitigated Negative Declarations, Negative Declarations, Initial Studies, and/or technical studies) in compliance with the requirements of CEQA and NEPA. Typical environmental impacts which will need to be assessed include but are not limited to:
* Aesthetics
Agricultural Resources
Air Quality
Biological Resources
Cultural Resources
Climate Change/Global Warming Geology and Soils
Geology/Soils
Hazards and Hazardous Materials
Hydrology and Water Quality
Mineral Resources
Noise
Population and Housing
Public Service
Recreation
Tribal Cultural Resources
Transportation/Traffic
5 241
Utilities and Service Systems
Qualified firms may submit proposal for either individual services, or all services listed below and in this RFQ.
a. Task 1: Environmental Impact Report (EIR)
b. Task 2: Negative Dedaration
c. Task 3; Mitigated Negative Dedaration
d. Task 4: Technical Studies
e. Task 5: NEPA Compliance
At the start of the project, the Consultant will meet with City Staff and selected individuals to discuss the approach and expectations. The consultant/s will meet on a regular basis with the Community Development Director, Community Development and other City staff to review the progress of any work product and to discuss any changes in director or needed details. The selected firm(s) must be prepared to effectively address the following: ASSiSt City staffin managing the environmental processing for private development projects and City initiated projects, including preparation of environmental documents, attendance at public meetings, regularinterface with City staff and other City consultants, and attendance at regularly scheduled coordination meetings as necessary when work is in progress.

Communicate, cooperate and team with specialized environmental consultants and City staff and other City consultants as necessary.

Demonstrate the depth and breadth of the firm to provide a full range of environmental consulting services capable of meeting the needs of any given private development or City initiated project.

Provide strong emphasis on the management of multiple projects and competing priorities while maintaining quality, meeting schedules and staying within budget.

Subconsultants may be utilized for various technical reports. The City reserves the right to require the use of approved subconsultants, particularly with respect to traffic reports, and not permit the use of subconsultants that have not been approved.

Consultant's Responsibilities for Planning, Landscaping, and Economic Development Services Consultants interested in providing services for planning, landscaping, or economic development issues must demonstrate the ability to communicate, cooperate, and interact with other consultants and City staff; demonstrate the depth and breadth of the firm to provide a full range of consulting services capable of meeting the needs of the City, provide strong emphasis on the management of multiple projects and competing priorities while maintaining quality, meeting schedules and staying within budget; and the ability to coordinate and manage subconsultants for various technical reports and supplemental tasks.

The City reserves the right to require the use of approved subconsultants and not permit the use of subconsultants that have not been approved.
6 242

INSTRUCTIONS TO PROPOSERS AND PROCEDURES FOR SUBMITT AL It is the responsibility of the Proposer to ensure timely delivery is made to the City of South Gate.

1. Proposals shall be submitted by October 9, 2025, at 5:30 P.M. PT to the City Clerk"s Office.

Submissions after this deadline will not be accepted.

2. Each Proposer must submit one (1) unbound and reproducible copy; three (3) bound signed copies and one (1) electronic version (USB flash drive) of its proposal to the City of South Gate.

Submit proposalsto:

City of South Gate
City Clerk's Office
Attn: John F. Signo, AICP, Planning Manager
8650 California Avenue
South Gate, CA 90280

3. All Proposals shall be submitted on standard 8-1/2" x 11" paper. All pages should be numbered and identified sequentially by section. Proposals must be tabbed and indexed in accordance with the information requested in Section Ill Although not as a substitute for a complete written response, additional material, such as technical documents may be referenced in any response and included as exhibits.

4. The Proposer's Proposal must not be marked as confidential or proprietary. The City may refuse to consider a Proposal so marked. Information in Proposals shall become public property and subject to disclosure laws. All Proposals shall become the property of the City. The City reserves the right to make use of any information or ideas in the Proposals.

5. BysubmittingaProposal,theProposerrepresentsthatithasthoroughlyexaminedandbecome familiar with the work required under this RFQ and that it is capable of providing and performing quality work to achieve the City's objectives.

6. Proposals must be valid for a period of 120 calendar days from the Closing Date and Time for Receipt of Proposals.

7. Pre-contractual expenses are defined as expenses incurred by the Proposer in: preparing its Proposal in response to this RFQ; submitting that Proposal to the City; negotiating with the City any matter related to the Proposer's Proposal; and any other expenses incurred by the Proposer prior to the date of award and execution, if any, of the Agreement. The City shall not, in any event, be liable for any pre-contractual expenses incurred by Proposers in the preparation of their Proposal.

8. Each Proposer must submit its Proposal in strict accordance with all requirements of this RFQ.

Deviations, clarifications, and/or exceptions must be clearly identified and listed separately as alternative items for the City's consideration.

9. After the Closing Date and Time for Receipt of Proposals, evaluation and proposal clarification 7 243
will commence, all of which will be conducted by City staff. City staff will make subsequent recommendations of approval to the City Council.

10. Proposers judged most responsive to the City's requirements may be asked to give a presentation of their Proposal to the City staff. Selected Proposers should be prepared to make their presentation within five (5) calendar days after notification and be prepared to discuss all aspects of their Proposal in detail, including technical questions regarding the Proposal. No Proposer shall be allowed to alter or amend its Proposal through the use ofthe presentation process.

11. In the event the City deems it necessary to clarify or make any changes to this RFQ, these changes shall be made in the form of a written addendum authorized and issued only by the City Staff or authorized designee.

12. The City reserves the right to negotiate modifications with any Proposer as necessary to serve the best interest of the City. Any Proposal may be rejected if it is conditional, incomplete or deviates from specifications in this request. The City reserves the right to waive, at its discretion, any procedural irregularity, immaterial defects or other improprieties, which the City deems reasonably correctable or otherwise not warranting rejection of the Proposal. Any waiver will not excuse a proponent from full compliance.

13. ProposersshallutilizeSectionllltodescribetheirapproachtotheScopeofWorkandtoindicate costs.

14. The City reserves the right to:
a. reject any or all price quotes, waive technicalities or formalities, and accept any price quote deemed in the best interest of the City; b. negotiate the final Agreement with any Proposer(s) as necessary to serve the best interest of the City;
c. withdraw this RFQ at any time without prior notice and, furthermore, makes no representations that any contract will be awarded to any Proposer responding to this RFQ; or,
d. award its total requirements to one Proposer or to apportion those requirements among two or more Proposers as the City may deem to be in its bestinterest.

15. In addition, negotiations may or may not be conducted with Proposers; therefore, the Proposal submitted should contain the Proposer's most favorable terms and conditions, since the selection and award may be made without discussion with any Proposer.

16. Where two or more Proposers desire to submit a single proposal in response to this RFQ, they should do so on a prime/sub-contractor basis rather than as a joint venture. The City intends to contract with a single firm and not with multiple firms doing business as a jointventure. 8 )O 244
a. Firms intending to pursue this proposal in a "prime/sub-contractor" basis must identify any portion of the scope of work that will be subcontracted. Include the subcontractor's qualifications and key personnel, telephone number and contact person. The City reserves the right to approve or reject all consultants or internal staff performing consulting services proposed by the consultant during or after the consultant review and selection process.

PROPOSAL RESPONSE REQUIREMENTS AND EVALUATION PROCESS Response Items
Responses must provide the required information in the following order for each underscored item.

Proposers shall respond by repeating the section and sub-sections number(s) and statement/question and by providing the appropriate response hereunder.

1. Cover Letter
The cover letter shall identify the Proposer and state other general information which the Proposer desires to include regarding the Proposer's business organization. Please include the point of contact and contact information (including email address and phone number) on the cover letter. The cover letter shall not exceed one (1) page.

2. Work Plan
Each Proposer shall submit the following information:
a. Methodology: Provide the Methodology/Approach proposed for the work as defined in the Scope of Work.
b. Project Schedule: Propose a timeline for completion for the work including start date, milestones, and target date of completion. Any assumptions regarding turnaround time for staff review and City Council should be clearly noted. c. Qualifications and Prior Experience: The capabilities of the consultant's organization should be discussed. Minimum requirements for submittal of a proposal in response to this RFQ include the following:

Demonstrated experience, competence, and qualifications of the consultant and the participating staff successfully providing similar services to municipalities; and, Ability to perform the work in a timely manner, availability of staff and contingency plans.
d. Personnel:thissectionmustdelineatetheexperienceandprofessionofappropriatelicenses and certifications of personnel.
9 245
e. Conflict of Interest: provide a brief summary on potential conflict of interest issues which are to be addressed by consultant.
f. Reference: list at least three municipal clients for whom comparable services have been performed within the last five years. Include the name, job title, email address and telephone number of each client's principal representative. This section shall not exceed seven (7) pages.

3. Fees
The Proposer shall provide a bid for all professional services and ongoing services and support being proposed which identifies:
a) An itemized cost breakdown, including hourly rates and number of hours for each major component of service, with a cross-reference to each component of service. b) A total proposed "Not to Exceed" cost for the performance of all services. c) A proposed payment schedule for all services to be performed and products to be delivered.

4. Resources to be provided by the City
The Proposer must list any resources, City assistance, or other items expected to be provided by the City. This section shall not exceed one (1) page.

Insurance Requirements
The selected consultant must provide and maintain at its own expense, procure and maintain during the term of the contract Workers' Compensations and Commercial General Liability as follows:
a) Workers' Compensation Insurance as required by law. The Consultant shall require all subcontractors similarly to provide such compensation insurance for their respective employees.
b) Commercial general and automotive liability insurance protecting the Consultant in amounts not less than !>1,000,000 for personal injury to any one person, 51,000,000 for injuries arising out of one occurrence, and S500,000 for property damages or a combined single limit of 51,000,000.

Each such policy of insurance shall:
a) Beissuedbyafinanciallyresponsibleinsurancecompanyorcompaniesadmitted and authorized to do business in the State of California or which is approved in writing by the City.
b) Name and list as additional insured the City, its officers and employees. c) Specify that such insurance acts as primary insurance. d) Contain a clause substantially in the following words: "It is hereby understood and agreed that this policy shall not be canceled nor materially changed except upon thirty (30) days prior written notice to the City of South Gate such 10 246
cancellation or material change."
e) Cover the operations of the Consultant pursuant to the terms of any contract, including the Consultant's indemnity obligations thereunder.

Upon the request of the City, the Consultant shall provide evidence of the insurance coverage required herein. Insurance shall be in force on or before commencement of performance of this Agreement. Upon the request of the City, current certification of insurance shall be kept on file with the City at all times during the term of this Agreement. Failure on the part of the Consultant to procure or maintain required insurance shall constitute a material breach of contract under which the City may terminate this Agreement.

Evaluation Process
Each consultant responding to the RFQ will be evaluated by City staff on each element of the work plan and general information described above in the following order:
a) Review of experience, qualifications and references of the consultant to determine their ability to provide the requested services;
b) Review of the methodology/approach proposed by the consultant; c) Review of proposed project timeline; and,
d) Reviewoftheestimatedfeesandcosts.

Selection/Award Procedures
A Professional Services Agreement will be provided for execution. It may be modified to incorporate other pertinent Articles/Terms and Conditions set forth in this RFQ, including those added by addendum, and to reflect the Proposer's offer or the outcome of contract negotiations, if any, conducted with the Proposer's. A sample of the City's Professional Services Agreement is included with this RFQ, as Exhibit A. 11 t3 247
Attachment B

EXHIBIT A
AGREEMENT FORPROFESSIONAL SERVICES pou§§§l
8888 S?:RVICES BETWEEN THE CITY OF SOUTH GATE AND This Agreement for Professional Services for Services ("Agreement") is made and entered into oni b'i and between the City of South Gate, a municipal corporation ("City"), anrl Inc., a California corporation ("Consultant"). City and Consultant are sometimes hereinafter individually referred to as a "Party" and collectively as "Parties."

RECIT ALS
WHEREAS, City desires to retain a qualified provider for certain services relating to (TYPE OF SERVICE);
WHEREAS, Consultant warrants to City that it has the requisite skills, knowledge, qualifications, manpower and expertise to perform properly and timely the Professional Services under this Agreement; and
WHEREAS, based on such representation, City desires to contract with Consultant to perfonn the services as described in the Scope of Services attached hereto as Exhibit "A" of this Agreement.

NOW, THEREFORE, the Pmties hereby agree as follows:

1. SCOPE OF SERVICES. City hereby engages Consultant, and Consultant accepts such engagement, to perfon'n the services set forth in the Scope of Services as described in Exhibit "A" attached hereto and made part of this Agreement. The Scope of Services may be mutually amended from time to time by both Parties in writing.

2. COMPENSATION FOR SERVICES. The total mnount of on for this Agreement shall not exceed the sum of for example - One Thousand Two Hundred Twenty-Five Dollars - then put amount in parenthesis for example § as described in Consultant's proposal attached hereto as Exhibit "A." City shall pay Consultant for its professional services rendered and costs incurred pursuant to this Agreement. No additional compensation shall be ad for other incurred, unless fuast approved in writing by or
his/her designee.

2.1 Consultant shall be required to attend meetings at City Hall as necessary in the delivery of the projects. Travel time between Consultant's office and City Hall shall not be billable. Consultant may request an exemption on a case-by-case basis, which shall be subject to City approval.
5116863.1-L235.0 (Forin Rev. 9/8/21)
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Agreement for Professional Services
Page2ofl0

2.2 Consultant shall be paid in accordance with the schedule included in Consultant's proposal attached hereto as Exhibit "A." City shall pay Consultant within thirty (30) days of receipt of the invoice.

2.3 No payment made hereunder by City to Consultant, other than the final payment, shall be construed as an acceptance by City of any work or materials, nor as evidence of satisfactory performance by Consultant of its obligations under this Agreement.

3. completion, unless otherwise expressly extended and agreed to by both Parties in writing, or terminated by either Party as provided herein.

4. CITY AGENT. The ("l)irector"), or
his/her designee, for the purposes of this Agreement, is the agent for City. Whenever approval or authorization is required, Consultant understands that the Director, or his/her designee, has the authority to provide that approval or authorization.

5. CONFLICT OF INTEREST. Consultant represents that it presently has no interest and shall not acquire any interest, direct or indirect, in any real property located in the City which may be affected by the services to be performed by Consultant under this Agreement.

Consultant further represents that in perfornnance of this Agreement, no person having any such interest shall be employed by it. Within ten (10) days, Consultant agrees that it will immediately notify City of any other conflict of interest that may exist or develop during the term of this Agreement.

5.I Consultant represents that no City employee or official has a material financial interest in Consultant's business. During the term of this Agreement and/or as a result of being awarded this contract, Consultant shall not offer, encourage or accept any financial interest in Consultant's business or in this Agreement by any City employee or official.

6. GENERAL TERMS AND CONDITIONS.

6.1 Termination for Convenience. City may terminate this Agreement at any time without cause by giving fifteen (15) days written notice to Consultant of such termination and specifying the effective date thereof. In that event, all finished or unfinished documents and other materials shall, at the option of City, become its property. If this Agreement is terminated by City as provided herein, Consultant will be paid the total amount of its costs as of the termination date. In no event shall the amount payable upon termination exceed the total maximum compensation provided for in this Agreement.

6.2 Termination for Cause.
5116863.1-L235.0
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Agreement for Professional Services

6.2.1 City may, by written notice to Consultant, terminate the whole or any part of this Agreement in any of the following circumstances:
a. If Consultant fails to perform the services required by this Agreement within the time specified herein or any authorized extension thereof, or b. If Consultant fails to perform the services called for by this Agreement or so fails to make progress as to endanger performance of this Agreement in accordance with its terms, and in either of these circumstances does not correct such failure withing a period of ten (10) days (or such longer period as City may authorize in writing) after receipt of notice from City specifying such failure.

6.2.2 In the event City terminates this Agreement in whole or in part as provided above in Subsection 6.2.1, City may procure, upon such terms and in such manner as it may deem appropriate, services similar to those ten'ninated.

6.2.3 If this Agreement is terminated as provided above in Subsection 6.2.1, City may require Consultant to provide all finished or unfinished documents, data, studies, drawings, maps, photographs, reports, films, charts, sketches, computations, surveys, models, or other similar documentation prepared by Consultant. Upon such termination, Consultant shall be paid an amount equal to the value of the work performed. In ascertaining the value of the work performed up to the date of termination, consideration shall be given to both completed work and work in progress, to complete and incomplete drawings, and to other documents whether delivered to City or in possession of Consultant, and to authorized reimbursement expenses.

6.2.4 If, after notice of termination of the Agreement under the provisions of Subsection 6.2.1 above, it is determined, for any reason, that Consultant was not in default, or that the default was excusable, then the rights and obligations of the Parties shall be the same as if the notice of termination had been issued pursuant to Subsection 6.1. above.

6.3 Non-Assignability. Consultant shall not assign or transfer any interest in this Agreement without the express prior written consent of City.

6.4 Non-Discrimination.

6.4.1 Consultant shall not discriminate against any employee, subcontractor, or applicant for employment because of to race, creed, gender, gender identity (including gender expression), color, religion, ancestry, sexual orientation, national origin, disability, age, marital status, family/parental status, or veteran/military status, in the performance of its services and duties pursuant to this Agreement and will comply with all applicable laws, ordinances and codes 5116863.1-L235.0
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of the Federal, State, and County and the City governi'nents. Consultant will take affin'native action to ensure that subcontractors and applicants are employed, and that employees are treated during employment without regard to their race, color, religion, ancestry, sex, national origin, disability, or age.

Consultant will take affirmative action to ensure that all employment practices, including those of any subcontractors retained by Consultant to perforin services under this Agreement, are free from such discrimination. Such employment practices include, but are limited to: hiring, upgrading, demotion, transfer, recruitment, recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship.

6.4.2 The provisions of Subsection 6.4.2 above shall be included in all solicitations or advertisements placed by or on behalf of Consultant for personnel to perform any services under this Agreement. City shall have access to all documents, data, and records of Consultant and its subcontractors for purposes of detennining compliance with the equal employment opportunity and non- discrimination provisions of this Section, and all applicable provisions of Executive Order No. 11246 (relating to federal restrictions against discriminatory practices) is available for review and on file with the City Clerk's Office.

6.5 Insurance. Consultant shall submit to City, certificates indicating compliance with the following minimum insurance requirements no less than one (1) day prior to beginning of performance under this Agreement:

6.5.1 Workers Compensation Insurance as required by law. Consultant shall require all subcontractors similarly to provide such workers' compensation insurance for their respective employees.

6.5.2 Comprehensive general and automobile liability insurance protecting Consultant in amounts not less than $1,000,000 for personal injury to any one person, $1,000,000 for injuries arising out of one occurrence, and $500,000 for property damages or a combined single limit of $1,000,000, with an aggregate of $2,000,000. Each such policy of insurance shall:
a. Be issued by a financially responsible insurance company or companies admitted and authorized to do business in the State of California or which is approved in writing by City.
b, Name and list as additional insured the City, its officers and employees. c. Specify its acts as primary insurance.
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d. Contain a clause substantially in the following words: "It is hereby understood and agreed that this policy shall not be canceled except upon thirty (30) days prior written notice to City of such cancellation or material change."
e. Cover the operations of Consultant pursuant to the terms of this Agreement.

6.6 Indemnification. Consultant agrees to indemnify, defend and hold harinless City and/or any other City agency, including other employees, officers and representatives, for/from any and all claims or actions of any kind asserted against City and/or any other City agency arising out of Consultant's (including Consultant's employees, representatives, products and subcontractors) negligent performance under this Agreement, excepting only such claims or actions which may arise out of sole or active negligence of City and/or any other City agency, or any third parties not acting on behalf of, at the direction of, or under the control of Consultant.

6.7 Compliance with Applicable Law. Consultant and City shall comply with all applicable laws, ordinances, and codes of the Federal, State, County and City governments, without regard to conflict of law principles.

6.8 Independent Contractor. This Agreement is by and between City and Consultant and is not intended, nor shall it be construed, to create the relationship of agency, servant, employee, partnership, joint venture, or association, as between City and Consultant.

6.8.1 Consultant shall be an independent contractor and shall have no power to incur any debt or obligation for or on behalf of City. Neither City nor any of its officers or employees shall have any control over the conduct of Consultant, or any of Consultant's employees, except as herein set forth, and Consultant expressly warrants not to, at any time or in any manner, represent that it, or any of its agents, servants or employees are in any manner employees of City, it being distinctly understood that Consultant is and shall at all times remain to City a wholly independent contractor and Consultant's obligations to City are solely such as are prescribed by this Agreement.

6.8.2 Indemnification of CalPERS Determination - In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or CalPERS to be eligible for enrollment in CalPERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for CalPERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as, for the payment of any penalties and interest on such contributions which would otherwise be the responsibility of City.
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