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Home My WebLink AboutAgenda Packet_03222021•F •SE At '•. A G E N D A � iss MEETING OF THE CITY COUNCIL Monday, March 22, 2021 - 7:00 PM ALL COUNCIL MEMBERS AND STAFF WILL PARTICIPATE VIA TELECONFERENCE JOE KALMICK MAYOR First District MIKE VARIPAPA MAYOR PRO TEM Third District SCHELLY SUSTARSIC COUNCIL MEMBER Fourth District THOMAS MOORE COUNCIL MEMBER Second District SANDRA MASSA-LAVITT COUNCIL MEMBER Fifth District This Agenda contains a brief general description of each item to be considered. No action or discussion shall be taken on any item not appearing on the agenda, except as otherwise provided by law. Supporting documents, including agenda staff reports, and any public writings distributed by the City to at least a majority of the Council Members regarding any item on this agenda are available on the City's website at www.sealbeachca.gov. City Council meetings are broadcast live on Seal Beach TV3 and on the City's website www. seal beachca.gov). Check the SBTV3 schedule for rebroadcast of — meetings are available on - demand on the website (starting 2012).meeting In compliance with the Americans with Disabilities Act of 1990, if you require disability - related modification or accommodation to attend or participate in this meeting, including auxiliary aids or services, please call the City Clerk' s office at (562) 431 -2527 at least 48 hours prior to the meeting. NOTICE REGARDING PUBLIC OBSERVATION AND PARTICIPATION IN THE CITY COUNCIL MEETING To comply with Governor Newsom's Executive Order N-29-20 and the Amended Order and Guidance of the Orange County Health Officer issued March 18, 2020 the City of Seal Beach hereby gives notice of the "means by which members of the public may observe the meeting and offer public comment" for the City Council meeting on March 22, 2021. Due to the need for social distancing and the prohibition on public gatherings set forth in the County Health Officer's Order, all participation in the above - referenced Meeting will be by teleconference for the Members of the City Council and staff. Because of the unique nature of the emergency there will NOT be a physical meeting location and all public participation will be electronic. PUBLIC COMMENT: Members of the public may submit comments on any item on this City Council meeting agenda via email to the City Clerk at gharper@sealbeachca.gov or via the comment icon through the online portal at https://www.seaIbeachca.gov/Government/Agendas-Notices-Meeting-Videos/Council- Commission-Meetings . All email comments the City Clerk receives before the start of the meeting will be posted on the City website and distributed to City Council. Email comments received after that time will be posted on the City's website and forwarded to the City Council after the meeting. THIS NOTICE AND ELECTRONIC PARTICIPATION PROVISIONS SET FORTH IN THIS NOTICE ARE PROVIDED PURSUANT TO SECTION 3 OF EXECUTIVE ORDER N-29-20. CALL TO ORDER COUNCIL ROLL CALL APPROVAL OF AGENDA & WAIVER OF FULL READING OF RESOLUTIONS ORDINANCES By motion of the City Council this is the time to notify the public of any changes to the agenda and /or rearrange the order of the agenda. PRESENTATIONS / RECOGNITIONS Seal Beach COVID-19 Local Emergency Review Sexual Assault Awareness Month Proclamation — April 2021 DMV/Donate Life Month Proclamation — April 2021 PUBLIC COMMUNICATIONS (VIA EMAIL ONLY At this time members of the public may address the Council regarding the items on this City Council agenda. Pursuant to the Brown Act, the Council cannot discuss or take action on any items not on the agenda unless authorized by law. Those members of the public wishing to provide comment are asked to send comments via email to the City Clerk at gharper@sealbeachca.gov or via the comment icon on the City website at https://www.sealbeachca.gov/Government/Agendas-Notices-Meeting- Videos/Council-Commission-Meetings before 6 pm on March 22, 2021. Comments provided via email will be posted on the City website for review by the public. Any documents for review should be sent to the City Clerk prior to the meeting for distribution. CITY ATTORNEY REPORT Craig A. Steele, City Attorney CITY MANAGER REPORT Jill R. Ingram, City Manager COUNCIL COMMENTS General Council Member comments and reporting pursuant to AB 1234. COUNCIL ITEMS CONSENT CALENDAR Items on the consent calendar are considered to be routine and are enacted by a single motion with the exception of items removed by Council Members. A. Approval of the March 8, 2021 City Council Minutes - That the City Council approve the minutes of the Joint Special meeting of the City Council and Planning Commission and the Regular City Council meeting held on March 8, 2021. B. Demands on City Treasury (Fiscal Year 2021) — March 22, 2021 - Ratification. C. Monthly Investment Report — February 28, 2021 - Receive and file. D. West Orange County Water Board Fiscal Year 2021-2022 Operating Budget - That the City Council adopt Resolution 7120 approving the Fiscal Year 2021-2022 budget of the West Orange County Water Board (WOCWB). E. Notice of Completion for Fire Hydrant Relocation at Seal Beach Boulevard and Pacific Coast Highway, CIP WT2108 - That the City Council adopt Resolution 7121: 1. Accepting the Fire Hydrant Relocation at Seal Beach Boulevard and Pacific Coast Highway, CIP WT2108, by Cedro Construction, Inc. of $44,756; and, 2. Directing the City Clerk to file a "Notice of Completion" with the Orange County Clerk -Recorder within fifteen (15) days from the date of acceptance and to release retention 35 days after recordation of the Notice of Completion contingent upon no claims being filed on the Project. F. Approving and Authorizing the City Manager to Execute a Master Service Agreement with InfoSend, Inc. for Print and Mail Services - That the City Council adopt Resolution 7122: 1. Approving a master services agreement with InfoSend, Inc. to provide print and mail services for a three-year term; and, 2. Authorizing the City Manager to execute the Agreement; and, 3. Authorizing the City Manager the discretion to extend the Agreement up to two additional years. G. Approving and Authorizing the City Manager to Execute a Professional Services Agreement with Fieldman, Rolapp & Associates, Inc. for Financial Advisory Services - That the City Council adopt Resolution 7123: 1. Approving a professional services agreement with Fieldman, Rolapp & Associates, Inc. to provide financial advisory services for a five-year term; and, 2. Authorizing the City Manager to execute the Agreement. H. Approving and Authorizing the City Manager to Execute Amendment No. 2 to the Consultant Services Agreement with MuniServices, LLC to Provide Business License Discovery and Recovery Audit Services - That the City Council adopt Resolution 7124 to: 1. Approve Amendment No. 2 to the Consultant Services Agreement with MuniServices, LLC to provide business license discovery and recovery audit services; and, 2. Authorizing the City Manager to execute the Agreement and associated budget adjustments. I. Approving and Authorizing Amendment No. 2 to Professional Services Agreement with Pacific Advanced Civil Engineering, Inc. and Authorizing the City Manager to approve Optional Task and to further amend the Agreement for said additional services for Lampson Well Treatment Analysis, CIP WT1902 - That the City Council adopt Resolution 7125: 1. Approving Amendment No. 2 to the Professional Services Agreement with Pacific Advanced Civil Engineering, Inc. for additional engineering services in the amount of $379,105, and a revised not -to -exceed total amount of $441,605 for Lampson Well Treatment Analysis (WT1902), and extending the term to and including December 31, 2025; and, 2. Authorizing the City Manager to execute Amendment No. 2; and, 3. Approving Budget Amendment BA 21-09-04 in the amount of $300,000 for the Lampson Well Treatment Analysis, WT1902. J. Approving and Authorizing Amendment No. 2 to the Professional Services Agreement with Raftelis Financial Consultants, Inc. for the Water and Sewer Utility Rate Study - That the City Council adopt Resolution 7126: 1. Approving Amendment No. 2 to the Professional Services Agreement dated November 12, 2019 between the City of Seal Beach and Raftelis Financial Consultants, Inc. to increase consultant's compensation by $5,268 for a revised total agreement amount not -to -exceed $127,972 for the preparation of the Water Rate Study and Sewer Utility Rate Study; and, 2. Authorizing the City Manager to execute Amendment No. 2. K. Seal Beach Police Department Purchase of Vigilant Solutions Fixed Automated License Plate Readers, Installed by Metro RF within the City of Seal Beach - That the City Council adopt Resolution 7127: 1. Approving an agreement between the City of Seal Beach, Vigilant Solutions and Metro RF to purchase and install fixed automated license plate readers within the City of Seal Beach; and, 2. Authorizing the City Manager to execute the agreement and any necessary documents, amendments, and extensions on behalf of the City of Seal Beach. L. Award to and Authorize Execution of a Public Works Agreement with Onyx Paving Company, Inc. for FY2020-2021 Annual Local Paving Program, CIP ST2102 - That the City Council adopt Resolution 7128: 1. Approving plans, specifications, and contract documents for the FY2020-2021 Annual Local Paving Program, CIP ST2102; and, 2. Approving and awarding a public works agreement to Onyx Paving Company, Inc., in the amount of $255,000, and waive minor bid irregularities and reject all other bids; and, 3. Authorizing the City Manager to execute the public works agreement for the FY2020-2021 Annual Local Paving Program to Onyx Paving Company, Inc.; and, 4. Authorizing the City Manager to approve additional work requests up to $25,500 and inspection services up to $12,500 in connection with the Project, in the cumulative not -to - exceed amount of $38,000. M. Approving and Authorizing a Memorandum of Agreement with the Orange County Auto Theft Task Force - That the City Council adopt Resolution 7129: 1. Approving the Memorandum of Agreement with the Orange County Auto Theft Task Force assigning a Seal Beach Police Officer to the task force; and, 2. Authorizing the City Manager to execute the Agreement. ITEMS REMOVED FROM THE CONSENT CALENDAR PUBLIC HEARING — None UNFINISHED / CONTINUED BUSINESS — None NEW BUSINESS N. Formation of Ad -Hoc Committee for Review of Housing Element Sites Inventory - That the City Council establish an Ad -Hoc Committee consisting of two City Council members and two Planning Commissioners for the purpose of reviewing the sites inventory list being prepared for the City's 2021-2029 Housing Element Update. ADJOURNMENT Adjourn the City Council in memory of former Mayor and Council Member Ronald "Chi" Kredell to Monday, April 12, 2021 at 5:30 p.m. to meet in closed session, if deemed necessary. Cty of al $each STate of C a lifo r nia SEXUAL ASSAULT AWARENESS MONTH APRIL 2021 Whereas, Sexual Assault Awareness Month (SAAM) calls attention to the fact that sexual violence is widespread and impacts millions of adults, teenagers, and children; and, Whereas, the goal of Sexual Assault Awareness Month is to raise public awareness about sexual violence and educate communities on how to prevent it; and, Whereas, rape, sexual assault, and sexual harassment harm our community, and statistics show that one out of every six American women have been victims of attempted or completed rape, and one out of every ten men; and, Whereas, child sexual abuse prevention must be a priority to confront the reality that what is reported is that one in nine girls and one in 53 boys under the age of 18 experience sexual abuse or assault at the hands of an adult; and, Whereas, sexual assault affects individuals across all ages, abilities, sexual orientations, gender identities, and of all racial, social, religious, ethnic, and economic backgrounds; and, Whereas, the National Sexual Violence Resource Center is promoting thirty days of SAAM with this year's theme "We can build safe online spaces"; an Instagram challenge to encourage community participation and awareness; and, Whereas, on National Day of Action, on April 6, 2021, residents are encouraged to wear teal the color for SRAM, and to wear denim on April 28, 2021, for Denim day. NOW, THEREFORE, BE IT PROCLAIMED, by the Seal Beach City Council that the City of Seal Beach recognizes April 2021 as Sexual Assault Awareness Month and hopes that each day of the month and year is an opportunity to create change for the future. In Witness whereof, I hereby affix my signature and the seal of the City of Seal Beach this Twenty- second day of March in the year Two Thousand and Twenty One. Joe Kalmick, Mayor Mayor Pro Tem: Mike Varipapa City Council Members: Thomas Moore Schelly Sustarsic Sandra Massa-Lavitt C11-9 of al $each STate of C a fif o r mia "DMV/DONATE LIFE MONTH" APRIL 2021 Whereas, organ, eye, tissue, marrow and blood donation are life-giving acts recognized worldwide as expressions of compassion to those in need; and, Whereas, more than 108,000 individuals nationwide and more than 21,000 in California are currently on the national organ transplant waiting list, and on average, 17 people die each day while waiting; and, Whereas, the need for donated organs is especially urgent in Hispanic, Latino, and African American communities; and, Whereas, a single individual's donation of the heart, lungs, liver, kidneys, pancreas and small intestine can save up to eight lives; and, Whereas donation of tissue can save and heal the lives of more than 75 others; and, Whereas, deceased organ donors saved more than 33,000 lives last year, the most ever; and, Whereas, any person can register to be an organ, eye and tissue donor regardless of age or medical conditions; and, Whereas, over seventeen million Californians have signed up with the state -authorized Donate Life California Donor Registry to ensure their wishes to be organ, eye and tissue donors are honored; and, Whereas, California residents can sign up to be an organ, eye and tissue donor when applying for or renewing their driver's licenses or ID cards at the California Department of Motor Vehicles; and, Whereas, California residents can sign up with the Donate Life California Donor Registry online at any time by visiting www.donateLIFEcalifornia.org or, for Spanish -speakers, www.doneVQAcaiifornia.oM,- and, Whereas, California residents interested in saving a life through living kidney donation may visit www.LivingDonationCalifornia.org; and, Now, therefore, Be it Resolved, that in recognition of National Donate Life Month, the month of April 2021 is hereby proclaimed "DMV/Donate Life Month" in the City of Seal Beach, and in doing so we encourage all Californians to check "YES!" online, or when applying for or renewing their driver's license or I.D. card at the DMV. In Witness whereof, I hereby affix my signature and the seal second day of March in the year Two Thousand and Twenty On of the City of Seal Beat this �Tw nty- ie Kalmick, Mayor m: Mike Varippapa Council Members - Thomas Moore Schelly Sustarsic ndra Massa-Lavitt i�0� SEA('ec�9ti f� G� nyy AGENDA STAFF REPORT �1'',,C'QCIFORN�P'r DATE: March 22, 2021 TO: Honorable Mayor and City Council THRU: Jill R. Ingram, City Manager FROM: Gloria D. Harper, City Clerk SUBJECT: Approval of the March 8, 2021 City Council Minutes SUMMARY OF REQUEST: That the City Council approve the minutes of the Joint Special meeting of the City Council and Planning Commission and the Regular City Council meeting held on March 8, 2021. BACKGROUND AND ANALYSIS: This section does not apply. ENVIRONMENTAL IMPACT: There is no environmental impact related to this item. LEGAL ANALYSIS: No legal analysis is required for this item. FINANCIAL IMPACT: There is no financial impact for this item. STRATEGIC PLAN: This item is not applicable to the Strategic Plan. MEASURE BB: This item is not applicable to Measure BB, the Seal Beach Neighborhood and Essential Services Protection Measure. Agenda Item A RECOMMENDATION: That the City Council approve the minutes of the Joint Special meeting of the City Council and Planning Commission and the Regular City Council meeting held on March 8, 2021. SUBMITTED BY: Gloria D. Harper Gloria D. Harper, City Clerk Prepared by: Dana Engstrom, Deputy City Clerk ATTACHMENTS: NOTED AND APPROVED: Jill R. Ingram Jill R. Ingram, City Manager A. Minutes - Joint Special meeting of the City Council and Planning Commission B. Minutes - Regular Session Page 2 Seal Beach, California March 8, 2021 The City Council met for a Joint Special meeting of the City Council and Planning Commission at 5:40 p.m. via teleconference. ROLL CALL Present: Mayor Kalmick Council Members: Varipapa, Sustarsic, Massa-Lavitt, Moore Chair Miller Commissioners: Winkler, Thomas, Campbell, Klinger Absent: None City Staff: Craig A. Steele, City Attorney Jill R. Ingram, City Manager Patrick Gallegos, Assistant City Manager Philip L. Gonshak, Chief of Police Joe Bailey, Chief, Marine Safety Department Steve Myrter, P.E., Director of Public Works Les Johnson, Director of Community Development Kelly Telford, Director of Finance/City Treasurer Gloria D. Harper, City Clerk Dana Engstrom, Deputy City Clerk Ron Roberts, Orange County Fire Authority, Fire Division Chief ORAL COMMUNICATIONS Mayor Kalmick opened oral communications. City Clerk Harper announced that one (1) supplemental communication and two (2) emailed comments were received. Mayor Kalmick then closed oral communications. PRESENTATION A. Study Session: 2021 Housing Element Update Community Development Director Les Johnson introduced JHD Planning Consultant John Douglas who discussed the 2021 Housing Element Update. Council Members' and Planning Commissioners' questions and concerns were noted and addressed. No action was taken. ADJOURNMENT Mayor Kalmick adjourned the Joint Special meeting of the City Council and Planning Commission at 6:49 p.m. Gloria D. Harper, City Clerk City of Seal Beach Approved: Approved: Joe Kalmick, Mayor Steve Miller, Chair Planning Commission Attested: Gloria D. Harper, City Clerk Seal Beach, California March 8, 2021 The City Council met in Regular Session at 7:04 p.m. via teleconference. ROLL CALL Present: Mayor Kalmick Council Members: Varipapa, Moore, Sustarsic, Massa-Lavitt Absent: None City Staff: Craig A. Steele, City Attorney Jill R. Ingram, City Manager Patrick Gallegos, Assistant City Manager Philip L. Gonshak, Chief of Police Joe Bailey, Chief, Marine Safety Department Steve Myrter, P.E., Director of Public Works Les Johnson, Director of Community Development Kelly Telford, Director of Finance/City Treasurer Gloria D. Harper, City Clerk Dana Engstrom, Deputy City Clerk Ron Roberts, Orange County Fire Authority, Fire Division Chief APPROVAL OF AGENDA & WAIVER OF FULL READING OF RESOLUTIONS AND ORDINANCES City Clerk Harper announced that four (4) supplemental communications were received after posting of the agenda regarding various agenda items that were distributed to City Council and made available to the public. Council Member Moore moved, second by Council Member Sustarsic, to approve the agenda. City Clerk Harper took a roll call vote to approve the agenda. AYES: Kalmick, Varipapa, Moore, Sustarsic, Massa-Lavitt NOES: None ABSENT: None ABSTAIN: None Motion carried PRESENTATIONS / RECOGNITIONS • Seal Beach COVID-19 Local Emergency Review • Police Department Technology Project Update • Retirement Recognition of Water Operator Mike Uggla ORAL COMMUNICATIONS Mayor Kalmick opened oral communications. City Clerk Harper announced that two (2) email communications were received and distributed to Council via email and uploaded to the City's website. Mayor Kalmick then closed oral communications. CITY ATTORNEY REPORT City Attorney Steele reported that the Closed Session meeting as noted on the agenda has been cancelled. CITY MANAGER REPORT City Manager Ingram indicted that Director of Finance/City Treasurer Telford has proposed a few Mid -Year Budget adjustments in Item G on tonight's Consent Calendar in follow up to the Fiscal Year 2020-2021 Mid -Year Budget Review that staff presented at the February 22, 2021 City Council meeting. As mentioned at the last City Council meeting, the City hired a consultant to review the City's payment for water and sewer fees, which is ongoing. The City wants to continue to be transparent with the progress in respect to this effort and staff expects to bring back a budget adjustment with the anticipated amounts due from the City by the second meeting in April. City Manager Ingram also announced that the City, along with Mayor Kalmick, is pleased to announce that the cities of Cypress, Los Alamitos, and Seal Beach will be hosting bi-weekly Town Hall meetings that will feature local elected officials, legislative representatives, and hosted by local Mayors to discuss critical information about the pandemic and give residents direct access to updated information. The first meeting of the West Orange County Cities Coalition will include County Board of Supervisor Chair Do and Orange County Public Health Officer Dr. Chau and is scheduled for Thursday, March 11, 2021 from 12pm-1 pm via Zoom (http://zoom.us/m/91422941617). Additional information can be found on the City's website or by calling the City Hall main line at 562-431-2527. COUNCIL COMMENTS Mayor Pro Tem Varipapa had no comments. Council Member Moore had no comments. Council Member Massa-Lavitt indicated that she attended an Orange County Sanitation District meeting where they discussed the approval of a $222 million project and noted she appreciated everything the Sanitation District does for the City. Additionally, she reported that she attended an Orange County Vector Control District meeting where they announced the feasibility of relocating their headquarters and that a committee will be evaluating locations and facilities that meet the needs of the district. Council Member Sustarsic had no comments. Mayor Kalmick indicated he will be meeting with State Senator Umberg, noting there has to be some sort of relief when dealing with SB 9. He also indicated he is still fighting the battle of sand replenishment in Surfside and hopes to meet with the Navy soon to discuss. Additionally, he encouraged residents to participate in the West Orange County Cities pandemic recovery Town Hall meetings. COUNCIL ITEMS There were no Council Items. CONSENT CALENDAR Council Member Sustarsic moved, second by Council Member Moore, to approve the recommended actions on the consent calendar. A. Approval of the February 22, 2021 City Council Minutes - That the City Council approve the minutes of the Closed Session and Regular City Council meeting held on February 22, 2021. B. Demands on City Treasury (Fiscal Year 2021) — March 8, 2021 - Ratification. C. Second Reading and Adoption of Ordinance 1688 - That the City Council adopt Ordinance 1688 titled "Ordinance 1688 of the Seal Beach City Council amending Section 9.30.020 of Chapter 9 of Title 9 of the Seal Beach Municipal Code relating to sewer charges." D. Notice of Completion for FY 2019-2020 Arterial Street Resurfacing Program, CIP ST2003 - That the City Council adopt Resolution 7116: 1. Accepting the FY 2019- 2020 Arterial Street Resurfacing Program, CIP ST2003 by All American Asphalt of $208,785.40; and, 2. Directing the City Clerk to file a "Notice of Completion" with the Orange County Clerk -Recorder within fifteen (15) days from the date of acceptance and to release retention 35 days after recordation of the Notice of Completion contingent upon no claims being filed on the Project. E. Awarding and Authorizing the City Manager to Execute Professional Services Agreements with T.E. Roberts, Inc., Valverde Construction, Inc., and W.A. Rasic Construction Company, Inc. for On -Call Emergency and Unexpected Task Utility Maintenance and Repair Services - That the City Council adopt Resolution 7117: 1. Approving and awarding a professional services agreement with T.E. Roberts, Inc., in the amount of $300,000 to provide On -Call Emergency and Unexpected Task Utility Maintenance and Repair Services for a three-year term; and, 2. Approving and awarding a professional services agreement with Valverde Construction, Inc., in the amount of $300,000 to provide On -Call Emergency and Unexpected Task Utility Maintenance and Repair Services for a three-year term; and, 3. Approving and awarding a professional services agreement with W.A. Rasic Construction Company, Inc., in the amount of $300,000 to provide On -Call Emergency and Unexpected Task Utility Maintenance and Repair Services for a three-year term; and, 4. Authorizing and directing the City Manager to execute the Agreements; and, 5. Authorizing the City Manager the option to extend any or all of the Agreements up to two (2) additional one- year terms after its original term for a not -to -exceed amount of $100,000 per additional term. F. Legislative Advocacy: Opposition to Senate Bill 9 - That the City Council oppose Senate Bill 9, which proposes to require local governments to ministerially approve a housing development containing two residential units and urban lot splits and authorize the Mayor to communicate the position as appropriate. G. Approving the Mid -Year Budget Amendment 21-09-01 and Amending the Fiscal Year 2020-2021 Cost Recovery Schedule for Junior Lifeguard Program Fees - That the City Council adopt: 1. Resolution 7118 to approve Budget Amendment BA 21-09-01 to increase the various budgeted amounts as detailed in the resolution; and, 2. Resolution 7119 amending the Fiscal Year 2020-2021 Cost Recovery Schedule to amend the rates for the junior lifeguard program. City Clerk Harper took a roll call vote to approve the consent calendar items. AYES: Kalmick, Varipapa, Sustarsic, Moore, Massa-Lavitt NOES: None ABSENT: None ABSTAIN: None Motion carried ITEMS REMOVED FROM CONSENT CALENDAR There were no items removed from the consent calendar. PUBLIC HEARING There were no public hearing items. UNFINISHED/CONTINUED BUSINESS There were no unfinished/continued business items. NEW BUSINESS There were no new business items. CLOSED SESSION The Closed Session meeting was cancelled. ADJOURNMENT Mayor Kalmick adjourned the City Council meeting 7:43 p.m. to Monday, March 22, 2021 at 5:30 p.m. to meet in closed session, if deemed necessary. Gloria D. Harper, City Clerk City of Seal Beach Approved: Joe Kalmick, Mayor Attested: Gloria D. Harper, City Clerk City of Seal Beach Fiscal Year 2021 Warrant Listing for Council Meeting 3-22-2021 Approve by Minute Order Demands on Treasury: Warrants-A/P: Checks 18837 - 19022 CalPERS Medical Wire Payroll: Payroll Direct Deposit Payroll State & Federal Taxes ICMA Ca1PERS Pension City of Seal Beach Flex Spending Total Payroll: $ 527,405.07 $ 126,159.30 $ 653,564.37 Year -to -Date: $ 25,131,935.40 $ 343,946.73 $ 96,706.33 $ 23,013.75 $ 105,110.05 $ 1,421.75 $ 570,198.61 Year -to -Date: $ 11,862,467.29 Note: Year-to-date amounts are actual cash disbursements and do not reflect actual expenditures due to year-end accruals. Respectfully submitted by: Kelly Telor , CPA Director o .inance/City Treasurer o� Date City of Seal Beach Accounts Payable Printed: 03/12/2021 15:32 User:vrodriguez Checks by Date - Detail By Check Date Detail Check Amount Check No: 18837 Check Date: 03/04/2021 Vendor: AAR01 Aardvark PIN11826 KBT Breaching Tool 02/02/2021 10,579.38 Check Total: 10,579.38 Check No: 18838 Check Date: 03/04/2021 Vendor: ACWA ACWA 12.29.2020 2021 Annual Agency Dues 12/29/2020 12,645.00 Check Total: 12,645.00 Check No: 18839 Check Date: 03/04/2021 Vendor: AKMOI AKM Consulting Engineers 0010919 Water Standard Plans Update -Jan 2021 02/08/2021 2,287.50 0010918 Sewer Standard Plans Update -Jan 2021 02/08/2021 19,484.50 Check Total: 21,772.00 Check No: 18840 Check Date: 03/04/2021 Vendor: AME01 American Heritage Life 42471 Services Feb 2021 02/05/2021 13.00 Check Total: 13.00 Check No: 18841 Check Date: 03/04/2021 Vendor: AME73 American Elevator Services Inc TC124052 Elevator service troublecall for Police 02/01/2021 300.00 Check Total: 300.00 Check No: 18842 Check Date: 03/04/2021 Vendor: AME74 ACEC California W21218 2021 CEQA Subdivision Books 02/10/2021 205.67 W21218 2021 CEQA Subdivision Books 02/10/2021 233.26 Check Total: 438.93 Check No: 18843 Check Date: 03/04/2021 Vendor: AME84 Americas Printer.com 1187304 Business Cards 12/04/2020 54.60 1184034 Business Cards 09/04/2020 17.00 1187216 Business Cards 12/02/2020 310.60 Check Total: 382.20 Check No: 18844 Check Date: 03/04/2021 Vendor: APL APLPD HOLDCO INC. & Subsidiary OGCT000466 Services 1-9 to 2-8-2021 01/08/2021 287.30 Check Total: 287.30 Check No: 18845 Check Date: 03/04/2021 Vendor: AQUA01 Aqua -Metric Sales Company INVO081044 30 each, 3/4" L SR II CF meter - CIP WTI 02/03/2021 5,010.38 INVO081044 Annual Citywide H2O Meter Rep] \ Annual 02/03/2021 5,010.38 Check Total: 10,020.76 Check No: 18846 Check Date: 03/04/2021 Vendor: ARA05 Aramark Uniform Services 5890000750 Floor mat service (City Hall & City Yard 02/18/2021 55.34 5890000709 Floor mat service (City Hall & City Yard 02/11/2021 55.34 5890000709 Floor mat service (City Hall & City Yard 02/11/2021 55.34 5890000709 Floor mat service (City Hall & City Yard 02/11/2021 49.13 5890000709 Floor mat service (City Hall & City Yard 02/11/2021 49.14 5890000750 Floor mat service (City Hall & City Yard 02/18/2021 49.13 5890000750 Floor mat service (City Hall & City Yard 02/18/2021 49.14 5890000750 Floor mat service (City Hall & City Yard 02/18/2021 55.34 Check Total: 417.90 Check No: 18847 Check Date: 03/04/2021 Vendor: AVRANA Anastasia Avrana W20870 Refund -Having Difficulty Reserving Lanes 02/11/2021 136.00 Check Total: 136.00 Check No: 18848 Check Date: 03/04/2021 Vendor: BAY08 Bay Hardware 354597 Zinc Quick Link 02/19/2021 23.06 354466 Return/ Credit- Gate Spring/Inv 354429 02/10/2021 -2.01 354473 Reinforce Angle 02/10/2021 3.37 Page 1 City of Seal Beach Accounts Payable Printed: 03/12/2021 15:32 User:vrodriguez Checks by Date - Detail By Check Date Detail Check Amount 354428 Spray Paint 02/08/2021 30.92 354376 Paint 02/03/2021 57.34 354429 Latch Bar/ Gate Spring 02/08/2021 32.15 354490 USB Cable 02/12/2021 13.04 354561 Gorilla Glue 02/17/2021 6.35 354455 Screws/ Nuts/ Bolts 02/09/2021 1.63 354532 Utility Hook 02/16/2021 10.76 354665 Frog Tape/ Paint Brush/ Putty Knife 02/24/2021 26.22 354558 Key Cutting 02/17/2021 2.51 354211 Capsule Bulb /Torpedo Bulb 01/26/2021 8.79 354624 Transplanter/ Scrapper Blade 02/22/2021 17.70 354548 Primer Spray 02/17/2021 7.60 353959 Leather Gloves/ Back Saver Spray 01/06/2021 45.96 354052 Bucket/ Pliers/ Ratchet 01/12/2021 157.50 354214 Batteries/ Return- Cleaner 354211 01/26/2021 15.51 354526 Screws/ Nuts/ Washers 02/16/2021 14.70 354395 Gloves/ Swivel/ Nozzles 02/05/2021 102.92 354467 Key Cutting/Mounting Tape 02/10/2021 21.66 Check Total: 597.68 Check No: 18849 Check Date: 03/04/2021 Vendor: BAY10 Bay Alarm Company 3557670210 Late Fees 01/15/2021 2.30 3557670210 Services 2-2 to 5-1-2021 01/15/2021 153.47 Check Total: 155.77 Check No: 18850 Check Date: 03/04/2021 Vendor: BEE01 Bee Busters 128205 Bees in water meter box at 1302 Electric 02/02/2021 175.00 Check Total: 175.00 Check No: 18851 Check Date: 03/04/2021 Vendor: BENT I TASC - Client Invoice IN1963641 ACA Employer Reporting- Feb 2021 02/01/2021 215.18 IN1966695 Services Jan 2021 02/04/2021 150.00 Check Total: 365.18 Check No: 18853 Check Date: 03/04/2021 Vendor: BUS08 BUSINESS CARD 2525/2-21 Street Survival Seminar Online Training 02/10/2021 597.00 2525/2-21 Disaster Prep Food Supply 02/10/2021 21987.00 2525/2-21 LE Executive Assistant Training 02/10/2021 650.00 2525/2-21 Temporary Holding Cell Training 02/10/2021 450.00 2525/2-21 Technology Supplies 02/10/2021 255.76 2525/2-21 Technology Supplies 02/10/2021 114.15 2525/2-21 Technology Supplies 02/10/2021 199.59 2525/2-21 Compact Bench Power Supply 02/10/2021 76.71 2525/2-21 Stackable Chairs for Marine Safety 02/10/2021 766.56 2525/2-21 Accounts Payable Stamp 02/10/2021 73.18 2525/2-21 Technology Supplies 02/10/2021 173.42 2525/2-21 Returned Ink Cartridges for Postage Mach 02/10/2021 -178.33 2525/2-21 Zoom Monthly Membership -P Gallegoos 02/10/2021 16.49 2525/2-21 Emergency Declaration 2020 \ Emergency D 02/10/2021 16.49 2525/2-21 Emergency Declaration 2020 \ Emergency D 02/10/2021 16.49 2525/2-21 Emergency Declaration 2020 \ Emergency D 02/10/2021 442.08 2525/2-21 Technology Supplies 02/10/2021 269.70 2525/2-21 Self -Defense & Tactical Comm Training 02/10/2021 634.48 2525/2-21 Street Survival Seminar Online Training 02/10/2021 199.00 2525/2-21 CPOA Legislative Summit 02/10/2021 150.00 2525/2-21 Dell XPS Laptop 02/10/2021 1,322.39 2525/2-21 Laptop Battery 02/10/2021 99.13 2525/2-21 Drone Equipment 02/10/2021 43.25 2525/2-21 TV Wall Mount 02/10/2021 21.74 2525/2-21 LED TV 02/10/2021 220.76 2525/2-21 Gloves 02/10/2021 1,763.96 2525/2-21 Face Masks 02/10/2021 40.48 Page 2 City of Seal Beach Accounts Payable Printed: 03/12/2021 15:32 User:vrodriguez Checks by Date - Detail By Check Date Detail Check Amount 2525/2-21 Internet Privacy Training Webinar 02/10/2021 300.00 2525/2-21 Critical Incident Deluxe Board 02/10/2021 330.54 2525/2-21 Office Supplies 02/10/2021 14.13 2525/2-21 Seagull Deterrent for Boat 02/10/2021 54.63 2525/2-21 Seagull Deterrent for Boat 02/10/2021 58.71 2525/2-21 Office Supplies 02/10/2021 118.48 2525/2-21 Office Supplies 02/10/2021 25.27 2525/2-21 Crime Prevention Traing 02/10/2021 -578.00 2525/2-21 Crime Prevention Traing 02/10/2021 -578.00 2525/2-21 Hardware for Radio Charging Port 02/10/2021 56.12 Check Total: 11,223.36 Check No: 18854 Check Date: 03/04/2021 Vendor: C301 C3 Technology Services fNV128305 Services 1-15 to 3-14-2021 02/15/2021 1,277.73 INV 128306 Services 1-13 to 2-12-2021 02/15/2021 120.56 Check Total: 1,398.29 Check No: 18855 Check Date: 03/04/2021 Vendor: CAM01 Campbell Printing, Inc. C21-011 Field Investigation Cards 02/11/2021 234.90 Check Total: 234.90 Check No: 18856 Check Date: 03/04/2021 Vendor: CFP01 California Forensic Phlebotomy 1536 Services Jan 2021 02/01/2021 113.00 Check Total: 113.00 Check No: 18857 Check Date: 03/04/2021 Vendor: CIN04 Cintas Corporation # 640 4075206062 Uniform Services 2-8-2021 02/08/2021 4.79 4076501058 Uniform Services 2-22-2021 02/22/2021 34.77 4075206062 Uniform Services 2-8-2021 02/08/2021 34.77 4076501058 Uniform Services 2-22-2021 02/22/2021 9.01 4075206062 Uniform Services 2-8-2021 02/08/2021 18.13 4075863121 Uniform Services 2-15-2021 02/15/2021 4.71 4075206062 Uniform Services 2-8-2021 02/08/2021 9.01 4076501058 Uniform Services 2-22-2021 02/22/2021 4.71 4075863121 Uniform Services 2-15-2021 02/15/2021 106.88 4075206062 Uniform Services 2-8-2021 02/08/2021 4.71 4075206062 Uniform Services 2-8-2021 02/08/2021 29.08 4075863121 Uniform Services 2-15-2021 02/15/2021 34.77 4075863121 Uniform Services 2-15-2021 02/15/2021 18.13 4075863121 Uniform Services 2-15-2021 02/15/2021 4.79 4075863121 Uniform Services 2-15-2021 02/15/2021 9.01 4076501058 Uniform Services 2-22-2021 02/22/2021 29.08 4076501058 Uniform Services 2-22-2021 02/22/2021 18.13 4076501058 Uniform Services 2-22-2021 02/22/2021 4.79 Check Total: 379.27 Check No: 18858 Check Date: 03/04/2021 Vendor: CIT04 City Of Long Beach 95992 Services March 2021 03/01/2021 321.60 Check Total: 321.60 Check No: 18859 Check Date: 03/04/2021 Vendor: CIT63 City of Seal Beach Petty Cash W21232 Replenish Petty Cash 02/18/2021 63.58 W21232 Replenish Petty Cash 02/18/2021 81.83 W21232 Replenish Petty Cash 02/18/2021 11.70 W21232 Replenish Petty Cash 02/18/2021 68.00 W21232 Replenish Petty Cash 02/18/2021 28.24 W21232 Replenish Petty Cash 02/18/2021 95.15 W21232 Replenish Petty Cash 02/18/2021 16.94 W21232 Replenish Petty Cash 02/18/2021 22.00 W21232 Replenish Petty Cash 02/18/2021 258.33 W21232 Replenish Petty Cash 02/18/2021 14.99 W21232 Replenish Petty Cash 02/18/2021 75.00 Page 3 City of Seal Beach Accounts Payable Printed: 03/12/2021 15:32 User:vrodriguez Checks by Date - Detail By Check Date Detail Check Amount W21232 Replenish Petty Cash 02/18/2021 69.95 Check Total: 805.71 Check No: 18860 Check Date: 03/04/2021 Vendor: CLE11 CleanStreet Inc. 99300 Street Sweeper Services -Jan 2021 01/31/2021 14,013.83 Check Total: 14,013.83 Check No: 18861 Check Date: 03/04/2021 Vendor: CMRTA CMRTA 1700 Membership Renewal 2020/Telford/Marquez 12/01/2020 125.00 Check Total: 125.00 Check No: 18862 Check Date: 03/04/2021 Vendor: COM46 Commercial Aquatic Services I21-1352 Chemicals Delivered 2-4-2021 02/04/2021 203.53 Check Total: 203.53 Check No: 18863 Check Date: 03/04/2021 Vendor: COP05 CopWare, Inc. 85405 CopWare Legal Sourcebook Site License an 01/28/2021 540.00 Check Total: 540.00 Check No: 18864 Check Date: 03/04/2021 Vendor: COR13 Ryan Corbin 12.17.20 Tuition Reimb. Fall 2020 12/17/2020 236.04 Check Total: 236.04 Check No: 18865 Check Date: 03/04/2021 Vendor: CORNWELL Cynthia Cornwell W20648 Return Currency Case#21-00286/Rec580353 02/22/2021 19,200.00 Check Total: 19,200.00 Check No: 18866 Check Date: 03/04/2021 Vendor: COU32 County of Orange R1040 General Election 11-3-2020 District 4 02/11/2021 4,285.00 R1039 General Election 11-3-2020- District 2 02/11/2021 5,363.69 Check Total: 9,648.69 Check No: 18867 Check Date: 03/04/2021 Vendor: COU32 County of Orange SC12678 800mHz quarterly cost alloca-Jan-Mar21 02/02/2021 13,283.00 Check Total: 13,283.00 Check No: 18868 Check Date: 03/04/2021 Vendor: COU32 County of Orange SH58546 AFIS Services Feb 2021 02/04/2021 1,103.00 Check Total: 1,103.00 Check No: 18869 Check Date: 03/04/2021 Vendor: CRE07 Creative Vision Group LLC 21-202 Seal Beach Spring 2021 Shorelilne Brochu 02/12/2021 2,590.00 Check Total: 2,590.00 Check No: 18870 Check Date: 03/04/2021 Vendor: CUS01 Custom Glass 24143 CDBG Bathroom Access Grant -Myers 3N 01/28/2021 905.00 24139 CDBG Bathroom Access Grant -Kuyper 44J 01/27/2021 905.00 24172 CDBG Bathroom Access Grant -Glass 18D 02/11/2021 905.00 24160 CDBG Bathroom Access Grant -Torres 16F 02/09/2021 905.00 Check Total: 3,620.00 Check No: 18871 Check Date: 03/04/2021 Vendor: CWEA02 CWEA 64620 Membership Dues -Escobedo 02/19/2021 283.00 Check Total: 283.00 Check No: 18872 Check Date: 03/04/2021 Vendor: CYP Cypress SB Car Spa Inc. Oil Car Wash Services Jan 2021 02/05/2021 382.00 Check Total: 382.00 Check No: 18873 Check Date: 03/04/2021 Vendor: DEL03 Delta Dental of California BE00432795 Services March 2021 03/01/2021 59.13 Page 4 City of Seal Beach Accounts Payable Printed: 03/12/2021 15:32 User:vrodriguez Checks by Date - Detail By Check Date Detail Check Amount BE00432795 Services March 2021 03/01/2021 29.15 BE00432795 Services March 2021 03/01/2021 341.92 BE00432795 Services March 2021 03/01/2021 595.59 BE00432795 Services March 2021 03/01/2021 14.30 BE00432795 Services March 2021 03/01/2021 35.96 BE00432795 Services March 2021 03/01/2021 176.19 BE00432795 Services March 2021 03/01/2021 541.34 BE00432795 Services March 2021 03/01/2021 29.15 BE00432795 Services March 2021 03/01/2021 2,853.57 BE00432795 Services March 2021 03/01/2021 4,004.74 BE00432795 Services March 2021 03/01/2021 227.50 BE00432795 Services March 2021 03/01/2021 171.09 BE00432795 Services March 2021 03/01/2021 12.29 BE00432795 Services March 2021 03/01/2021 146.82 BE00432795 Services March 2021 03/01/2021 192.56 BE00432795 Services March 2021 03/01/2021 39.42 BE00432795 Services March 2021 03/01/2021 129.76 BE00432795 Services March 2021 03/01/2021 97.53 BE00432795 Services March 2021 03/01/2021 86.55 BE00432795 Services March 2021 03/01/2021 88.71 BE00432795 Services March 2021 03/01/2021 51.37 BE00432795 Services March 2021 03/01/2021 370.06 BE00432795 Services March 2021 03/01/2021 445.21 BE00432795 Services March 2021 03/01/2021 41.10 BE00432795 Services March 2021 03/01/2021 52.27 Check Total: 10,833.28 Check No: 18874 Check Date: 03/04/2021 Vendor: DEL04 Delta Dental Insurance Company BE00432492 Services March 2021 03/01/2021 43.44 BE00432492 Services March 2021 03/01/2021 1.64 BE00432492 Services March 2021 03/01/2021 1.64 BE00432492 Services March 2021 03/01/2021 53.54 BE00432492 Services March 2021 03/01/2021 288.40 BE00432492 Services March 2021 03/01/2021 45.72 BE00432492 Services March 2021 03/01/2021 173.76 BE00432492 Services March 2021 03/01/2021 52.34 BE00432492 Services March 2021 03/01/2021 11.17 BE00432492 Services March 2021 03/01/2021 4.91 Check Total: 676.56 Check No: 18875 Check Date: 03/04/2021 Vendor: DELLO Delillo Chevrolet 336911 Relay Switch 02/05/2021 222.82 Check Total: 222.82 Check No: 18876 Check Date: 03/04/2021 Vendor: DEL12 De Lage Landen Public Finance 71200733 Services 2-13 to 3-12-20221 01/27/2021 213.25 71200733 Services 2-13 to 3-12-20221 01/27/2021 2,391.94 71200733 Services 2-13 to 3-12-20221 01/27/2021 2,006.54 Check Total: 4,611.73 Check No: 18877 Check Date: 03/04/2021 Vendor: DIX Dixon Resources Unlimited 2748 Services Jan 2021 01/31/2021 1,920.00 Check Total: 1,920.00 Check No: 18878 Check Date: 03/04/2021 Vendor: EVE05 Everbridge Inc M59631 Nixie Engage 01/31/2021 4,000.00 Check Total: 4,000.00 Check No: 18879 Check Date: 03/04/2021 Vendor: FBINAA FBINAA 49906 2021 Membership Dues- Gonshak 02/09/2021 125.00 Check Total: 125.00 Page 5 City of Seal Beach Accounts Payable Printed: 03/12/2021 15:32 User:vrodriguez Checks by Date - Detail By Check Date Detail Check Amount Check No: 18880 Check Date: 03/04/2021 Vendor: FEDOI FedEX 7-268-4361 Shipping Charges 02/05/2021 31.09 Check Total: 31.09 Check No: 18881 Check Date: 03/04/2021 Vendor: FOR09 Robin Forte-Lincke W21234 TV Origination Services Payment # 17 02/26/2021 1,453.50 Check Total: 1,453.50 Check No: 18882 Check Date: 03/04/2021 Vendor: FRANCOI Robert Franco 2.23.2021 Reimb Lunch for 3 Interview Panels 02/23/2021 214.98 Check Total: 214.98 Check No: 18883 Check Date: 03/04/2021 Vendor: FRE08 Free - Lance Masonry 2021-131 Installation of memorial bench & plaque 02/11/2021 995.00 Check Total: 995.00 Check No: 18884 Check Date: 03/04/2021 Vendor: FRO02 Frontier Communications 5624316879 Services 2-25 to 3-24-2021 02/25/2021 126.13 5625986069 Services 2-25 to 3-24-2021 02/25/2021 126.13 5625988560 Services 2-28 to 3-27-2021 02/28/2021 57.63 Check Total: 309.89 Check No: 18885 Check Date: 03/04/2021 Vendor: FSO F.S.O.C. LLC 1321 FirstSpear Siege R BCIIIA as per quote S 02/09/2021 2,187.51 1320 Point Blank/Paraclete Speed Plate Plus 1 02/09/2021 879.13 Check Total: 3,066.64 Check No: 18886 Check Date: 03/04/2021 Vendor: FUNES Samuel Funes W21229 Wellness Program 02/16/2021 40.00 W21229 Wellness Program 02/16/2021 320.00 W21229 Wellness Program 02/16/2021 40.00 Check Total: 400.00 Check No: 18887 Check Date: 03/04/2021 Vendor: GAL08 Galls, LLC BC1265996 2 pari of uniform boots 01/05/2021 370.06 Check Total: 370.06 Check No: 18888 Check Date: 03/04/2021 Vendor: GAN04 Ganahl Lumber Co. 060669871 Lumber for volleyball poles 02/04/2021 126.98 Check Total: 126.98 Check No: 18889 Check Date: 03/04/2021 Vendor: GENTNER Rebecca Gentner W21158 Overpayment of Demo Deposit 01/12/2021 500.00 Check Total: 500.00 Check No: 18890 Check Date: 03/04/2021 Vendor: GHD GHD Inc 156600 Plan Checks Through 1-23-2021 01/29/2021 922.00 Check Total: 922.00 Check No: 18891 Check Date: 03/04/2021 Vendor: GRA08 Grainger 9576407556 Angles 06/30/2020 99.18 9576407564 Angles 06/30/2020 21.21 Check Total: 120.39 Check No: 18892 Check Date: 03/04/2021 Vendor: GRA36 Granite Telecommunications LLC 511485906 Services 2-1 to 2-28-2021 02/01/2021 1,326.94 Check Total: 1,326.94 Check No: 18893 Check Date: 03/04/2021 Vendor: GSWC Golden State Water Company 2311300000 Services 12-21-20 to 2-23-2021 02/24/2021 184.48 Page 6 City of Seal Beach Accounts Payable Printed: 03/12/2021 15:32 User:vrodriguez Checks by Date - Detail By Check Date Detail Check Amount Check Total: 184.48 Check No: 18894 Check Date: 03/04/2021 Vendor: HACO1 Hach Company 12300937 Cup 01/28/2021 25.99 Check Total: 25.99 Check No: 18895 Check Date: 03/04/2021 Vendor: HAL15 Halo Branded Solutions Inc 4997558 Misc. Tobacco grant promotional items as 02/15/2021 2,166.05 Check Total: 2,166.05 Check No: 18896 Check Date: 03/04/2021 Vendor: HAZ03 Hazzard Backflow Inc 24265 Testing 1 backflow 02/10/2021 29.68 24264 Repair failed backflows throughout City 02/10/2021 2,455.00 Check Total: 2,484.68 Check No: 18897 Check Date: 03/04/2021 Vendor: HENDRIXI Chris Hendrix 1.13.21 Reimb SLI Course 5 1-10 to 1-13-21 01/13/2021 565.61 Check Total: 565.61 Check No: 18898 Check Date: 03/04/2021 Vendor: HER17 Here Rentals Inc. 9999999900 Late Fee 02/01/2020 42.87 Check Total: 42.87 Check No: 18899 Check Date: 03/04/2021 Vendor: HF& HF&H Consultants LLC 9717546 AB 1826 Mandatory Organics Program Cons 09/11/2020 2,120.25 Check Total: 2,120.25 Check No: 18900 Check Date: 03/04/2021 Vendor: HILI I Hill's Bros. Lock & Safe 73592 Install New Dead Bolt 02/09/2021 290.20 Check Total: 290.20 Check No: 18901 Check Date: 03/04/2021 Vendor: HOMO] Home Depot Credit Services 2021534 Screw Drivers/ Wood/ Wrench 02/19/2021 326.35 2404629 Wet Patch/Quikrete 02/09/2021 300.79 1073768 Fuel Blower 02/10/2021 162.04 6834525 Vinyl Coated 11/17/2020 42.11 Check Total: 831.29 Check No: 18902 Check Date: 03/04/2021 Vendor: ITE Iteris Inc 130473-3 Citywide Traffic Signal Improv \ Citywid 03/03/2021 30,695.00 130473 Citywide Traffic Signal Improv \ Citywid 02/04/2021 3,038.04 130473-1 Citywide Traffic Signal Improv \ Citywid 02/04/2021 420.00 130473-2 Westin @ SB Blvd RT Feasible St \ Westin @ 02/04/2021 5,000.00 Check Total: 39,153.04 Check No: 18903 Check Date: 03/04/2021 Vendor: JKE01 J K Electronics 33447 Alligator Clip/ Tests Probes 02/05/2021 110.93 Check Total: 110.93 Check No: 18904 Check Date: 03/04/2021 Vendor: K-9 K-9 Services LLC SBPD-02 Demanet Bite Suit 01/28/2021 1,740.00 Check Total: 1,740.00 Check No: 18905 Check Date: 03/04/2021 Vendor: LOS46 Los Cerritos Wetlands Authorit 20-005 Los Cerritos Wetlands FY 19-20 03/02/2020 5,000.00 Check Total: 5,000.00 Check No: 18906 Check Date: 03/04/2021 Vendor: MCI01 MCI Comm Services 7DL26042 Services March 2021 02/11/2021 39.95 7N484178 Services March 2021 02/19/2022 40.32 Check Total: 80.27 Page 7 City of Sea] Beach Accounts Payable Printed: 03/12/2021 15:32 User:vrodriguez Checks by Date - Detail By Check Date Detail Check No: 18907 Check Date: 03/04/2021 Vendor: Vendor: MDM M Dmytrow Designs LLC Binders/Power Strip/Glue/Staplers 64526 Reprint Decals 02/10/2021 Check No: 18909 Check Date: 03/04/2021 3 Hole Punch/ Push Pins/Wireless Combo Vendor: MEM08 Memorial Care 1558511450 800000035 Services 8-5-2020 to 11-23-2020 12/16/2020 Check No: 18910 Check Date: 03/04/2021 1543511150 Vendor: MOR02 Morrison Tire Inc. 18915 Check Date: 03/04/2021 281956 Tire 02/09/2021 Check No: 18911 Check Date: 03/04/2021 Coffee/ Cups Vendor: MRB01 Felix Ulloa 1-01844688 1113 Chainsaw Tune Up 02/10/2021 Check No: 18912 Check Date: 03/04/2021 Vendor: Vendor: MUN02 Municipal Water District of Or Tennis Center Services Feb 2021 10419 Water Deliveries Jan 2021 02/12/2021 Check No: 18913 Check Date: 03/04/2021 Edison Park Services Feb 2021 Vendor: NU01 NU Kote 7215 01.18.21 CDBG Bathroom Access Grant- Meyers 3N 01/18/2021 02.02.21 CDBG Bathroom Access Grant- Torres I6F 02/02/2021 01.11.21 CDBG Bathroom Access Grant- Kop 65C 01/11/2021 2.08.2021 CDBG Bathroom Access Grant -Glass 18D 02/08/2021 Check No: 18914 Check Date: 03/04/2021 Vendor: OFF05 Office Depot, Inc. 1519254770 Binders/Power Strip/Glue/Staplers 1516052640 Coffee/ Forks/ Spoons/ Water 1548160920 Metal Signs/ Wall Signs 1544973780 3 Hole Punch/ Push Pins/Wireless Combo 1548160970 Board Combo 1558511450 DVD Spindell 1525228610 Tissue/ Chairmat 1543659340 Calendar 1543511150 Paper/ Folders Check No: 18915 Check Date: 03/04/2021 Vendor: OFFII Office Solutions Business Prod I-01843239 Inkcart/ Cleaner/ Bandages I-01845638 Coffee/ Cups I-01844869 Folders 1-01844688 Paper I-01846212 Folders/ Creamer/ Plates Check No: 18916 Check Date: 03/04/2021 Vendor: ONP05 On Point Exterminating Inc 7212 Tennis Center Services Feb 2021 7214 City Hall- Services Feb 2021 7243 Edison Park- Services Feb 2021 7244 Edison Park Services Feb 2021 7245 Marina Center Services Feb 2021 7215 City Yard Services Feb 2021 7213 PD Services Feb 2021 7246 Lifeguard HQ Services Feb 2021 Check No: 18917 Check Date: 03/04/2021 Vendor: PAR19 Parkeon Inc. IV 120857 Services Jan 2021 01/27/2021 01/21/2021 02/15/2021 02/11/2021 02/11/2021 02/17/2021 02/12/2021 02/11/2021 02/11/2021 02/11/2021 02/19/2021 02/17/2021 02/17/2021 02/22/2021 02/12/2021 02/10/2021 02/10/2021 02/10/2021 02/12/2021 02/12/2021 02/12/2021 02/12/2021 01/25/2021 Check Total: Check Total: Check Total: Check Total: Check Total: Check Total: Check Total: Check Total: Check Total: Check Amount 96.98 96.98 7,062.00 7,062.00 137.42 137.42 65.00 65.00 9,915.38 9,915.38 1,910.00 1,910.00 150.00 1,910.00 5,880.00 145.99 301.95 136.95 102.26 352.09 38.63 194.29 18.26 43.83 1,334.25 175.71 25.03 82.06 579.86 176.80 1,039.46 Page 8 75.00 65.00 150.00 150.00 50.00 60.00 75.00 60.00 685.00 315.00 City of Seal Beach Accounts Payable User:vrodriguez Checks by Date - Detail By Check Date Check Total: Check No: 18918 Check Date: 03/04/2021 Vendor: PAS05 Passport Labs Inc. INV -101921 Services Jan 2021 01/31/2021 Check Total: Check No: 18919 Check Date: 03/04/2021 Vendor: PFM PFM Asset Management LLC SMA -M1220- Investment Advisory Services Dec 2020 12/31/2021 Check No: 18920 Check Date: 03/04/2021 Vendor: PH002 Phoenix Group 1220201000 Services Dec 2020 01/14/2021 Check No: 18921 Check Date: 03/04/2021 Vendor: PIT03 Pitney Bowes Inc. 3104571665 Services 12-20-20 to 3-19-2021 02/16/2021 1017365338 Labor to Repair Postage Machine 02/01/2021 3104563579 Services 12-20-20 to 3-19-2021 02/16/2021 Check No: 18922 Check Date: 03/04/2021 Vendor: PVP01 PVP Communication 128719 Motor -One speakermic with wireless syste 01/25/2021 Check No: 18923 Check Date: 03/04/2021 Vendor: RAA01 Mike Raahauge Shooting Enterprises 1553 Range 1-21-21 02/05/2021 Check No: 18924 Check Date: 03/04/2021 Vendor: RICO2 Richards Watson & Gershon 230578 Services/Retainer - Feb 2021 Check No: 18925 Check Date: 03/04/2021 Vendor: RUIZ05 Victor Ruiz W20650 Reimb. Leash/ Muzzle for K9 Program Check No: 18926 Check Date: 03/04/2021 Vendor: SAF07 Safelite Auto Glass 05074-2565 Rear window glass replacement in PW # 19 Check No: 18927 Check Date: 03/04/2021 Vendor: SCE01 Southern Calif. Edison 2257328971 Services 1-21 to 2-19-2021 2418681128 Services 1-15 to 2-16-2021 2024049330 Services 1-21 to 2-19-2021 2024029720 Services 1-15- to 2-16-2021 2345128151 Services 1-15 to 2-16-2021 2278053483 Services 1-21 to 2-19-2021 2277171120 Services 1-21 to 2-19-2021 2231367996 Services 1-14 to 2-12-2021 2415765056 Services 1-13 to 2-11-2021 2024029720 Services 1 -l5 -to 2-16-2021 Check No: 18928 Check Date: 03/04/2021 Vendor: SEA33 Seal Beach Sun Newspaper 00102843 CUP 20-6 00102816 NIB WT2107 00096021 Emergency Declaration 2020 \Mailer Check No: 18929 Check Date: 03/04/2021 Vendor: SECO2 Sectran Security, Inc. 21020439 Services Feb 2021 02/17/2021 02/24/2021 02/10/2021 02/20/2021 02/17/2021 02/20/2021 02/18/2021 02/17/2021 02/20/2021 02/20/2021 02/17/2021 02/17/2021 02/18/2021 02/04/2021 02/04/2021 05/07/2020 02/09/2021 Check Total: Check Total: Check Total: Check Total: Check Total: Check Total: Check Total: Check Total: Check Total: Check Total: Printed: 03/12/2021 15:32 Detail Check Amount 315.00 500.00 500.00 2,354.56 2,354.56 1,229.22 1,229.22 412.62 545.00 155.07 1,112.69 677.75 677.75 22.00 22.00 20,500.00 20,500.00 214.97 214.97 406.22 406.22 1,567.94 14.97 16.45 44.55 13.61 13.52 13.49 1,210.71 688.39 1,964.92 5,548.55 305.00 390.00 750.00 1,445.00 Page 9 501.29 City of Seal Beach Accounts Payable User:vrodriguez Checks by Date - Detail By Check Date Check Total: Check No: 18930 Check Date: 03/04/2021 Vendor: SIE11 Siemens Mobility Inc 5610257052 Traffic Signal Maintenance -Jan 2021 02/13/2021 5620029827 Traffic Signal Calls Out- Jan 2021 02/13/2021 Check Total: Check No: 18931 Check Date: 03/04/2021 Vendor: soc SoCal Auto & Truck Parts Inc. 4126-50590 Oil/ Air Filters 02/16/2021 4126-50618 Oil / Hyd Fluid 02/18/2021 4126-50518 Lens Restoration 02/09/2021 4126-50592 Oil 02/16/2021 Check Total: Check No: 18932 Check Date: 03/04/2021 Vendor: S0008 So. California Gas Co. 0811316591 Services 1-20 to 2-19-2021 02/23/2021 0811937654 Services 1-19 to 2-18-2021 02/22/2021 0349094500 Services 1-19 to 2-18-2021 02/22/2021 0286095705 Services 1-19 to 2-18-2021 02/22/2021 0349464457 Services 1-20 to 2-19-2021 02/23/2021 0643098600 Services 1-20 to 2-19-2021 02/23/2021 0895096603 Services 1-20 to 2-19-2021 02/23/2021 1208091900 Services 1-15 to 2-17-2021 02/19/2021 1483098500 Services 1-20 to 2-19-2021 02/23/2021 1672096500 Services 1-20 to 2-19-2021 02/23/2021 1630098500 Services 1-20 to 2-19-2021 02/23/2021 0391095700 Services 1-19 to 2-18-2021 02/22/2021 Check Total: Check No: 18933 Check Date: 03/04/2021 Vendor: SOC11 So Cal Land Maintenance Inc. 9398 Landscape Services Jan 2020 02/08/2021 9401 Landscape Maint. Jan 2021 01/31/2021 9401 Landscape Maint. Jan 2021 01/31/2021 9401 Landscape Maint. Jan 2021 01/31/2021 9401 Landscape Maint. Jan 2021 01/31/2021 9401 Landscape Maint. Jan 2021 01/31/2021 9401 Landscape Maint. Jan 2021 01/31/2021 9401 Landscape Maint. Jan 2021 01/31/2021 9401 Landscape Maint. Jan 2021 01/31/2021 9398 Landscape Services Jan 2020 02/08/2021 9402 Beach Detail Weeding Jan 2021 01/31/2021 9401 Landscape Maint. Jan 2021 01/31/2021 Check Total: Check No: 18934 Check Date: 03/04/2021 Vendor: SOU09 South Coast A. Q. M. D. 3770115 Flat Fee for last FY 1-911 Seal Beach 02/02/2021 3767333 ICE Em Elec Gen Diesel -911 Seal Beach 02/02/2021 Check Total: Check No: 18935 Check Date: 03/04/2021 Vendor: STA01 Standard Insurance Co. Rb 643052 Services Jan 2021 12/15/2020 Check Total: Check No: 18936 Check Date: 03/04/2021 Vendor: STA65 Statewide Traffic Safety and S 02024782 200 each, 28" traffic cones 02/08/2021 Check Total: Check No: 18937 Check Date: 03/04/2021 Vendor: STE47 Step Saver CA LLC CA1367557 Morton Coarse Salt 02/17/2021 Check Total: Printed: 03/12/2021 15:32 Detail Check Amount 501.29 1,801.00 2,802.02 4,603.02 563.35 186.57 23.41 228.64 1,001.97 16.27 17.91 23.70 32.62 24.44 80.47 54.42 50.00 479.04 397.50 121.69 529.62 1,827.68 153.00 1,856.65 3,573.27 20,134.38 1,090.93 5,900.59 1,088.16 229.90 631.32 629.07 2,340.00 3,218.99 40,846.26 136.40 421.02 557.42 5.86 5.86 3,045.00 3,045.00 905.10 905.10 Page 10 City of Sea] Beach Accounts Payable Printed: 03/12/2021 15:32 User:vrodriguez Checks by Date - Detail By Check Date Detail Check Amount Check No: 18938 Check Date: 03/04/2021 Vendor: SYN05 SYNOPTEK 1188250 Help Desk Services March 2021 02/01/2021 23,343.80 1186559 Citywide Technology Feb 2021 01/01/2021 137.50 1185979 Citywide Technology - Jan 2021 12/17/2020 137.50 1188249 Datto Service Support March 2021 02/01/2021 2,023.65 1187660 Office 365 1-1 to 2-22-21 01/31/2021 1,942.00 1187404 Airgain Antenna Pies Multimax FV AP-MMF- 01/19/2021 181.76 1187510 Havis Docking Station for Dell Latitude 01/26/2021 4,380.17 1188285 Office 365 exhange services migration -Pr 02/08/2021 2,562.50 1187404 Cradlepoint NetCloud Essentials for Mobi 01/19/2021 1,437.46 Check Total: 36,146.34 Check No: 18939 Check Date: 03/04/2021 Vendor: TAI02 Tait & Associates Inc 136676 Annual Local Paving Program \ Annual Loc 12/31/2020 450.00 Check Total: 450.00 Check No: 18940 Check Date: 03/04/2021 Vendor: TAY07 Taylor Tennis Courts 5760 Windscreen Materials for Courts 02/16/2021 18,975.00 Check Total: 18,975.00 Check No: 18941 Check Date: 03/04/2021 Vendor: TCTI The Counseling Team Internatio 78319 Services Jan 2021 02/03/2021 1,000.00 Check Total: 1,000.00 Check No: 18942 Check Date: 03/04/2021 Vendor: THE96 The Always Innovative Company 10177 5 x 8 State of California Polyester flag 01/26/2021 295.46 Check Total: 295.46 Check No: 18943 Check Date: 03/04/2021 Vendor: TH017 Thomson Reuters --West 843769952 CLEARS data base -Jan 2021 02/01/2021 331.00 Check Total: 331.00 Check No: 18944 Check Date: 03/04/2021 Vendor: TIM04 Time Warner Cable LLC 0270666021 Services 2-19 to 3-18-21 02/19/2021 118.76 0010799021 Services 2-18 to 3-17-21 02/18/2021 116.64 0212676022 Services 2-23 to 3-22-2021 02/23/2021 260.95 Check Total: 496.35 Check No: 18945 Check Date: 03/04/2021 Vendor: TIM07 Tim Hogan Graphic Designs 6062 Sewer Rate Study \ Sewer Rate Study 02/04/2021 3,697.65 6062 Water Rate Study Update \ Water Rate Stu 02/04/2021 3,697.65 6056 Water Rate Study Update \ Water Rate Stu 12/30/2020 5,738.70 6056 Sewer Rate Study \ Sewer Rate Study 12/30/2020 3,538.71 Check Total: 16,672.71 Check No: 18946 Check Date: 03/04/2021 Vendor: TLM TLM Petro Labor Force W21024 Overpayment of Permit 01/27/2021 37.81 Check Total: 37.81 Check No: 18947 Check Date: 03/04/2021 Vendor: TRA29 Transtech Engineers, Inc 20203938 19010 Plan Check Services -Oct 2020 10/31/2020 12,301.02 20204381 Services Through H-30-2020 01/01/2021 8,989.94 20203937 Building and Safety Services -Oct 2020 10/31/2020 7,065.91 20203937 Building and Safety Services -Oct 2020 10/31/2020 5,884.49 Check Total: 34,241.36 Check No: 18948 Check Date: 03/04/2021 Vendor: tru01 ALS-Truesdail Laboratories, I 522100599 Test Monthly Well Drinking Water -Feb 21 02/10/2021 118.20 522100596 Test Weeking Water- 2-1-2021 02/10/2021 186.25 522100705 Weekly Drinking Water Testing 2-15-21 02/19/2021 186.25 Page 11 City of Seal Beach Accounts Payable Printed: 03/12/2021 15:32 User:vrodriguez Checks by Date - Detail By Check Date Detail Page 12 Check Amount 522100607 Testing Quarterly Drinking Water -2-1-21 02/11/2021 681.25 522100608 Test Weekly Drinking Water -2-8-2021 02/11/2021 186.25 Check Total: 1,358.20 Check No: 18949 Check Date: 03/04/2021 Vendor: UB*00335 Sharon Linnell Refund check 02/21/2021 3,006.73 Refund check 02/21/2021 763.01 Check Total: 3,769.74 Check No: 18950 Check Date: 03/04/2021 Vendor: USA04 USA Bluebook 506596 CL2 charts for water dept. 02/18/2021 529.72 499325 PSI Charts, 20 micron water filter 02/10/2021 201.64 499479 PSI Charts, 20 micron water filter 02/10/2021 608.54 Check Total: 1,339.90 Check No: 18951 Check Date: 03/04/2021 Vendor: VER13 Vermont Systems Inc. 68973 Vermont Systems Migration -Recreation Upg 02/10/2021 1,062.50 Check Total: 1,062.50 Check No: 18952 Check Date: 03/04/2021 Vendor: WOR09 Worthington Ford 5113322 Bracket- Engine 02/10/2021 88.69 5113560 Wheel Cover 02/12/2021 273.55 Check Total: 362.24 Check No: 18953 Check Date: 03/04/2021 Vendor: AHU01 Ahumada, Raul W21222-1 Retiree Health Ins Reimb. March 2021 03/04/2021 Retiree 464.83 Check Total: 464.83 Check No: 18954 Check Date: 03/04/2021 Vendor: BEN08 Ginger Bennington /Acct 0132966989 W21222-2 Retiree Health Ins Reimb. March 2021 03/04/2021 Retiree 150.63 Check Total: 150.63 Check No: 18955 Check Date: 03/04/2021 Vendor: Bowles Stephen Bowles W21222-3 Retiree Health Ins Reimb. March 2021 03/04/2021 464.76 Check Total: 464.76 Check No: 18956 Check Date: 03/04/2021 Vendor: Brayton Tom Brayton W21222-4 Retiree Health Ins Reimb. March 2021 03/04/2021 Retiree 206.97 Check Total: 206.97 Check No: 18957 Check Date: 03/04/2021 Vendor: BUZ01 Gary Buzzard . Acct 0827310962 W21222-5 Retiree Health Ins Reimb. March 2021 03/04/2021 Retiree 168.56 Check Total: 168.56 Check No: 18958 Check Date: 03/04/2021 Vendor: Chauncey Stephen Chauncey .Acct 10-200036012968 W21222-6 Retiree Health Ins Reimb. March 2021 03/04/2021 Retiree 610.78 Check Total: 610.78 Check No: 18959 Check Date: 03/04/2021 Vendor: D'A01 Sam D'amico W21222-7 Retiree Health Ins Reimb. March 2021 03/04/2021 Retiree 619.50 Check Total: 619.50 Check No: 18960 Check Date: 03/04/2021 Vendor: Davi Dan Davis W21222-9 Retiree Health Ins Reimb. March 2021 03/04/2021 Retiree 138.63 Check Total: 138.63 Check No: 18961 Check Date: 03/04/2021 Vendor: DOR04 Daniel Dorsey W21222-8 Retiree Health Ins Reimb. March 2021 03/04/2021 Retiree 491.00 Check Total: 491.00 Page 12 City of Seal Beach Accounts Payable Printed: 03/12/2021 15:32 Userwrodriguez Checks by Date - Detail By Check Date Detail Check Amount Check No: 18962 Check Date: 03/04/2021 Vendor: ELL05 Jerry Ellison W21222-10 Retiree Health Ins Reimb. March 2021 03/04/2021 Retiree 47.78 Check Total: 47.78 Check No: 18963 Check Date: 03/04/2021 Vendor: FEE01 Charles Feenstra W21222-11 Retiree Health Ins Reimb. March 2021 03/04/2021 Retiree 78.53 Check Total: 78.53 Check No: 18964 Check Date: 03/04/2021 Vendor: Follweil Jo Ellen Perry W21222-12 Retiree Health Ins Reimb. March 2021 03/04/2021 Retiree 443.43 Check Total: 443.43 Check No: 18965 Check Date: 03/04/2021 Vendor: Frey Randy Frey W21222-13 Retiree Health Ins Reimb. March 2021 03/04/2021 Retiree 607.78 Check Total: 607.78 Check No: 18966 Check Date: 03/04/2021 Vendor: Fri005 Leonard Frisbie W21222-14 Retiree Health Ins Reimb. March 2021 03/04/2021 Retiree 99.00 Check Total: 99.00 Check No: 18967 Check Date: 03/04/2021 Vendor: GAR18 Lee Gardner W21222-28 Retiree Health Ins Reimb. March 2021 03/04/2021 Retiree Health 206.97 Check Total: 206.97 Check No: 18968 Check Date: 03/04/2021 Vendor: Gar27 Kenneth Garrett W21222-15 Retiree Health Ins Reimb. March 2021 03/04/2021 Retiree 713.01 Check Total: 713.01 Check No: 18969 Check Date: 03/04/2021 Vendor: GORO1 Marcia Gordon W21222-16 Retiree Health Ins Reimb. March 2021 03/04/2021 Retiree 370.00 Check Total: 370.00 Check No: 18970 Check Date: 03/04/2021 Vendor: Gro08 James F. Groos Acct # 1354 W21222-17 Retiree Health Ins Reimb. March 2021 03/04/2021 Retiree 72.00 Check Total: 72.00 Check No: 18971 Check Date: 03/04/2021 Vendor: Guidry Jacqueline Guidry W21222-18 Retiree Health Ins Reimb. March 2021 03/04/2021 Retiree 168.56 Check Total: 168.56 Check No: 18972 Check Date: 03/04/2021 Vendor: HAGENOI Don Hagen Acct # 2808091165 W21222-19 Retiree Health Ins Reimb. March 2021 03/04/2021 Retiree 168.56 Check Total: 168.56 Check No: 18973 Check Date: 03/04/2021 Vendor: HAL03 Michele Hall W21222-20 Retiree Health Ins Reimb. March 2021 03/04/2021 Retiree 643.29 Check Total: 643.29 Check No: 18974 Check Date: 03/04/2021 Vendor: HAR34 Darrell Hardin Acct # 0359341880 W21222-21 Retiree Health Ins Reimb. March 2021 03/04/2021 Retiree 506.96 Check Total: 506.96 Check No: 18975 Check Date: 03/04/2021 Vendor: HEGO1 Cheryl Heggstrom W21222-22 Retiree Health Ins Reimb. March 2021 03/04/2021 Retiree 40.00 Check Total: 40.00 Check No: 18976 Check Date: 03/04/2021 Vendor: JOH10 James Johnson Acct # 5331706886 W21222-23 Retiree Health Ins Reimb. March 2021 03/04/2021 Retiree 1,152.07 Check Total: 1,152.07 Page 13 City of Seal Beach Accounts Payable Printed: 03/12/2021 15:32 User:vrodriguez Checks by Date - Detail By Check Date Detail Check Amount Check No: 18977 Check Date: 03/04/2021 Vendor: Kling Helen Kling W21222-24 Retiree Health Ins Reimb. March 2021 03/04/2021 Retiree 268.71 Check Total: 268.71 Check No: 18978 Check Date: 03/04/2021 Vendor: KROGMAN Gary Krogman W21222-25 Retiree Health Ins Reimb. March 2021 03/04/2021 464.83 Check Total: 464.83 Check No: 18979 Check Date: 03/04/2021 Vendor: LaVelle Ronald LaVelle W21222-26 Retiree Health Ins Reimb. March 2021 03/04/2021 Retiree Health 1,085.07 Check Total: 1,085.07 Check No: 18980 Check Date: 03/04/2021 Vendor: Law41 Ronald Lawson W21222-27 Retiree Health Ins Reimb. March 2021 03/04/2021 Retiree 199.00 Check Total: 199.00 Check No: 18981 Check Date: 03/04/2021 Vendor: Lindasu Lindasu McDonald Acct 7987850281 W21222-29 Retiree Health Ins Reimb. March 2021 03/04/2021 463.56 Check Total: 463.56 Check No: 18982 Check Date: 03/04/2021 Vendor: MAI Jill Maiten- Acct # 6719873306 W21222-30 Retiree Health Ins Reimb. March 2021 03/04/2021 Retiree 211.99 Check Total: 211.99 Check No: 18983 Check Date: 03/04/2021 Vendor: Masankay Norberto Masangkay W21222-31 Retiree Health Ins Reimb. March 2021 03/04/2021 Retiree 182.64 Check Total: 182.64 Check No: 18984 Check Date: 03/04/2021 Vendor: MCGO1 Kathleen McGlynn W21222-32 Retiree Health Ins Reimb. March 2021 03/04/2021 Retiree 245.21 Check Total: 245.21 Check No: 18985 Check Date: 03/04/2021 Vendor: MILLER01 Joseph Miller IV W21222-33 Retiree Health Ins Reimb. March 2021 03/04/2021 1,455.44 Check Total: 1,455.44 Check No: 18986 Check Date: 03/04/2021 Vendor: MOU01 Moulton, Kay W21222-34 Retiree Health Ins Reimb. March 2021 03/04/2021 Retiree 242.96 Check Total: 242.96 Check No: 18987 Check Date: 03/04/2021 Vendor: MUL02 Mullins, Robert W21222-35 Retiree Health Ins Reimb. March 2021 03/04/2021 1,151.93 Check Total: 1,151.93 Check No: 18988 Check Date: 03/04/2021 Vendor: NET03 James E. Nettleton W21222-36 Retiree Health Ins Reimb. March 2021 03/04/2021 Retiree 556.94 Check Total: 556.94 Check No: 18989 Check Date: 03/04/2021 Vendor: Olson Timothy Olson W21222-37 Retiree Health Ins Reimb. March 2021 03/04/2021 1,085.21 Check Total: 1,085.21 Check No: 18990 Check Date: 03/04/2021 Vendor: PAA01 Rick Paap W21222-38 Retiree Health Ins Reimb. March 2021 03/04/2021 Retiree 92.63 Check Total: 92.63 Check No: 18991 Check Date: 03/04/2021 Vendor: PAL05 Marcie Palmitier W21222-39 Retiree Health Ins Reimb. March 2021 03/04/2021 Retiree 206.97 Check Total: 206.97 Page 14 City of Sea] Beach Accounts Payable Printed: 03/12/2021 15:32 User:vrodriguez Checks by Date - Detail By Check Date Detail Check Amount Check No: 18992 Check Date: 03/04/2021 Vendor: PIC06 Stacy Picascia W21222-40 Retiree Health Ins Reimb. March 2021 03/04/2021 Retiree 238.25 Check Total: 238.25 Check No: 18993 Check Date: 03/04/2021 Vendor: RAN03 Ransdell, Rick W21222-41 Retiree Health Ins Reimb. March 2021 03/04/2021 900.20 Check Total: 900.20 Check No: 18994 Check Date: 03/04/2021 Vendor: Risinger Mark Risinger W21222-42 Retiree Health Ins Reimb. March 2021 03/04/2021 Retiree 1,350.20 Check Total: 1,350.20 Check No: 18995 Check Date: 03/04/2021 Vendor: R0001 Dennis Root Acct # 2858968270 W21222-43 Retiree Health Ins Reimb. March 2021 03/04/2021 Retiree 619.50 Check Total: 619.50 Check No: 18996 Check Date: 03/04/2021 Vendor: SCOTT03 John Scott W21222-44 Retiree Health Ins Reimb. March 2021 03/04/2021 1,833.44 Check Total: 1,833.44 Check No: 18997 Check Date: 03/04/2021 Vendor: SERNA Serna, Paul W21222-45 Retiree Health Ins Reimb. March 2021 03/04/2021 Retiree Health 464.76 Check Total: 464.76 Check No: 18998 Check Date: 03/04/2021 Vendor: SHIM Vicki Shirley W21222-46 Retiree Health Ins Reimb. March 2021 03/04/2021 Retiree 115.78 Check Total: 115.78 Check No: 18999 Check Date: 03/04/2021 Vendor: SIDES Pam Sides W21222-47 Retiree Health Ins Reimb. March 2021 03/04/2021 Retiree 168.56 Check Total: 168.56 Check No: 19000 Check Date: 03/04/2021 Vendor: STA04 Steve Staley Acct # 78663009 W21222-48 Retiree Health Ins Reimb. March 2021 03/04/2021 Retiree 238.25 Check Total: 238.25 Check No: 19001 Check Date: 03/04/2021 Vendor: STA57 Robert Stanzione W21222-49 Retiree Health Ins Reimb. March 2021 03/04/2021 Retiree 283.88 Check Total: 283.88 Check No: 19002 Check Date: 03/04/2021 Vendor: STE04 Michele Stearns W21222-50 Retiree Health Ins Reimb. March 2021 03/04/2021 Retiree Health 149.99 Check Total: 149.99 Check No: 19003 Check Date: 03/04/2021 Vendor: STI01 Stephanie Stinson W21222-51 Retiree Health Ins Reimb. March 2021 03/04/2021 Retiree 21.78 Check Total: 21.78 Check No: 19004 Check Date: 03/04/2021 Vendor: STO05 Steve Stockett W21222-52 Retiree Health Ins Reimb. March 2021 03/04/2021 Retiree 359.53 Check Total: 359.53 Check No: 19005 Check Date: 03/04/2021 Vendor: SUL07 Patrick Sullivan W21222-53 Retiree Health Ins Reimb. March 2021 03/04/2021 Retiree 550.70 Check Total: 550.70 Check No: 19006 Check Date: 03/04/2021 Vendor: VAN02 David Van Holt W21222-54 Retiree Health Ins Reimb. March 2021 03/04/2021 Retiree 102.78 Check Total: 102.78 Page 15 City of Seal Beach Accounts Payable Printed: 03/12/2021 15:32 User:vrodriguez Checks by Date - Detail By Check Date Detail Check Amount Check No: 19007 Check Date: 03/04/2021 Vendor: Vilensky Kevin Vilensky W21222-55 Retiree Health Ins Reimb. March 2021 03/04/2021 Retiree 168.56 Check Total: 168.56 Check No: 19008 Check Date: 03/04/2021 Vendor: WACO2 John Wachtman W21222-56 Retiree Health Ins Reimb. March 2021 03/04/2021 Retiree 556.94 Check Total: 556.94 Check No: 19009 Check Date: 03/04/2021 Vendor: WALTON Karen Walton W21222-57 Retiree Health Ins Reimb. March 2021 03/04/2021 970.88 Check Total: 970.88 Check No: 19010 Check Date: 03/04/2021 Vendor: Watson02 Jeff Watson W21222-58 Retiree Health Ins Reimb. March 2021 03/04/2021 Retiree 369.76 Check Total: 369.76 Check No: 19011 Check Date: 03/04/2021 Vendor: WHI16 Lee Whittenberg W21222-59 Retiree Health Ins Reimb. March 2021 03/04/2021 Retire 556.94 Check Total: 556.94 Check No: 19012 Check Date: 03/04/2021 Vendor: ZAH03 Michael Zaharas W21222-60 Retiree Health Ins Reimb. March 2021 03/04/2021 Retiree 151.78 Check Total: 151.78 Check No: 19013 Check Date: 03/04/2021 Vendor: ZAN01 Dean Zanone W21222-61 Retiree Health Ins Reimb. March 2021 03/04/2021 Retiree 328.00 Check Total: 328.00 Check No: 19014 Check Date: 03/04/2021 Vendor: MEEHAN01 Paul W. Meehan W20647 Return Currency Case#21-00286/Rec580353 02/22/2021 39,300.00 Check Total: 39,300.00 Date Totals: 521,733.65 Check No: 19015 Check Date: 03/12/2021 Vendor: CAL146 California State Disbursement Case Number 200000002156093 03/10/2021 372.46 Check Total: 372.46 Check No: 19016 Check Date: 03/12/2021 Vendor: cea City Employees Associates PR Batch 5 3 2021 SBMMA Dues - CEA 03/10/2021 64.61 Check Total: 64.61 Check No: 19017 Check Date: 03/12/2021 Vendor: CIT48 SBSPA PR Batch 5 3 2021 SBSPA Dues (CEA) 03/10/2021 219.26 Check Total: 219.26 Check No: 19018 Check Date: 03/12/2021 Vendor: OCE01 O.C.E.A. PR Batch 5 3 2021 OCEA Dues 03/10/2021 216.04 Check Total: 216.04 Check No: 19019 Check Date: 03/12/2021 Vendor: PMA Seal Beach Police Management Association PR Batch 5 3 2021 PMA Dues 03/10/2021 400.00 Check Total: 400.00 Check No: 19020 Check Date: 03/12/2021 Vendor: POA01 Seal Beach Police Officers Assoc PR Batch 5 3 2021 POA Dues 03/10/2021 1,400.00 Check Total: 1,400.00 Check No: 19021 Check Date: 03/12/2021 Vendor: SBMSMA SBMSMA PR Batch 5 3 2021 SBMSMA Dues 03/10/2021 34.62 Page 16 City of Sea] Beach Accounts Payable Printed: 03/12/2021 15:32 User:vrodriguez Checks by Date - Detail By Check Date Detail Check No: 19022 Check Date: 03/12/2021 Vendor: USB US Bank Pars 6746022400 PR Batch 5 3 2021 PARS Employee Portion PR Batch 5 3 2021 PARS Employer Portion 03/10/2021 03/10/2021 Check Total: Check Total: Date Totals: Report Total: Check Amount 34.62 2,450.60 513.83 2,964.43 5,671.42 527,405.07 Page 17 CITY OF SEAL BEACH Preliminary Investment Report 2128/2021 Investments: iAIF City LAIF Successor Agency Securities Total Investments: Cash. Deposits. & Accrued Interest: Bank of the West General Account Bank of the West Successor Agency Less outstanding checks/ACH Farmers & Merchants Bank (Parking) Cash with Bank of New York Total Cash & Deposits: Total investments, Cash, and Deposits: In compliance with the California Government Code Section 53646 and Resolution Number 6038; the City Treasurer of Seal Beach hereby certifies that sufficient investment liquidity and anticipated revenue are available to meet the City's budgeted expenditure requirements for the next six months. Investments in this report meet the requirements of the City of Seal Beach's adopted investment policy. Respectfully submitted, — W* Kelly Telford Director of Finance/City Treasurer Book Value Market Value 16,123,649.29 16,123,649.29 390.21 390.21 28,132,438.39 28,869,330.91 44,256,477.89 44,993,370.41 1,868,723.33 27,514.46 (320,139.87) 6,191.25 298,464.05 1,880,753.22 46,137,231.11 NOTED AND APPROVED: qsLtc, Jill R. IngTA City Manager Issuer CITY OF SEAL BEACH Preliminary Investments Detail Report 2/28/2021 Years to Source of Market Settlement Date Maturity Date Interest Rate Book Value Market Value Maturity Valuation /AIF CITY; NIA NIA 0.407% 16,123,649.29 16,123,649.29 N/A LAW Statement LAIFRDA: N/A N/A 0.407% 390.21 390.21 N/A LAIF Statement Total LAIR 16,124,039.50 16,124,039.50 US Treasury Notes 01/04/18 03/31/22 1.875% 271,637.69 280,242.19 1.08 Bank of New York US Treasury Notes 09/06/18 03/31/22 1.875% 718,175.78 754,106.25 1.08 Bank of New York US Treasury Notes 08/03/18 03/31/22 1.875% 967,187.50 1,019,062.50 1.08 Bank of New York US Treasury Notes 08/31/17 07/31/22 2.000% 556,810.55 564,609.38 1.42 Bank of New York US Treasury Notes 10/06/17 09/30/22 1.750% 406,508.59 420,442.21 1.59 Bank of New York US Treasury Notes 06/06/18 09/30/22 1.750% 623,466.80 666,554.72 1.59 Bank of New York US Treasury NIB Notes 05/04/18 10/31/22 2.000% 64,764.92 69,083.28 1.67 Bank of New York US Treasury Notes 07/05/18 02/28/23 1.500% 118,261.72 128,378.90 2.00 Bank of New York US Treasury Notes 02/12/19 03/31/23 1.500% 197,448.63 210,733.60 2.08 Bank of New York US Treasury Notes 03/15/19 06/30/23 1.375% 316,258.59 339,075.00 2.33 Bank of New York US Treasury Notes 02/12/19 07/31/23 1.250% 199,491.80 215,315.63 2.42 Bank of New York US Treasury Notes 03/08!19 11/15/23 2.750% 580,817.38 613,992.19 2.71 Bank of New York US Treasury Notes 01/09/19 11/30/23 2.125% 712,029.30 762,496.13 2.75 Bank of New York US Treasury NIB 01/31/19 12/31/23 2.625% 125,371.09 133,359.38 2.84 Bank of New York US Treasury NIB 06/05/19 04/30/24 2.000% 964,350.00 1,010,700.00 3.17 Bank of New York US Treasury NIB 07/03/19 06/30/24 2.000% 282,887.50 295,225.00 3.34 Bank of New York US Treasury NIB 09/05/19 08/31/24 1.875% 718,238.28 735,875.00 3.51 Bank of New York US Treasury NIB 10/01/19 09/30/24 2.125% 226,264.84 233,406.25 3.59 Bank of New York US Treasury NIB 10/03/19 09/30/24 2.125% 319,263.67 328,890.63 3.59 Bank of New York US Treasury NIB 11/05/19 10/31/24 2.250% 371,770.31 383,962.50 3.67 Bank of New York US Treasury NIB 01/07/20 11/30/24 2.125% 306,949.22 318,656.25 3.76 Bank of New York US Treasury NIB 12/04/19 11/30/24 2.125% 683,766.41 711,665.63 3.76 Bank of New York US Treasury NIB 03/04/20 02/15/25 2.000% 158,314.45 158,835.93 3.97 Bank of New York US Treasury NIB 01/12/21 12/31/25 0.375% 139,146.88 137,878.13 4.84 Bank of New York US Treasury Notes 02/26/21 01/31/26 0.375% 146,894.53 147,585.93 4,93 Bank of New York US Treasury Notes 02/05/21 01/31/26 2.625% 409,370.31 404,456.25 4.93 Bank of New York Intl Bk Recon & Develop Corp 11/24/20 11/24/23 0.250% 214,537.75 214,854.02 2.74 Bank of New York CA ST TXBL Go Bonds 10/24/19 10/01/23 2.400% 275,402.70 284,742.00 2.59 Bank of New York MS ST TXBL Go Bonds 08/06/20 11/01/24 0.565% 250,000.00 249,845.00 3.68 Bank of New York OR ST Dept Trans TXBL Rev Bonds 09/17!20 11/15/24 0.566% 195,000.00 194,508.60 3.72 Bank of New York UNIV OF CAL TXBL REV Bonds 07/16/20 05/15/25 0.883% 100,362.00 101,133.00 4.21 Bank of New York FL ST Board of Admin TXBL Rev Bonc 09/16/20 07/01/25 1.258% 60,424.20 60,708.00 4.34 Bank of New York FL ST Board of Admin TXBL Rev Bonc 09/16/20 07/01/25 1.258% 155,000.00 156,829.00 4.34 Bank of New York Los Angeles CCD, CA TABL Go Bonde 11/10/20 08/01/25 0.773% 110,000.00 109,122.20 4.42 Bank of New York NJ TPK Auth-B-TXBL Municipal Bond: 02/04/21 01/01/26 1.047% 60,000.00 59,785.80 4.84 Bank of New York FH MS K043 A2 03/25/20 12/01/24 3.062% 162,677.34 168,123.85 3.76 Bank of New York Fannie Mae Notes 06/29/17 04/05/22 1.875% 489,926.50 499,483.95 1.10 Bank of New York Freddie Mac Notes (CALLABLE) 08/06/20 02/06/23 0.300% 685,000.00 685,549.37 1.94 Bank of New York Federal Home Loan Banks Notes 02/21/20 02/17/23 1.375% 374,310.00 383,806.13 1.97 Bank of New York Fannie Mae Notes 05/22/20 05/22/23 0.250% 433,690.65 435,627.27 2.23 Bank of New York Freddie Mac Notes 01/09/19 06/19/23 2.750% 755,265.00 793,952.25 2.30 Bank of New York Freddie Mac Notes 06/26/20 06/26/23 0.250% 388,861.20 390,496.08 2.32 Bank of New York Fannie Mae Notes 07/10/20 07/10/23 0.250% 553,806.75 555,999.56 2.36 Bank of New York CITY OF SEAL BEACH Preliminary Investments Detail Report 2/2812021 Total Investments: 44,256,477.89 44,993,370.41 Years to Source of Market Issuer Settlement Date Maturity Date Interest Rate Book Value Market Value Maturity Valuation Freddie Mac Notes 08/21/20 08/24/23 0.250% 259,734,80 260,428.22 2.48 Bank of New York Fannie Mae Notes 12/06/18 09/12/23 2.875% 688,606.20 736,323.15 2.54 Bank of New York Federal Farm Credit Sank (Callable) 10/09/20 09/21/23 0.250% 259,558.00 259,813.32 2.56 Bank of New York Freddie Mac Notes 12/04/20 12/04/23 0.250% 234,767.35 234,784.27 2.76 Bank of New York Federal Home Loan Banks Notes 01/31/19 12/08/23 3.375% 360,315.86 379,827.35 2.78 Bank of New York Fannie Mae Notes 02108!19 02/05/24 2.500% 273,977.00 292,593.40 2.94 Bank of New York Federal Home Loan Bank Notes 04/16/20 04/14/25 0.500% 278,611.20 279,58028 4.13 Bank of New York Fannie Mae Notes 06/05/20 04/22/25 0.625% 366,868.80 366,016.89 4.15 Bank of New York Fannie Mae Notes 04124!20 04/22/25 0-625% 379,217.20 381,058.68 4.15 Bank of New York Fannie Mae Notes 10/05/20 06/17/25 0.500% 301,407.00 298,389.90 4.30 Bank of New York Fannie Mae Notes 06/19/20 06/17/25 0.500% 434,099.55 432,665.36 4.30 Bank of New York Freddie Mac Notes 07/23/20 07/21/25 0.375% 263,680.30 261,774.16 4.39 Bank of New York Fannie Mae Notes 08/27/20 08/25/25 0.375% 278,689.60 276,519.32 4.49 Bank of New York Fannie Mae Notes 10/22/20 08/25/25 0.375% 601,726.95 597,479.25 4.49 Bank of New York Freddie Mac Notes 09/25/20 09/23/25 0.375% 403,780.95 399,518.73 4.57 Bank of New York Freddie Mac Notes 11/12/20 11/07/25 0.500% 259,069.20 257,407.80 4.69 Bank of New York Freddie Mac Notes 11/24/20 11/07/25 0.500% 319,878.40 316,809.60 4.69 Bank of New York Pepsico Inc Corp Note 10/10/17 04/15/21 2.000% 319,936.00 320,431.68 0.13 Bank of New York Bank of New York 09/11/17 04/15/21 2.500% 508,860.00 499,994.00 0.13 Bank of New York Bank of America Corp 11/03/17 04/19/21 2.625% 45,337.05 45,149.54 0.14 Bank of New York Citigroup Inc Corp 11/22/17 12/08/21 2.900% 261,775.80 264,550.26 0.78 Bank of New York American Express Credit Corp 04/05/18 03/03/22 2.700% 195,958.00 204,249.80 1.01 Bank of New York BB&T CORP 04/05/18 04/01/22 2.750% 132,493.05 138,379.59 1.09 Bank of New York National Rural Util Coop Corp 04/05/18 04/25/22 2.400% 243,162.50 255,634.75 1.15 Bank of New York JPMorgan Chase&Co Corp Notes 04/05/18 09/23/22 3.250% 264,189.10 277,331.25 1.57 Bank of New York Adobe Inc Corp Note 02/03/20 02/01/23 1.700% 99,863.00 102,692.20 1.93 Bank of New York Caterpillar Fin Services Corp 04/05/18 03/01/23 2.625% 243,572.50 261,028.75 2.00 Bank of New York Home Depot Inc Corp 04/05/18 04/01/23 2.700% 245,250.00 261,195.50 2.09 Bank of New York American honda Finance 01/10!20 05/10/23 1.950% 199,926.00 206,733.20 2.19 Bank of New York Apple Inc Corporate Notes 05/11/20 05/11/23 0.750% 164,551.20 166,555.62 2.20 Bank of New York Toyota Motor Credit Corp 01/31/19 01/08/24 3.350% 166,277,10 178,185.81 2.86 Bank of New York PFIZER Inc 04/04/19 03/15/24 2.950% 202,420.00 214,183.80 3.04 Bank of New York Bank of America Corp 10/21/20 10/24/24 0.810% 215,000.00 216,994.99 3.65 Bank of New York Novartis Capital Corp 05/11/20 02/14/25 1.750% 280,381.50 278,905.41 3.96 Bank of New York Mastercard Inc Corporate Notes 05/06/20 03/03/25 2.000% 219,095.10 217,970.76 4.01 Bank of New York Goldman Sachs Group Corp 02/17/21 05/22/25 3.750% 217,850.10 214,924.32 4.23 Bank of New York Bristol-Myers Squibb Co Corp 09/30/20 08/15/25 3.875% 102,841.20 100,754.91 4.46 Bank of New York Credit Agricole CIB NY Cert Depos 04/04/19 04/02/21 2.830% 255,000.00 255,658.16 0.09 Bank of New York Credit Suisse New York Cert Depos 08/07/20 02101/22 0.520% 220,000.00 220,610.06 0.93 Bank of New York Societe Generale NYCert Dep 02/19/20 02/14/22 1.800% 275,000.00 278,753.75 0.96 Bank of New York Sumitomo Mitsui Bank NY 07/14/20 07/08/22 0.700% 220,000.00 221,375.00 1.36 Bank of New York Nordea Bank ABP New York Cert Dep( 08/29/19 08126/22 1.850% 395,000.00 404,816.94 1.49 Bank of New York Skandinaviska Enskilda Banken 09/03/19 08/26/22 1.860% 420,000.00 430,500.84 1.49 Bank of New York DN B Bank ASAINY LTT CD 12/06/19 12/02/22 2.040% 205,000.00 211,625.40 1.76 Bank of New York Total Securities 28,132,438.39 28,869,330.91 Total Investments: 44,256,477.89 44,993,370.41 i�0� SEA('ec�9ti f� G� nyy AGENDA STAFF REPORT �1'',,C'QCIFORN�P'r DATE: March 22, 2021 TO: Honorable Mayor and City Council THRU: Jill R. Ingram, City Manager FROM: Steve Myrter, P.E., Director of Public Works SUBJECT: West Orange County Water Board Fiscal Year 2021-2022 Operating Budget SUMMARY OF REQUEST: That the City Council adopt Resolution 7120 approving the Fiscal Year 2021-2022 budget of the West Orange County Water Board (WOCWB). BACKGROUND AND ANALYSIS: The WOCWB is a Joint Powers Authority (JPA) comprised of the cities of Garden Grove, Seal Beach, Huntington Beach, and Westminster who own and operate the OC -9 and OC -35 pipelines for the purpose of purchasing imported water from the Municipal Water District of Orange County (MWDOC) and transporting it to the WOCWB cities. The WOCWB is governed by five elected officials from each of the JPA cities. Council Member Sustarsic represents the City of Seal Beach. All of the member cities including Seal Beach save funds through joint ownership of WOCWB's pipeline conveyance system. Seal Beach owns 14.3 percent of this system. The total WOCWB budget for Fiscal Year 2021022 is $1,649,000, which includes $124,000 for the operating budget, $525,000 in debt service for the OC - 35 realignment project reimbursement agreement with OCTA, and $1,000,000 for the Cathodic Protection project. The City of Seal Beach's net share is $267,360. The WOCWB reviewed the proposed budget at their February 20, 2021 quarterly board meeting and approved a motion to recommend approval of each member agency's proportionate share at their next respective City Council meetings. ENVIRONMENTAL IMPACT: This item is not subject to the California Environmental Quality Act ("CEQA") under Section 15061(b)(3) of the state CEQA Guidelines because it can be seen with certainty that approval of the WOCWB's Fiscal Year 2021-2022 budget will not have a significant effect on the environment. Agenda Item D LEGAL ANALYSIS: The City Attorney has reviewed the resolution and approved as to form. FINANCIAL IMPACT: This is a routine annual expense of the water utility and will be budgeted to the FY2021-2022 Water Operating Budget. There is no General Fund impact. STRATEGIC PLAN: This item is not applicable to the Strategic Plan. MEASURE BB: This item is not applicable to Measure BB, the Seal Beach Neighborhood and Essential Services Protection Measure. RECOMMENDATION: That the City Council adopt Resolution 7120 approving the Fiscal Year 2020-2021 budget of the West Orange County Water Board. SUBMITTED BY: Steve Myrter Steve Myrter, P.E., Director of Public Works ATTACHMENTS: NOTED AND APPROVED: Jill R. Ingram Jill R. Ingram, City Manager A. Resolution 7120 B. Fiscal Year 2021-2022 Budget Draft Allocation of Costs by Agency Page 2 RESOLUTION 7120 A RESOLUTION OF THE SEAL BEACH CITY COUNCIL APPROVING THE WEST ORANGE COUNTY WATER BOARD FISCAL YEAR 2021-2022 OPERATING BUDGET THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE: SECTION 1. The City Council hereby approves the proposed budget of the West Orange County Water Board (Board) for Fiscal Year 2021-2022. The total operating expenses for the Board are $1,649,000. Seal Beach's net share of the amount is $267,360. PASSED, APPROVED and ADOPTED by the Seal Beach City Council at a regular meeting held on the 22nd day of March, 2021 by the following vote: AYES: Council Members NOES: Council Members ABSENT: Council Members ABSTAIN: Council Members Joe Kalmick, Mayor ATTEST: Gloria D. Harper, City Clerk STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } I, Gloria Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7120 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 22nd day of March, 2021. Gloria D. Harper, City Clerk WEST ORANGE COUNTY WATER BOARD DRAFT FISCAL YEAR 2021-22 BUDGET FY 20-21 FY 21-22 Approved Proposed ACCOUNT NUMBER ACCOUNT DESCRIPTION *Cities of Huntington Beach and Seal Beach for OC -35 realignment project loan January 13, 2021 OPERATING EXPENSES 50885101.61200 Electricity $4,500 $4,500 50885101.64620 Contracts for Repairs and Maintenance $50,000 $40,000 PLC Design for SCADA $25,000 $25,000 Vault (2) Refurbishment $20,000 $30,000 50885101.69345 Auditing $5,500 $5,500 50885101.69375 Attorney Fees $2,500 $2,500 50885101.69365 Other Contract Services $2,000 $2,000 50885101.73010 General/Liability Insurance $9,500 $9,500 50885101.75400 Board Stipend Expense $2,500 $2,500 50885101.79100 Contingency $2,500 $2,500 50885101.82100 Cathodic Protection $1,000,000 $1,000,000 OPERATING EXPENSES $1,124,000 $1,124,000 NON OPERATING EXPENDITURES 50885102.88010 Debt Service* $525,000 $525,000 TOTAL $1,649,000 $1,649,000 *Cities of Huntington Beach and Seal Beach for OC -35 realignment project loan January 13, 2021 DRAFT FY 21-22 BUDGET AGENCY CONTRIBUTIONS Operating Budget (Including Cathodic Protection) ACCOUNT NUMBER AGENCY OWNERSHIP PERENTAGE FY 21/22 COST 50800508.46610 Huntington Beach 56.1 $630,564 50800508.46620 Garden Grove 4.2 $47,208 50800508.46630 Seal Beach 14.3 $160,732 50800508.46640 Westminster 25.4 $285,496 $0 Totals 100.0 $1,124,000 Fourth Year OC -35 Relocation Project Loan Payment 50800508.46610 Huntington Beach 56.1 $418,372 50800508.46620 Garden Grove* 4.2 $0 50800508.46630 Seal Beach 14.3 $106,628 50800508.46640 Westminster* 25.4 $0 Totals 100.0 $525,000 *Garden Grove and Westminster have paid off their portions of the loan Total Proposed Budget 50800508.46610 Huntington Beach 56.1 $1,048,936 50800508.46620 Garden Grove* 4.2 $47,208 50800508.46630 Seal Beach 14.3 $267,360 50800508.46640 Westminster* 25.4 $285,496 Total Budget $1,649,000 January 13, 2021 i�0� SEA('ec�9ti f� G� nyy AGENDA STAFF REPORT �1'',,C'QCIFORN�P'r DATE: March 22, 2021 TO: Honorable Mayor and City Council THRU: Jill R. Ingram, City Manager FROM: Steve Myrter, P.E., Director of Public Works SUBJECT: Notice of Completion for Fire Hydrant Relocation at Seal Beach Boulevard and Pacific Coast Highway, CIP WT2108 SUMMARY OF REQUEST: That the City Council adopt Resolution 7121: 1. Accepting the Fire Hydrant Relocation at Seal Beach Boulevard and Pacific Coast Highway, CIP WT2108, by Cedro Construction, Inc. of $44,756; and, 2. Directing the City Clerk to file a "Notice of Completion" with the Orange County Clerk -Recorder within fifteen (15) days from the date of acceptance and to release retention 35 days after recordation of the Notice of Completion contingent upon no claims being filed on the Project. BACKGROUND AND ANALYSIS: The State of California - Department of Transportation (Caltrans) issued Notice to Owner Number 12-1392 regarding the SR -1 (Pacific Coast Highway) project within the City of Seal Beach that required the relocation of an existing fire hydrant at the southwest intersection corner of Seal Beach Boulevard and Pacific Coast Highway. On December 14, 2020, the City Council adopted Resolution 7095, and awarded a construction contract to Cedro Construction, Inc. for the Project in the amount of $41,000 and established a construction contingency not -to -exceed amount of $10,000. The Project has been completed to the satisfaction of the City Engineer. The Project was inspected and meets all standards and requirements within the Project specifications. It is requested that the City Council formally accept the Project and direct staff to file a Notice of Completion with the Orange County Clerk's Office, and release the retention 35 days after recordation of the Notice of Completion contingent upon no claims being filed on the Project. Agenda Item E ENVIRONMENTAL IMPACT: This Project complies with all requirements of the California Environmental Quality Act (CEQA) and is categorically exempt under Section 15301 Class 1 Subsection (c). LEGAL ANALYSIS: The City Attorney has reviewed and approved the resolution as to form. FINANCIAL IMPACT: The approved construction contract budget plus established construction contingency totals $51,000. The table below presents a breakdown of the total construction Project cost: Description Amount Construction Base Bid Items $ 41,000.00 Contract Change Orders $ 3,756.00 Project Cost $ 44,756.00 One (1) change order in the amount of $3,756 was issued to provide waterline testing and sampling. STRATEGIC PLAN: This item is not applicable to the Strategic Plan. MEASURE BB: This item is not applicable to Measure BB, the Seal Beach Neighborhood and Essential Services Protection Measure. RECOMMENDATION: That the City Council adopt Resolution 7121: 1. Accepting the Fire Hydrant Relocation at Seal Beach Boulevard and Pacific Coast Highway, CIP WT2108, by Cedro Construction, Inc. of $44,756; and, 2. Directing the City Clerk to file a "Notice of Completion" with the Orange County Clerk -Recorder within fifteen (15) days from the date of acceptance and to release retention 35 days after recordation of the Notice of Completion contingent upon no claims being filed on the Project. Page 2 SUBMITTED BY: Steve Myrter Steve Myrter, P.E., Director of Public Works NOTED AND APPROVED: Jill R. Ingram Jill R. Ingram, City Manager Prepared by: Iris Lee, Deputy Public Works Director/City Engineer ATTACHMENTS: A. Resolution 7121 B. Notice of Completion Page 3 RESOLUTION 7121 A RESOLUTION OF THE SEAL BEACH CITY COUNCIL ACCEPTING COMPLETION OF THE FIRE HYDRANT RELOCATION AT SEAL BEACH BOULEVARD AND PACIFIC COAST HIGHWAY, CIP WT2108, AND DIRECTING THE FILING OF A NOTICE OF COMPLETION FOR THE PROJECT THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE: Section 1. The City accepts the completion of the Fire Hydrant Relocation at Seal Beach Boulevard and Pacific Coast Highway, CIP WT2108, (Project) by Cedro Construction, Inc. in the amount of $44,756 for the work performed. Section 2. The City Clerk is hereby directed to file a "Notice of Completion" for the Project with the Orange County Clerk -Recorder within fifteen (15) days of the date of this resolution and to release retention 35 days after the recordation of the Notice of Completion contingent upon no claims being filed on the Project. PASSED, APPROVED AND ADOPTED by the Seal Beach City Council at a regular meeting held on the 22nd day of March, 2021 by the following vote: AYES: Council Members NOES: Council Members ABSENT: Council Members ABSTAIN: Council Members Joe Kalmick, Mayor ATTEST: Gloria D. Harper, City Clerk STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7121 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 22nd day of March, 2021. Gloria D. Harper, City Clerk RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO CITY OF SEAL BEACH Attn: City Clerk 211 - 8th Street Seal Beach, CA 90740 Space of above this line for Recorder's use. *** No Recording Fee Pursuant to Government Code Section 6103, 27383 **** NOTICE OF COMPLETION Notice pursuant to Civil Code Section 9204, must be filed within 15 days after completion. Notice is hereby given that: 1. The undersigned is owner or corporate officer of the owner of the interest or estate stated below in the property hereinafter described: 2. The full name of the owner is: City of Seal Beach. 3. The address of the owner is: 211 — 8th Street, Seal Beach, CA 90740. 4. The nature of the interest or estate of the owner is: In Fee. The City of Seal Beach. 5. A work of improvement on the property hereinafter is described as substantially completed on January 27, 2021. The work was Fire Hydrant Relocation at Seal Beach Boulevard and Pacific Coast Highway, CIP WT2108. 6. The name of the contractor(s), if any, for such improvement was: Cedro Construction, Inc.. The date of the Contract Award was December 14, 2020. 7. The property on which said work of improvement was completed in the City of Seal Beach, County of Orange, State of California, and is described as follows: Seal Beach Boulevard and Pacific Coast Highway. Date: Director of Public Works, P.E, City of Seal Beach Signature of owner or corporate officer of owner named in paragraph 2 or agent. VERIFICATION I, the undersigned, say: the Director of Public Works declarant of the foregoing notice of completion; have read said notice of completion and know the contents thereof; the same is true of my own knowledge. I declare under penalty of perjury the foregoing is true and correct. Executed on , 2021, at Seal Beach, California. (Date of Signature) Director of Public Works, City of Seal Beach i�0� SEA('ec�9ti f� G� nyy AGENDA STAFF REPORT �1'',,C'QCIFORN�P'r DATE: March 22, 2021 TO: Honorable Mayor and City Council THRU: Jill R. Ingram, City Manager FROM: Kelly Telford, CPA, Finance Director/Treasurer SUBJECT: Approving and Authorizing the City Manager to Execute a Master Service Agreement with InfoSend, Inc. for Print and Mail Services SUMMARY OF REQUEST: That the City Council adopt Resolution 7122: 1. Approving a master services agreement with InfoSend, Inc. to provide print and mail services for a three-year term; and, 2. Authorizing the City Manager to execute the Agreement; and, 3. Authorizing the City Manager the discretion to extend the Agreement up to two additional years. BACKGROUND AND ANALYSIS: The City of Seal Beach's utility (water and sewer) bill printing is processed in- house. The City sends out approximately 6,000 utility bills on a bi-monthly basis. This equates to about 36,000 printed items each year. The City has recently experienced challenges with the equipment used to fold and mail these bills, including the folding machine and postage machine. As a result, the Finance Department has been evaluating whether to replace the equipment or outsource this function to a third party. The City of Seal Beach solicited quotes for print and mail services from four vendors. Based on the qualifications and prices quoted, InfoSend, Inc. was deemed the lowest bidder with a per item cost of $0.554 per item and no setup fees. Currently, the City is paying $0.55 per item for postage alone and incurs additional costs for paper stock, envelopes and staff time. InfoSend, Inc. has performed the full spectrum of data processing, print and mail services since 1996. InfoSend, Inc.'s Corporate Headquarters and main production facility is located in Anaheim, California. The company moved into this Agenda Item F completely reconstructed 77,000 -square -foot headquarters in April 2011, making significant investment in infrastructure, equipment, and future growth. InfoSend, Inc. is used by many cities in Southern California for printing and mailing services, including Signal Hill, Garden Grove, Huntington Beach, Santa Ana, Newport Beach, Orange and Mesa Water District. In addition to utilizing this service for utility bills, the City will be able to achieve cost savings for other mailings as well including postcards, public notices, marketing materials and other print items. Also, in recent months, the City has had to contract with third parties to design and print materials, such as public hearing notices and COVID-19 mailers. InfoSend, Inc. offers document design services providing for a single solution for all of our print needs. These costs are quoted on an hourly basis of $125 and are only billed on an as needed basis. The contract term is three (3) years with an automatic renewal for two (2) additional years unless either party provides timely notice of non -renewal. Staff recommends that the City Council authorize the City Manager to extend the contract if deemed advisable. ENVIRONMENTAL IMPACT: There is no environmental impact related to this item. LEGAL ANALYSIS: No legal analysis is required for this item. FINANCIAL IMPACT: The total estimated annual cost for the City to print and mailing utility bills is $28,000. The estimated cost for InfoSend, Inc. to print and mail utility bills is $20,000. In addition to the cost savings, outsourcing printing and mailing services would provide for a savings of over 100 hours of staff time allowing them to focus on more critical items. The agreement would also be available for staff for other print and mail services besides utility bills; therefore the agreement does not have a not to exceed amount. Costs incurred under the Agreement would be charged to the appropriate department budget as services are needed. Therefore, no additional appropriation is required at this time. STRATEGIC PLAN: This item is not applicable to the Strategic Plan. Page 2 MEASURE BB: This item is not applicable to Measure BB, the Seal Beach Neighborhood and Essential Services Protection Measure. RECOMMENDATION: That the City Council adopt Resolution 7122: 1. Approving a master services agreement with InfoSend, Inc. to provide print and mail services for a three-year term; and, 2. Authorizing the City Manager to execute the Agreement; and, 3. Authorizing the City Manager the discretion to extend the Agreement up to two additional years. SUBMITTED BY: Kelly Telford Kelly Telford, CPA, Finance Director/Treasurer ATTACHMENTS: NOTED AND APPROVED: Jill R. Ingram Jill R. Ingram, City Manager A. Resolution 7122 B. Master Service Agreement with InfoSend, Inc. Page 3 RESOLUTION 7122 A RESOLUTION OF THE SEAL BEACH CITY COUNCIL APPROVING A MASTER SERVICES AGREEMENT WITH INFOSEND, INC. TO PROVIDE PRINT AND MAIL SERVICES THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE: Section 1. The City Council hereby approves the master services agreement with InfoSend, Inc. to provide print and mail services, in the form attached hereto as Exhibit A. Section 2. The Council hereby authorizes the City Manager to execute the agreement and further authorizes the City Manager to extend the agreement for up to two (2) one (1) year extensions as provided therein at her discretion. PASSED, APPROVED AND ADOPTED by the Seal Beach City Council at a regular meeting held on the 22nd day of March, 2021 by the following vote: AYES: Council Members NOES: Council Members ABSENT: Council Members ABSTAIN: Council Members Joe Kalmick, Mayor ATTEST: Gloria D. Harper, City Clerk STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7122 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 22nd day of March, 2021. Gloria D. Harper, City Clerk InfoSend Master Service Agreement This Master Service Agreement ("Agreement") is entered into by and between City of Seal Beach, CA, a municipal corporation, having its main office at 211 )Eighth Street, Seal Beach, CA 90740 ("Client") and InfoSend, Inc., a California Corporation, having its main office at 4240 E. La Palma Avenue, Anaheim, California 92847 ("InfoSend"). Client and InfoSend are collectively referred to herein as the "parties" and individually as a "party." In consideration of the mutual promises and upon the terms and conditions set forth below, the parties agree as follows: 1 Definitions For the purposes of this Agreement, the following terms and words shall have the meaning ascribed to them, unless the context clearly indicates otherwise. 1.1 "Agreement" shall refer to this Agreement, as amended from time to time, which shall constitute an authorization for the term of this Agreement for InfoSend to provide the Services, described herein, to the Client. 1.2 "User(s)" shall mean a customer or employee of Client accessing InfoSend hosted applications via the Internet. Users of the System will agree to accept all the 3 terms and conditions herein, and may be issued a unique User ID and/or password by InfoSend or Client. 1.3 "Effective Date" shall be the date upon which this Agreement is fully executed by all parties. 1.4 "Services" shall include the performance of the Services outlined in Section 2 and detailed in Exhibits A and C of this Agreement. 1.5 "System" shall include all InfoSend hosted data and software applications. 2 Services Provided by InfoSend 2.1 Scope of Services Subject to the terms and conditions of this Agreement, InfoSend shall provide to Client, and Client shall purchase from InfoSend, the services listed in Exhibit A ("Scope of Primary Services") to this Agreement at the price set forth in Exhibit B ("InfoSend Fees"). In the event Client requires other consulting, installation, development and/or customization services, InfoSend shall perform and Client shall purchase such services in accordance 4 with the provisions of Exhibit C ("Professional Services") of this Agreement. 2.2 Professionalism InfoSend MSA Rev. 7.31.2020 InfoSend and Client shall operate in a professional manner under this Agreement: in providing and receiving Services under this Agreement, the parties will perform in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession under similar circumstances. 2.3 Time of the Essence InfoSend and Client acknowledge and agree that time is of the essence for the completion of the Services to be performed and each party's respective obligations under this Agreement. License Grant and Restrictions 3.1 Grant of License InfoSend agrees to provide to Users the right to use software and the provision of Services, but in all cases only in full and complete compliance with all of the terms and conditions of this Agreement. Subject to the terms of this Agreement, InfoSend hereby grants, and Client hereby accepts, for the Term (as defined herein) of this Agreement, a non-exclusive, non -transferable license to access and use and to permit its Users to access and use the System via the Internet (the "License"). 3.2 License Restrictions Client hereby agrees not to: (i) reproduce, download, modify, create derivative works from, distribute, or attempt to reverse engineer, decompile, disassemble, or access the source or object code for, the System; (ii) use the System, or any component thereof, in any manner contrary to applicable laws or government regulations; or (iii) otherwise affect or attempt to enable the unauthorized use (with or without User ID and/or password) of the System. Privacy and Security 4.1 Regulatory Compliance InfoSend will maintain compliance with required Payment Card Industry (PCI) Data Security Standards and Cardholder Information Security Standards, applicable rules and regulations of the Health insurance Portability and Accountability Act (HIPAA), and applicable sections of the Gramm -Leach -Bliley Act of 1999. 5 Term & Termination 5.1 Term The initial term of this Agreement shall commence on the effective date of this Agreement and continue for a period of three (3) years ("Initial Term") from the effective date. This Agreement will automatically renew for successive two (2) year periods ("Renewal Terms") unless either Client or InfoSend provides the other party with at least sixty (60) days' written notice prior to the end of the current term indicating that such party elects not to automatically renew the term of this Agreement. The party giving non -renewal notice may indicate if it prefers for the contract to be terminated at the end of the current term or to continue on a month-to-month basis, if mutually agreeable to both parties. 5.2 Termination for Cause This Agreement may be terminated for cause as follows: (i) Material Breach A material breach of this Agreement by either party shall be cured within thirty (30) days after a party notifies the other of such breach. For those breaches which cannot reasonably be cured within thirty (30) days, the breaching party shall promptly commence curing such breach and thereafter proceed with all due diligence to substantially cure such breach (the "Cure Period"). In the event that such material breach has not been cured within the Cure Period, the non -breaching party may terminate this Agreement in its entirety, or as it pertains to a particular Product, Deliverable, Service or Professional Service, by providing the other party with thirty (30) days' written notice as of a date specified in such notice. (ii) Failure to Pay After sixty (60) days of nonpayment on undisputed invoices, InfoSend may, at InfoSend's option, terminate this Agreement in its entirety or as it pertains to a particular Product, Deliverable, Service or Professional Service, by giving written notice to Client, as of a date specified in such termination notice, pursuant to Section 6.3. (iii) Insolvency or Bankruptcy InfoSend MSA Rev. 7.31.2020 In the event that either party becomes or is declared insolvent or bankrupt, is the subject of any proceedings related to its liquidation, insolvency or for the appointment of a receiver or similar officer for it, makes an assignment for the benefit of all or substantially all of its creditors, or enters into an agreement for the composition, extension or readjustment of all or substantially all of its obligations, then the other party hereto may, by giving written notice thereof to such party, terminate this Agreement as of the date specified in such notice of termination. 5.3 Upon Termination Upon termination of this Agreement, the parties agree to cooperate with one another to ensure that all accounts receivable are accounted for. Upon termination, InfoSend shall cease all Services provided hereunder, unless otherwise directed by the Client in writing and assuming all client fees remain current. Upon termination, Client will promptly pay to InfoSend any and all charges due, including but not limited to payables that are due pursuant to this Agreement, accrued finance charges, and the Discontinuance Fee set forth below, where applicable. 5.4 Discontinuance Fee The parties have mutually agreed upon the Fees for the Services to be provided hereunder based upon volumes Client has represented in Exhibit B, Section 2 and the Term of this Agreement. Because of the difficulty in ascertaining the actual damages to InfoSend that would result from a premature termination of the Agreement, Client agrees to pay a discontinuance fee to InfoSend in the event that (i) Client terminates the Agreement without cause prior to the expiration of the then -current term; or (ii) the Agreement is terminated due to a breach by Client prior to the expiration of the then -current term. The discontinuance fee will be equal to two (2) months of the Client's average monthly billing for the previous six (6) months of Service (excluding any postage charges and professional services fees that were invoiced in that time period). Client agrees to pay the discontinuance fee prior to the effective date of such termination and in addition to all other payables then due and owing to InfoSend. 5.5 Force Majeure Neither party shall be liable, or deemed to be in default, to the other for any failure or delay in performing an obligation under this Agreement to the extent that its performance is delayed, impaired or rendered impossible 2 1 P _. � cz. 6 by an event beyond its control ("Force Majeure Event") such as natural disasters, war, terrorist acts, riots, labor strikes, civil disturbances, extra -ordinary losses of utilities (including telecommunications services), computer "hacker" attacks on internet infrastructure, regulatory restrictions, change in law or regulation or other acts of government authority, including civil and military authorities and courts, fuel or energy shortages, transportation stoppages or slowdowns, the inability to procure parts or raw materials, and/or acts or omissions of common carrier. These causes will not excuse Client from paying previously accrued payables due to InfoSend through any available lawful means acceptable to InfoSend. Invoicing and Payments 6.1 Invoicing InfoSend will invoice Client monthly and Client will pay InfoSend the fees described in and/or computed in accordance with Exhibit B (InfoSend Fees). Client payment of these invoices is due upon receipt in U.S. dollars and shall be paid NET 30 unless expressly agreed to by InfoSend. 6.2 Dispute of Invoice Should Client dispute any invoices, it must do so within ninety (90) days of the invoice date or any dispute shall be deemed waived. 6.3 Late Payments InfoSend may elect to assess finance charges on any or all undisputed invoices that become past due at a rate of 1.5% per month. The recurring nature of InfoSend's Services result in a rapid rise in financial loss to InfoSend if a Client's accounts payable process is delayed, particularly when InfoSend is invoicing Client for postage charges. Therefore, InfoSend reserves the right to suspend Services until payments are brought current if past due account balances cannot be collected from Client. InfoSend's Accounting staff will notify Client in writing before Services are suspended and give Client an opportunity to bring the account current before Services are put on hold. Should a hold be instigated, it will immediately be removed once the account is brought current. 7 Communications 7.1 Notices InfoSend IMSA Rev. 7.31.2020 Any notice hereunder must be in writing and sent by overnight courier service (such as FedEx or UPS), or USPS certified mail, all with delivery signature requested, to the other party hereto at the respective address set forth below: To Client: C/O (Department): City Clerk Address: 211 Eighth Street Seal Beach CA 90740 To InfoSend: C/O: President Address: 4240 E. La Palma Avenue Anaheim, CA 92807 Notice shall be deemed to have been given and received one (1) business day after being sent via overnight courier service, or three (3) business days after being mailed by USPS certified mail. Each party may update its address or email address by providing written notice to the other party of such change in accordance with this section. 8 Confidentiality & Intellectual Property 8.1 Confidentiality All information and data relating to Client's business, as well as all User information, submitted by Client to InfoSend under this Agreement shall be treated as confidential by InfoSend and shall not, except as required to perform the Services under this Agreement or otherwise required by law, be disclosed to any third party by InfoSend without Client's written consent. InfoSend shall promptly notify Client should InfoSend be served with a summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, requests for admission, or other discovery request or court order (a "Request to Disclose") from any third party regarding this Agreement, the Services performed under this Agreement, and/or seeking such information or data. Client shall be responsible to timely make appropriate objections to any Request to Disclose. Client will not disclose to any third party or use for any purpose inconsistent with this Agreement any confidential or proprietary non-public information it obtains during the term of this Agreement about InfoSend's business (the "Confidential Information"), which Confidential Information shall include InfoSend's operations, financial condition, technology, systems, suppliers, clients or prospective clients, marketing data, 3 l P :, z plans, pricing, and models, or personnel, unless required by applicable law. Client will ensure that its employees and agents similarly abide by the requirements hereof. Client will promptly notify InfoSend of its receipt of a Request to Disclose and Confidential Information, and InfoSend shall be responsible to timely make appropriate objections thereto. InfoSend, and its licensors, where applicable, owns all rights, title and interest, including all related Intellectual Property Rights, in and to InfoSend technology, the content and the Services. The InfoSend name, the InfoSend logo, and the product names associated with the Service are trademarks of InfoSend or third parties, and no right or license is granted to use them. 9 Representations & Warranties 9.1 InfoSend Representations and Warranties InfoSend represents and warrants that it has the legal power and authority to enter into this Agreement and that Services will be provided in a professional and workmanlike manner. InfoSend warrants that the Services will materially perform the functions that the Client has selected under normal use and circumstances and that InfoSend shall use commercially reasonable measures to protect Client Data to the extent that it retains such data in the operation of the Services. Provided that Client gives InfoSend written notice of failure to meet the foregoing warranty within sixty (60) days following delivery of any Services, or as otherwise specified in a Statement of Work ("SOW"), InfoSend warrants that it will use commercially reasonable efforts to correct any Services that fail to comply with the foregoing warranty. If there is no notice by Client within sixty (60) days following delivery of any Services, or as otherwise specified in a Statement of Work ("SOW"), it shall be deemed Client has accepted the Services and waived any claims to the otherwise. 9.2 Client Representations and Warranties Client represents and warrants that it has the legal power and authority to enter into this Agreement and provide to InfoSend all information and data necessary for InfoSend to perform the Services. Client further warrants that it will comply with all laws, regulations, and compliance requirements applicable to Client's and User's activities covered by this Agreement. 9.3 Warranty Disclaimer InfoSend MSA Rev. 7.31.2020 Except as expressly set forth in Section 9.1 above, InfoSend disclaims of/ other representations or warranties, express or implied, made to Client or any other party, including without limitation, any warranties regarding quality, suitability, merchantability, fitness, for a particular purpose or otherwise of any services or any good provided incidental to the Services provided under this Agreement, to the extent permitted by applicable law. InfoSend and its licensors and payment processors do not represent or warrant that (i) the use of the Services will be uninterrupted or error -free, or operate in combination with any other hardware, software, system or data; or (ii) the Services will not delay in processing or paying to the extent such delay is caused by things outside the control of InfoSend. Services may be subject to the limitations, delays, and other problems inherent in the use of the Internet and electronic communications. InfoSend is not responsible for any delays, delivery failures, or other damage resulting from such problems. In performing the Services, InfoSend is responsible for producing for print or online display the content that Client provides to InfoSend. InfoSend is not responsible for reviewing the content for spelling or typos, nor is InfoSend responsible for verifying the accuracy or legality of the content. It is Client's sole responsibility to verify that the content that InfoSend's applications will produce on Client's behalf is appropriate for distribution. 9.4 Inbound Communication Services Disclaimer InfoSend Inbound Communication services are intended to receive communications and data from clients to facilitate the performance of InfoSend Services. While the inbound services have been created with the best available tools and practices, they are dependent on infrastructure that is inherently not fail -proof, including but not limited to infrastructure such as United States Postal Service ("USPS") delivery standards, software, computer hardware, network services, telephone and SMS services, and email. Examples of situations that could cause failure include but are not limited to: USPS failure to deliver, down phone lines, all lines busy, equipment failure, email address changes, and Internet service disruptions. Client acknowledges that it is aware of the potential hazards associated with using such infrastructure and will be responsible for ensuring InfoSend is in receipt of any communication or data destined for InfoSend. Client releases InfoSend from any and all liability that results from an unsuccessful 4lhage communication or data transfer to InfoSend, one which does not produce a confirmation receipt from InfoSend. 9.5 Outbound Services Disclaimer InfoSend Outbound Communication services are intended to create additional methods of communication for clients in support of existing processes. These services are not intended to replace all interaction with clients' end users or employees. While the outbound services have been created with the best available tools and practices, they are dependent on infrastructure that is inherently not fail -proof, including but not limited to infrastructure such as United States Postal Service ("USPS") delivery standards, software, computer hardware, network services, telephone and SMS services, and email. Examples of situations that could cause failure include but are not limited to: USPS failure to deliver, down phone lines, all lines busy, equipment failure, email address changes, and Internet service disruptions. For this reason, while outbound services are valuable in providing enhanced communication, they are specifically not designed to be used as the sole method to deliver critical messages. Client acknowledges that Client is aware of the potential hazards associated with relying on an automated outbound service feature when using InfoSend services. Client agrees that it is giving up in advance any right to make any claim against InfoSend, and that Client forever releases InfoSend from any and all liability caused by (a) any failed USPS delivery; (b) any failed email delivery; (c) any failed SMS or call attempts (including excess of calls over and above network or system capacity), incomplete calls, or any busy -outs; or (d) any failure to transmit, obtain or collect data from callers or for human and machine errors, faulty or erroneous input, inarticulate caller communication, caller delays or call lengths exceeding estimated call lengths or omissions, delays and losses in connection with the Services provided hereunder. Such release shall include instances where Client, Client's employees, or Client's end user suffer injury or damage due to the failure of outbound services to operate, even though InfoSend may know or suspect what or how extensive those injuries or damages might be, unless such losses were directly attributable to InfoSend's gross negligence or willful misconduct. 10 Insurance 10.1 InfoSend's Insurance Provisions InfoSend will maintain the following minimum Insurance levels during the Initial Term of this Agreement and any Renewal Terms: InfoSend MSA Rev. 7.31.2020 • Commercial General Liability coverage in the amount of $1,000,000.00 per occurrence and $2,000,000.00 in aggregate. • Automobile Liability Insurance coverage in the amount $1,000,000.00 per occurrence. • Umbrella Liability Insurance in the amount of $5,000,000.00 per occurrence and in aggregate. • Worker's Compensation Insurance with at least the minimum coverage amounts required by law. • Errors & Omissions Insurance with a $5,000,000.00 coverage limit. 11. Indemnification & Limitation of Liability 11.1 Indemnification InfoSend is a service provider. As such, Client acknowledges that data processing involves the risk of human and machine errors and that InfoSend shall not be liable for any errors, omissions, delays or losses. InfoSend will not be responsible for actions, omissions or delays to Services resulting from incomplete, late or faulty data and/or instructions transmitted by Client. No damages shall be assessed against InfoSend when any delay or breach on infoSend's part is caused by failure of Client to perform Clients' responsibilities or any other reason beyond the control of InfoSend, including, without limitation, (a) failures or limitations on the availability of third -party telecommunications or other transmission facilities; (b) Client failure to maintain security or confidentiality of data or access credentials; (c) violation of the applicable terms of this Agreement or any applicable laws, regulations or industry standards. 11.2 Limitation of Liability In no event shall InfoSend be liable for indirect, special or consequential damages even if InfoSend has been advised of the possibility of such potential claim, loss or damage. The foregoing limitation of liability and exclusion of certain damages shall apply regardless of the success or effectiveness of other remedies. 12 General 12.1 Independent Contractor Client and InfoSend agree and understand that the relationship between both parties is that of an independent contractor. No joint venture, partnership, employment or agency relationship exists between Client and InfoSend as a result of this Agreement or use of the Service. 51 Page 12.2 Governing Law This Agreement shall be governed by the substantive laws of the state of California without regard to the choice or conflicts of law provisions of any jurisdiction. 12.3 Amendment of Agreement Modifications or changes to this Agreement must be in writing and executed by the parties. 12.4 Severability If a word, sentence or paragraph herein shall be declared illegal, unenforceable, or unconstitutional, the said word, sentence or paragraph shall be severed from this Agreement, and this Agreement shall be read as if said word, sentence or paragraph did not exist. 12.5 Assignment This Agreement may not be assigned by either party without the prior written approval of the other party, unless it is being assigned to (i) a parent or wholly owned subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. 12.6 Immigration Laws For Services performed within the United States, InfoSend will assign only personnel who are legally authorized to work in the United States. InfoSend represents and warrants that it complies with all applicable immigration laws with respect to the personnel assigned to Client. 12.7 Survival All of the terms of this Agreement which by their nature extend beyond the expiration or termination of the Agreement, including but not limited to indemnification obligations, confidentiality obligations and limitations of liability, shall survive expiration or termination of the Agreement and remain in full force and effect. 12.8 Attachments The following documents are attached hereto as Exhibits, and are incorporated by reference in their entirety: InfoSend MSA Rev. 7.31.2020 Exhibit A: Scope of Primary Services Exhibit B: InfoSend Fees Exhibit C: Professional Services 12.9 Cooperative Agreement ("Piggybacking") The parties agree that InfoSend may offer the prices, terms and conditions offered herein to other government agencies that wish to participate in a cooperative purchase program with Client. InfoSend will review these requests from other government agencies on a case-by-case basis to decide whether this Agreement can be extended to the new agency. At minimum, the following requirements must be met for the prices in this Agreement to be extended to the new agency: • The new agency must require similar types of service for similar document types (i.e., statements, late notices); • The monthly document volume that InfoSend will produce must be similar, or at a minimum, acceptable; • The new agency must agree to use InfoSend's standard materials; and, • The prices in this Agreement must still be profitable. if the above conditions are not met then InfoSend will provide the new agency with revised pricing that it can elect to accept if it moves forward with the cooperative purchase program. Other agencies will be responsible for entering into separate Agreements with the contract and for all payments thereunder made directly to InfoSend. InfoSend reserves the right not to extend this Agreement's terms in whole or in part to other agencies for any reason. [SIGNATURE PAGE FOLLOWS) 61 Fa Agreement is entered into by and between: Client: By: Name: Title: Date: InfoSend MSA Rev. 7.31.2020 InfoSend: By: Name: Lt Title: Date: 7 1 �: Exhibit A _ Scope of InfoSend Primary Services This Exhibit A is an integral part of and is subject to the terms and conditions of the Master Service Agreement (the "Agreement") between InfoSend, Inc. ("InfoSend") and City of Seal Beach, CA ("Client"). This Exhibit A provides the Services which Infosend shall deliver to Client to permit Client's customers ("Users") to use the products and services to view and pay their bills. To the extent that any term is not expressly defined herein, it shall have the meaning set forth in the Agreement. Client will select one or more of InfoSend's Primary Services from the list below by checking the box next to the Primary Service name. Any Primary Services not selected prior to the execution of this Agreement can be added at a later date via an Agreement Amendment. Section 1. Data Processing, Printing and Mailing (DPPM1 Service Description A. Data Transfer and Processing • Client to transmit data to InfoSend in an agreed upon format. Should Client make changes to data file format after initial setup is complete, it agrees to pay for the professional services required to accommodate the new file format. See Exhibit C — Professional Services — for information on initial setup and ongoing programming changes. • Client will monitor transfer confirmation emails to ensure InfoSend is in receipt of the data. Client acknowledges that InfoSend will not be responsible or liable for any transferred data which does not result in a confirmation receipt to Client. • A File Transfer Report will be emailed to the Client representatives who have opted -in to this email. A copy of this report is also available to download from the InfoSend website. • Client will have access to an online Job Tracking application that shows the progress of each file as it is processed and becomes a batch of documents to be printed and mailed. Client can see both the original input file name and the InfoSend- assigned "Job Code". • InfoSend will process the mailing addresses and perform the following functions: o Apply CASS-certified address validation o Comply with USPS requirements to obtain pre-sort automation rates for qualified client mail pieces o Stay current with all USPS regulations required to mail presorted first-class mail • InfoSend will optionally provide proofs of the final print -ready PDF files to Client to be reviewed and approved before printing begins (if requested). B. Document Printing and Mailing • Batches are printed by InfoSend using a high-speed production process onto the agreed upon forms. • Printed documents are put through a quality control process and then released to the mailing department to be inserted into outgoing envelope. A return envelope and any applicable inserts are included as defined by client workflow. • After a batch of mail is completed in InfoSend's system it will be marked as such in the online Job Tracker and a Process Confirmation Report will be emailed to the Client representatives who have opted -in to this email. A copy of this report is also available to download from the InfoSend website. Section 2. eBusiness Service Description A. General System Description Info5end Exhibits to MSA Rev. 01.28.2021 Data Processing, Printing and Mailing Service ("DPPM Service"): During the term of this Agreement, InfoSend will provide data processing, printing and mailing services. The Service consists of processing data, printing documents, mail preparation, applying postage (where applicable) and sending via the United States Postal Service. Document types include but are not limited to bills, postcards and letters. eBusiness Services (the "eBusiness Services"): During the term of this Agreement InfoSend will provide eBusiness Services. These services can include presenting bills online and/or accepting and reporting payment transaction information to facilitate ACH and/or credit card payments via web, Interactive -Voice -Response (IVR), SMS, or Bank Billpay (e -Lockbox). Section 1. Data Processing, Printing and Mailing (DPPM1 Service Description A. Data Transfer and Processing • Client to transmit data to InfoSend in an agreed upon format. Should Client make changes to data file format after initial setup is complete, it agrees to pay for the professional services required to accommodate the new file format. See Exhibit C — Professional Services — for information on initial setup and ongoing programming changes. • Client will monitor transfer confirmation emails to ensure InfoSend is in receipt of the data. Client acknowledges that InfoSend will not be responsible or liable for any transferred data which does not result in a confirmation receipt to Client. • A File Transfer Report will be emailed to the Client representatives who have opted -in to this email. A copy of this report is also available to download from the InfoSend website. • Client will have access to an online Job Tracking application that shows the progress of each file as it is processed and becomes a batch of documents to be printed and mailed. Client can see both the original input file name and the InfoSend- assigned "Job Code". • InfoSend will process the mailing addresses and perform the following functions: o Apply CASS-certified address validation o Comply with USPS requirements to obtain pre-sort automation rates for qualified client mail pieces o Stay current with all USPS regulations required to mail presorted first-class mail • InfoSend will optionally provide proofs of the final print -ready PDF files to Client to be reviewed and approved before printing begins (if requested). B. Document Printing and Mailing • Batches are printed by InfoSend using a high-speed production process onto the agreed upon forms. • Printed documents are put through a quality control process and then released to the mailing department to be inserted into outgoing envelope. A return envelope and any applicable inserts are included as defined by client workflow. • After a batch of mail is completed in InfoSend's system it will be marked as such in the online Job Tracker and a Process Confirmation Report will be emailed to the Client representatives who have opted -in to this email. A copy of this report is also available to download from the InfoSend website. Section 2. eBusiness Service Description A. General System Description Info5end Exhibits to MSA Rev. 01.28.2021 • Mobile -Ready Customer Engagement: all products are mobile compatible out of the box, with no app store downloads required of customers. Powered by InfoSend's CCM platform, customer specific messaging and payment reminders are delivered electronically. • Multi -Channel Payment Collection: InfoSend's payment platform will consolidate web, telephone, SMS, CSR, in-person EMV and bank payments into a single lockboxfile. • One -Time and Automatic Payments: allow customers to quickly make a one-time payment, as well as sign up to have their payment account auto debited with each billing cycle. • Bill Notification and Presentment: notify customers via email when a new bill is available, and securely deliver exact replica of printed document to customers inbox or show online via the secure portal. • Interactive Voice Response (IVR): accept customer payments via automated phone service with InfoSend-hosted phone number, enabling client phone systems to redirect customers with ease. • SMS Text -to -Pay: enrolled customers may opt in to receive text notifications of new bills, and reply to have the registered payment method drafted for the amount due, speeding up the time to payment. • Bank Payments (MasterCard RPPS): InfoSend can collect payments made via the customer bank and include them within the lockbox file. • PCI -Compliant Cloud Based Solution: electronic billing and payment related products hosted in the cloud by InfoSend in a secure PCI -Level 1 compliant environment. B. Data Transfer and Processing • Client to transmit data to InfoSend in an agreed upon format, using the Data Transfer and Processing workflow described in Section 1. • Client acknowledges that InfoSend will not be responsible or liable for any transferred data which does not result in a confirmation receipt to Client. If the Client is not using InfoSend's DPPM Service, USPS address workflow will not be applied. • Data loaded into the eBusiness system is used to facilitate accurate payments via Web, IVR, SMS or Bank BillPay. C. Customer Enrollment and Bill Notification • Data loaded into the system wiil be used to facilitate customer enrollment, using two pieces of information specific to the customer bill. • For enrolled customers, system will send a notification of the new bill available via email. • For enrolled customers who have opted in, system will send an SMS alert. • For customers using the IVR system, bill information will be dictated by text to voice. • For customers paying via Bank BiIIPay, the account number can be validated by the system prior to accepting payment. • The system may optionally be configured to display a PDF replica of the bill image. D. Customer Payment and Reporting • Customers can make payment via Web, SMS, IVR or Bank BiIIPay, depending on channels which Client has requested InfoSend setup. • Payments can be configured to allow Users to pay by bank account and/or credit/debit card. • All payments will be reported in a standard daily "lockbox" file. InfoSend Exhibits to MSA Rev. 01.28.2021 Exhibit B - InfoSend Fees This Exhibit B is an integral part of and is subject to the terms and conditions of the Master Service Agreement (the "Agreement") between InfoSend, Inc. ("InfoSend") and City of Seal Beach, CA ("Client"). This Exhibit B provides the Fees which InfoSend shall bill to Client in exchange for Services. To the extent that any term is not expressly defined herein, it shall have the meaning set forth in the Agreement. Section 1. Price Escalations to InfoSend Fees InfoSend Fees can be adjusted once every twelve (12) months to account for increases in the cost of materials, labor, and other overhead costs. InfoSend reserves the right to increase InfoSend Fees on a yearly basis (starting with the first anniversary of the Agreement date). The Client will be notified, in writing, at least thirty (30) days prior to such price increase. An amendment to the Agreement will not be required if the Fees are changed, unless the terms or conditions of the Agreement have otherwise changed. Postage fees can change at any time per USPS regulations and do not require an amendment to the Agreement. In addition to this, if Client uses the Printing and Mailing Service, it accepts that InfoSend reserves the right to pass on any extraordinarily high increases to the cost of forms or envelopes at any time. The Client will be notified, in writing, at least thirty (30) days prior to such price increase. InfoSend pricing is predicated on Client representations of Client and Client User transactional usage. Should Client's actual continuous volume and/or recurring frequency deviate by more than thirty percent (30%) from what Client has represented to InfoSend in Section 2 below, then InfoSend reserves the right to invalidate the Fees listed in this Agreement. Should this rare situation arise then InfoSend will notify Client immediately and negotiate with Client in good faith to pass on any increased costs to Client, in line with actual Client and Client User transactional usage. Should InfoSend and Client fail to agree upon updated l=ees, InfoSend reserves the right to terminate this Agreement with one hundred and eighty (180) days' notice. Section 2. Client Representations Customers Contacted or Billed Monthly -Approximately 3,000 Number of Batches Monthly -Approximately 2 (two) Section 3. DPPM Fees: InfoSend Data Processing, Print and Mail Pricin All Document Types One 8.5° x 11" page, up to two color duplex (212), including I $0,159 per document InfoSend standard envelopes. Pricing reflects and estimated volume of 3,000 documents a month, with an approximate 2 billing runs per month. Finished mail pieces are delivered to the USPS within one (1) business day. If samples (proofs) are requested then the mailing will be completed within one day of sample approval. File upload deadline for next -day mailing is 3:00PM local time at the production facility designated for your account. If samples are required then they must be approved by 5:3OPM local time for the file to be mailed by the next business day. InfoSend Exhibits to MSA Rev. 01.28.2021 The below provides the components of the summary price given above. All pricing is based on "Client Volume Ac-,iimntinns" listed below and excludes anolicable sales tax. Data ! ! Initial Setup Fee — Springbrook Express PDF Input Files Waived Future Setup Fee —Tyler lnCode Express PDF Input Files (Raw data only input files would be quoted if necessary at the time, if PDF's are not available) Waived OR Initial Setup Fee — Springbrook Data Only Input Files Waived Document Re -Design Fee 1$0.00 Data Processing Fee (per document) $0.02 PrintingandMailing Service $0.02 - For 12 Months of Retention $0.03 - For 24 Months of Retention $0.04 - For 36 Months of Retention All Document Types Print Fee per Page with 212 Ink 1$0.092 $100.00 USPS Postage Pass-through Returned Mail Handling A postage deposit will be required prior to starting Remit Tracking service. Print Color Options (colors per side) $0.097 for 3/1, 312 or 313 printing $0.102 for 410 or 4/1 printing $0.107 for 4/4 printing Inline Insert Print Fee $0.092 Black printing $0.102 Color printing Batch Fee (per mailing batch under 200 mail pieces) $10.00 Excess Pages Handwork Surcharge (per mail piece) $0.35 Address Updates $0.35 NCOA $0.35 ACS Optional Document Print Image Archiving (Per Document Image), with included USPS mail tracking $0.02 - For 12 Months of Retention $0.03 - For 24 Months of Retention $0.04 - For 36 Months of Retention Print Image Archive API Monthly Support Fee $100.00 Professional Services Rate (per hour) $175 Returned Mail Handling $0.35 per reported returned mail piece Remit Tracking $100 monthly support fee Section 3.1. Custom Forms/Envelopes If Client has selected the Printing and Mailing Service and at any time requests that InfoSend Fees include the cost of custom Client - specific materials (either in this Agreement or since its execution), then Client understands and accepts that these materials will be purchased in bulk to achieve the lowest possible per-unit cost. Client agrees to purchase any remaining supplies of requested custom materials (normally forms or envelopes) if Client stops using InfoSend's Service for any reason. Client agrees to purchase the InfoSend Exhibits to M5A Rev. 01.2$.2021 remaining supply of custom forms/envelopes upon Client's request to change the custom forms/envelopes before the supply has been depleted. Section 3.2. USPS Postage Rates Postage rates are determined by the United States Postal Service. All postage rate changes are determined directly by USPS and are independent of any InfoSend service or materials fees. In no event shall any change in the postage rates affect the InfoSend service or materials fees. The Client will be invoiced the amount of excess for overweight and foreign mail. Section 3.3. Postage Deposit InfoSend purchases the postage needed to mail Client documents on the day of mailing. The postage charges are later invoiced to Client based on the Client's payment terms. InfoSend requires Client to submit a postage deposit prior to the first mailing to facilitate the payment terms. This amount will remain in deposit for the duration of the Agreement. Upon Agreement expiration or termination Client must pay in full any outstanding invoices from InfoSend for payables created under this Agreement; the postage deposit will be refunded within fifteen (15) days of the date that the last open invoice is paid. The postage deposit is subject to an annual review and may be adjusted to accou nt for changes to Client average mailing volume or changes to USPS postage rates. There will be no more than one adjustment requested per year, if at all. The postage deposit amount is calculated by multiplying the estimated number of mail pieces per month by the current 5 -Digit pre- sorted first class postage rate, then multiplied by a two (2) month period which is the standard amount of time InfoSend carries the postage prior to reimbursement. The postage deposit amount due for your account is: 3,000 mail pieces per month x $0.398 x 2 = $2,388.00. Section 4. eBusiness Service Fees: Not applicable. Section 5. Implementation Proiect Cost Subsidization: infoSend's internal costs to complete the project is higher than the Setup fees given. InfoSend has subsidized these fees by factoring in years of service given the term of the Agreement. Should Client cancel the project or terminate the Agreement at its convenience less than one (1) year from the Effective Date then it must pay according to the below: • DPPM Setup Fee: No charge for Express PDF Setup Input files or $2,500 for Data -Only Input Files • EBPP Setup Fee: 100% of Setup fees quoted or listed as "Waived" in the pricing exhibit. InfoSend Exhibits to MSA Rev. 01.28.2021 Exhibit C — Professional Services This Exhibit C is an integral part of and is subject to the terms and conditions of the Master Service Agreement (the "Agreement") between InfoSend, Inc. ("InfoSend") and City of Seal Beach, CA ("Client"). This Exhibit C provides InfoSend's Professional Services Fees which InfoSend shall bill to Client in exchange for Professional Services. To the extent that any term is not expressly defined herein, it shall have the meaning set forth in the Agreement. Section 1. Price Escalations to InfoSend Professional Services Fees InfoSend Professional Services Fees can be adjusted once every twelve (12) months to account for increases to the cost of providing these services. InfoSend reserves the right to increase Professional Services Fees on an annual basis, starting with the first anniversary of the Agreement date, if needed. The Client will be notified, in writing, at least thirty (30) days prior to such price increase. An amendment to the Agreement will not be required if the Professional Services Fees are changed, unless the terms or conditions of the Agreement have changed. Section 2. Definition of Professional Services InfoSend Professional Services are the technical services that are required to perform the initial setup of the InfoSend Primary Services defined in Exhibit A and the technical services required to make changes to these Primary Services after the initial setup is complete. Once any Primary Service is live and operational Professional Services will not be required unless Client requests a change or makes changes to its data file format or business rules which necessitates a change to InfoSend's system configuration or programming. Examples of InfoSend Professional Services: • Project requirements gathering and analysis hours Project management and/or consulting hours • Software development and system configuration hours related to the processing of Client's data • Software development and system configuration hours related to document design, web portal setup, business rule configuration, or any other applicable technical services • Application testing and deployment flours Section 3 Professional Services Fee and Process for Approval and Payment of Fee The current Professional Services Fee is $175.00 per hour. In the event that a project will incur billable Professional Services hours, Client will be informed before work begins. InfoSend and Client will execute a Statement of Work for the project that Client wants InfoSend to undertake. The payment terms for the project depend on the size and scope of the project. The Statement of Work can include payment terms that are different than the terms listed in this Agreement for InfoSend Fees, otherwise these terms will apply and the project fees will be invoiced upon project completion. Small projects that incur less than five (5) hours of Professional Services can be initiated without a Statement of Work if Client accepts and executes a Programming Quote for this work. Any project that will take more than five (5) hours of Professional Services work will require both parties to execute a formal Statement of Work. Depending on the nature of the work required, InfoSend will provide one of the following quotation methods: • Fixed Quote — a fixed project cost will be set. InfoSend may elect to waive this cost in some circumstances. Client understands and accepts that it must accept the terms and conditions of the Statement of Work for the project and that changes made to the project requirements, data file structure, etc., after the Statement of Work and any amendments to it have been finalized will require Client to pay for these changes on a Time and Materials basis. Client will be notified immediately if this scenario arises and will be given an option to keep the original project specifications to keep the fixed quote in place. • Time and Materials Quote — should it not be possible to provide a fixed quote due to the nature of a Client's requested project, then InfoSend will provide an estimated number of hours to complete the project and bill the hours on a Time and Materials basis. The Statement of Work will include the terms and conditions for these project types and Client will be invoiced weekly for the hours spent on the project. InfoSend Exhibits to MSA Rev. 01.28.2021 Section 4. Initial Setup Cost: InfoSend Primary Services The Initial Setup cost for the InfoSend Primary Services selected in Exhibit A are listed in Exhibit B. These costs have been provided using a Fixed Quote process, explained in Section 3 above. Client understands and agrees to these terms, and to the project -specific terms and conditions that will be provided in the Statement of Work that will be created to capture Client's specific requirements and data types. InfoSend Exhibits to MSA Rev. 01.28.2021 i�0� SEA('ec�9ti f� G� nyy AGENDA STAFF REPORT �1'',,C'QCIFORN�P'r DATE: March 22, 2021 TO: Honorable Mayor and City Council THRU: Jill R. Ingram, City Manager FROM: Kelly Telford, CPA, Finance Director/Treasurer SUBJECT: Approving and Authorizing the City Manager to Execute a Professional Services Agreement with Fieldman, Rolapp & Associates, Inc. for Financial Advisory Services SUMMARY OF REQUEST: That the City Council adopt Resolution 7123: 1. Approving a professional services agreement with Fieldman, Rolapp & Associates, Inc. to provide financial advisory services for a five-year term; and, 2. Authorizing the City Manager to execute the Agreement. BACKGROUND AND ANALYSIS: Fieldman, Rolapp & Associates, Inc. ("Fieldman") has been the City's financial advisor providing general financial advisory services and debt issuance services. The previous contract is now expired and as such, a new contract is needed. Financial advisory services are needed to evaluate funding options for paying down the City's pension and retiree medical obligations, assist in updating the 5 - year forecasting model, and provide support on general financial matters. Financial advisory services are also needed to assist the City in structuring the debt necessary to fund construction projects related to the City's water system and to evaluate and facilitate potential refunding of the City's Sewer Fund obligations. The City is also evaluating the possibility of issuing facility bonds to pay for certain projects listed in the 5 -year capital improvement program. Any debt financing recommendations will be brought to Council for review and approval prior to implementation. The new agreement contains essentially the same terms as the previous agreement. The contract term is five (5) years. The professional services provided under this Agreement are exempt from the City's bidding requirements under Seal Beach Municipal Code Section 3.20.025(C). Agenda Item G ENVIRONMENTAL IMPACT: There is no environmental impact related to this item. LEGAL ANALYSIS: No legal analysis is required for this item. FINANCIAL IMPACT: Historically, financial advisory services have ranged from approximately $10,000 to $30,000 per year. Professional services for a bond issue would be determined based on the nature and size of the transaction, and subject to separate City Council approval. Costs would be billed at the hourly rates in Exhibit B of the Agreement, which can be found in Attachment B. Costs incurred under the Agreement would be charged to the appropriate fund or bond proceeds and would continue to be budgeted in future years. Therefore, no additional appropriation is required at this time. STRATEGIC PLAN: This item is not applicable to the Strategic Plan. MEASURE BB: This item is not applicable to Measure BB, the Seal Beach Neighborhood and Essential Services Protection Measure. RECOMMENDATION: That the City Council adopt Resolution 7123: 1. Approving a professional services agreement with Fieldman, Rolapp & Associates, Inc. to provide financial advisory services for a five-year term; and, 2. Authorizing the City Manager to execute the Agreement. SUBMITTED BY: Kelly Telford Kelly Telford, CPA, Finance Director/Treasurer Page 2 NOTED AND APPROVED: Jill R. Ingram Jill R. Ingram, City Manager ATTACHMENTS: A. Resolution 7123 B. Fieldman, Rolapp & Associates, Inc. Professional Services Agreement Page 3 RESOLUTION 7123 A RESOLUTION OF THE SEAL BEACH CITY COUNCIL APPROVING A PROFESSIONAL SERVICES AGREEMENT WITH FIELDMAN, ROLAPP & ASSOCIATES, INC. TO PROVIDE FINANCIAL ADVISORY SERVICES FOR A FIVE YEAR TERM THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE: Section 1. The City Council hereby approves the professional services agreement with Fieldman, Rolapp & Associates, Inc. for financial advisory services, in the form attached hereto as Exhibit A. Section 2. The Council hereby authorizes the City Manager to execute the agreement. PASSED, APPROVED AND ADOPTED by the Seal Beach City Council at a regular meeting held on the 22nd day of March, 2021 by the following vote: AYES: Council Members NOES: Council Members ABSENT: Council Members ABSTAIN: Council Members Joe Kalmick, Mayor ATTEST: Gloria D. Harper, City Clerk STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7123 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 22nd day of March, 2021. Gloria D. Harper, City Clerk PROFESSIONAL SERVICES AGREEMENT FOR MUNICIPAL ADVISOR This agreement has been entered into this 22 day of March, 2021 by and between the City of Seal Beach (the "City") and Fieldman, Rolapp & Associates, Inc. (herein, the "Consultant"). WHEREAS, the City desires independent municipal advisory services to be performed in connection with on-call financial advisory services (herein, the "Project"); and WHEREAS, the City desires to retain the professional and technical services of the Consultant for the purpose of financial advisory services as needed (as more fully described in Exhibit A, the "Services"); WHEREAS, the Consultant is well qualified to provide professional financial advice to entities such as the City; WHEREAS, the Consultant is registered as a municipal advisor with both the United States Securities and Exchange Commission and the Municipal Securities Rulemaking Board; NOW, THEREFORE, in consideration of the above recitals and the mutual covenants and conditions hereinafter set forth, it is agreed as follows: Section 1 Municipal Advisory Services. Consultant will provide services in connection with the Project as such Services are fully described in Exhibit A attached to this Agreement. Consultant is engaged in an expert financial advisory capacity to the City only. It is expressly understood that the Services rendered hereunder are rendered solely to the City. Consultant does not undertake any responsibility to review disclosure documents on behalf of owners or beneficial owners of bonds or debt which may arise from the Consultant's work hereunder. Section 2 Additional Requested Services (Amendment of Services). The City may request that Consultant provide additional services beyond the scope of those referenced in Section 1 above and specifically listed in Exhibit A to this Agreement. The Services to be provided under this Agreement may only be amended by a modification as provided for in Section 6. Section 3 Compensation 3.01 For Consultant's performance of Services as described in this Agreement, the Consultant's compensation will be as provided in of Exhibit B attached to this Agreement, 3.02 Payment of Consultant's expenses shall be made at the time and in the form as provided for in Exhibit B to this Agreement. 3.03 Unless otherwise specified, payment of Consultant's compensation and expenses is due thirty (30) days after submission of Consultant's invoice for Services. CITY OF SEAL BEACH/FIELDMAN, ROLAPP & ASSOCIATES, INC. Page 1 FRA Project No. TBD b.pdf 3.04 In the event City abandons the Services of the Consultant prior to completion of Consultant's work, Consultant shall be compensated for Services performed to the point of abandonment at the hourly rates specified in Exhibit B. An act of abandonment shall be deemed to have occurred when no action has been taken by the City relative to the services of the Consultant for a period of nine (9) months from the date of the initial performance of a service, and there has been a written notification to the Consultant of an abandonment of the Project by the City. 3.05 The schedule of Consultant fees set forth in this Agreement and Exhibit B is guaranteed by Consultant for a period of thirty-six (36) months from the date of this Agreement. Section 4 Personnel. Consultant has, or will secure, all personnel required to perform the Services under this Agreement. Consultant shall make available other qualified personnel of the firm as may be required to complete Consultant's services. The City has the right to approve or disapprove any proposed changes in Consultant's staff providing service to the City. The City and Consultant agree that such personnel are employees only of Consultant and shall not be considered to be employees of the City in any way whatsoever. Section 5 Term of Agreement. This Agreement shall continue in full force and effect for a period of sixty (60) months from the date hereof, except that this Agreement may be terminated earlier: (i) by the City, for cause, upon written notice of no less than ten days before the date of termination, (ii) by either party for any reason, by not less than thirty (30) days written notice to the other party, or (iii) upon an abandonment as described in Section 3.04 hereof. This Agreement may be extended from time to time as agreed by the City and the Consultant pursuant to Section 6. Section 6 Modification. This Agreement contains the entire agreement of the parties. It may be amended in whole or in part from time to time by mutual consent of the parties; provided that the Disclosures (as defined herein) required by Section 16 will be updated by the Consultant as required by law. This shall not prohibit the City and Consultant from entering into separate agreements for other services. Section 7 Work Products. All work products or any form of property developed by the Consultant in providing the Services shall be provided to the City on request. Work products developed by the Consultant shall be the property of the City, provided that Consultant may use such work products developed for the City and may employ those work products to develop refinements or additional work products in the course of its business. CITY OF SEAL BEACH/FIELDMAN, ROLAPP & ASSOCIATES, INC. Page 2 FRA Project No. TBD b.pdf Section 8 Assignment. The rights and obligations of the City under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of the City. This Agreement may not be assigned by the Consultant without the consent of the City except for compensation due Consultant. Section 9 Disclosure. Consultant does not assume the responsibilities of the City, nor the responsibilities of the other professionals and vendors representing the City, in the provision of services and the preparation of the financing documents, including initial and secondary market disclosure, for financings undertaken by the City. Information obtained by Consultant and included in any disclosure documents is, by reason of experience, believed to be accurate; however, such information is not guaranteed by Consultant. Section 10 Confidentiality. The Consultant agrees that all financial, statistical, personal, technical and other data and information designated by the City as confidential shall be protected by the Consultant from unauthorized use or disclosure. The City acknowledges that the Consultant is required to comply with applicable laws governing disclosure of public information. Section 11 Indemnification. The City and Consultant shall each indemnify and hold harmless the other from and against any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including legal fees for defense, or liabilities (collectively, "damages"), to which either may be subjected by reason of the other's acts, errors or omissions, except however, neither will indemnify the other from or against damages by reason of changed events and conditions beyond the control of either or errors of judgment reasonably made. Section 12 Insurance. 12.01 Consultant shall maintain workers' compensation and employer's liability insurance during the term of this Agreement. 12.02 Consultant, at its own expense, shall obtain and maintain insurance at all times during the term of this Agreement. Such insurance must be written with a Best Guide "A" -rated or higher insurance carrier admitted to write insurance in the state where the work is located. 12.03 Insurance coverages shall not be less than the following: A. Workers' Compensation 1. State worker's compensation statutory benefits CITY OF SEAL BEACH/FIELDMAN, ROLAPP & ASSOCIATES, INC. Page 3 FRA Project No. TBD b.pdf 2. Employer's Liability - policy limits of not less than $1,000,000 B. Comprehensive General Liability coverage with policy limits of not less than $1,000,000 combined single limit for bodily injury and property damage and including coverage for the following: 1. Premises operations 2. Contractual liability 3. Products 4. Completed operation C. Errors and omissions with policy limits of $2,000,000. 12.04 If requested, certificates of insurance naming the City as an additional insured shall be submitted to the City evidencing the required coverages, limits and locations of operations to which the insurance applies, and the policies of insurance shall contain a 30 day notice of cancellation or non -renewal. Section 13 Permits/Licenses. The Consultant shall obtain any permits or licenses, as may be required for it to complete the Services required under this Agreement. Section 14 Binding Effect. 14.01 A waiver or indulgence by the City of a breach of any provision of this Agreement by the Consultant shall not operate or be construed as a waiver of any subsequent breach by the Consultant. 14.02 All agreements contained herein are severable and in the event any of them shall be held to be invalid by any competent court, this Agreement shall be interpreted as if such invalid agreements or covenants were not contained herein, and the remaining provisions of this Agreement shall not be affected by such determination and shall remain in full force and effect. This Agreement shall not fail because any part or any clause hereof shall be held indefinite or invalid. 14.03 Each parry hereto represents and warrants that this Agreement has been duly authorized and executed by it and constitutes its valid and binding agreement, and that any governmental approvals necessary for the performance of this Agreement have been obtained. Section 15 Choice of Law. The validity, interpretation and construction of this Agreement and of each part hereof shall be governed by the laws of the State of California. Venue for any lawsuit concerning this Agreement is Orange County, California. Section 16 Conflict of Interest and Other Required Disclosures. 16.01 Consultant covenants and agrees to provide to the City disclosures of material conflicts of interest and certain legal or disciplinary events required by Municipal CITY OF SEAL BEACH/FIELDMAN, ROLAPP & ASSOCIATES, INC. Page 4 FRA Project No. TBD b.pdf Securities Rulemaking Board Rule G-42 (the "Disclosures"). The Disclosures, and each delivery thereof, as provided from time to time, shall be incorporated by reference as of the date thereof into this Agreement to the same extent as if set forth herein. The initial Disclosures are as set forth in Exhibit C to this Agreement. 16.02 Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the services to be provided under this Agreement, or which would conflict in any manner with the performance of such services or fulfillment of its fiduciary duty to City as a financial advisor. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code §§1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 16.03 Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift. 16.04. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, noncontractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this subsection. 16.05 Consultant represents that it has not made any payments either directly or indirectly to obtain or retain business with City. 16.06. There is no additional compensation Consultant will receive in connection with this Agreement other than what is stipulated within this Agreement. Consultant has not and will not receive any payments from third parties in connection with this engagement. CITY OF SEAL BEACH/FIELDMAN, ROLAPP & ASSOCIATES, INC. Page 5 FRA Project No. TBD b.pdf 16.07 Consultant has not and will not enter into any fee -splitting arrangements with any provider of investments or services to City. 16.08 Consultant is not aware of any pending or threatened legal or disciplinary event that is material to City's evaluation of Consultant or the integrity of its management or advisory personnel in connection with City's engagement of Consultant to serve as a financial advisor to City. Section 17 Independent Contractor. Consultant is an independent contractor and not an employee of City. All services provided pursuant to this Agreement shall be performed by Consultant or under its supervision. Consultant will determine the means, methods, and details of performing the services. Any additional personnel performing services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Section 18 Subcontractors; Assignment. 18.01 No portion of this Agreement shall be subcontracted without the prior written approval of City. Consultant is fully responsible to City for the performance of any and all subcontractors. 18.02 Consultant shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of City. Any purported assignment without such consent shall be void and without effects. Section 19 Equal Opportunity. Consultant affirmatively represents that it is an equal opportunity employer. Consultant shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or veteran or military status. Such non-discrimination includes, but is not limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. Section 20 Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or CITY OF SEAL BEACH/FIELDMAN, ROLAPP & ASSOCIATES, INC. Page 6 FRA Project No. TBD b.pdf agreements. This Agreement may only be modified by a writing signed by both parties. Section 21 Severability. The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. Section 22 No Third Party Rights. No third party shall be deemed to have any rights hereunder against either parry as a result of this Agreement. Section 23 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. IN WITNESS Whereof, the parties have duly executed this Agreement as of the day and year first above set forth. CITY OF SEAL BEACH Title: Date: FIELDMAN, ROLAPP & ASSOCIATES, INC. 19900 MacArthur Boulevard, Suite 1100 Irvine, CA 92612 By: Title: Principal Date: March 22, 2021 CITY OF SEAL BEACH/FIELDMAN, ROLAPP & ASSOCIATES, INC. Page 7 FRA Project No. TBD b.pdf EXHIBIT A TO PROFESSIONAL SERVICES AGREEMENT FOR MUNICIPAL ADVISOR BY AND BETWEEN THE CITY OF SEAL BEACH AND FIELDMAN, ROLAPP & ASSOCIATES, INC. Scope of Services A. General Services. The Consultant shall perform financial advisory services as from time to time requested by the City and shall provide such other services as it deems necessary or advisable to accomplish the Project, consistent with the standards and practice of professional financial advisors prevailing at the time such services are rendered to the City. The City may, with the concurrence of Consultant, expand this Agreement to include Additional Services not specifically identified within the terms of this Agreement. Any Additional Services may be described in an addendum to this Exhibit A and are subject to compensation described in Exhibit B to this Agreement. B. Transaction Services. For each transaction, the Consultant shall perform all services customarily performed by a municipal advisor or financial advisor for similar municipal financing transactions. The Consultant shall assume primary responsibility for assisting the City in coordinating the planning and execution of each debt issue relating to the Project. Insofar as the Consultant is providing Services which are rendered only to the City, the overall coordination of the financing shall be such as to minimize the costs of the transaction coincident with maximizing the City's financing flexibility and capital market access. The Consultant's proposed debt issuance Services may include the following: • Establish the Financing Objectives • Develop the Financing Schedule • Monitor the Transaction Process • Review the Official Statement, both preliminary and final • Procure and Coordinate Additional Service Providers • Provide Financial Advice to the City Related to Financing Documents • Compute Sizing and Design Structure of the Debt Issue • Plan and Schedule Rating Agency Presentation and Investor Briefings • Conduct Credit Enhancement Procurement and Evaluation • Conduct Market Analysis and Evaluate Timing of Market Entry • Recommend Award of Debt Issuance • Provide Pre -Closing and Closing Assistance CITY OF SEAL BEACH/FIELDMAN, ROLAPP & ASSOCIATES, INC. Exhibit A, Page 1 FRA Project No. TBD b.pdf Specifically, Consultant will: 1. Establish the Financing Objectives. At the onset of the financing transaction process for the Project, the Consultant shall review the City's financing needs and in conjunction with the City's management, outline the objectives of the financing transaction to be undertaken and its proposed form. Unless previously determined, Consultant shall recommend the method of sale of debt and outline the steps required to achieve efficient market access. 2. Develop the Financing Timetable. The Consultant shall take the lead role in preparing a schedule and detailed description of the interconnected responsibilities of each team member and update this schedule, with refinements, as necessary, as the work progresses. 3. Monitor the Transaction Process. The Consultant shall have primary responsibility for the successful implementation of the financing strategy and timetable that is adopted for each debt issue relating to the Project. The Consultant shall coordinate (and assist, where appropriate) in the preparation of the legal and disclosure documents and shall monitor the progress of all activities leading to the sale of debt. The Consultant shall prepare the timetables and work schedules necessary to achieve this end in a timely, efficient and cost-effective manner and will coordinate and monitor the activities of all parties engaged in the financing transaction. 4. Review the Official Statement. The Consultant shall review the official statement for each debt issue relating to the Project to insure that the City's official statement is compiled in a manner consistent with industry standards. 5. Procure and Coordinate Additional Service Providers. The Consultant may act as City's representative in procuring the services of financial printers for the official statement and related documents, and for the printing of any securities. In addition, the Consultant may act as the City's representative in procuring the services of trustees, paying agents, fiscal agents, feasibility consultants, redevelopment consultants, or escrow verification agents or other professionals, if the City directs. 6. Provide Financial Advice to the City Relating to Financing Documents. The Consultant shall assist the managing underwriters, bond counsel and/or other legal advisors in the review of the respective financing resolutions, notices and other legal documents. In this regard, the Consultant shall monitor document preparation for a consistent and accurate presentation of the recommended business terms and financing structure of each debt issue relating to the Project, it being specifically understood however that the Consultant's services shall in no manner be construed as the Consultant engaging in the practice of law. CITY OF SEAL BEACH/FIELDMAN, ROLAPP & ASSOCIATES, INC. Exhibit A, Page 2 FRA Project No. TBD b.pdf 7. Compute Sizing and Design Structure of Debt Issue. The Consultant shall work with the City's staff bond counsel and other professionals of the City to design a financing structure for each debt issue relating to the Project that is consistent with the City's objectives, that coordinates each transaction with outstanding issues and that reflects current conditions in the capital markets. 8. Plan and Schedule Rating Agency Presentation and Investor Briefings. The Consultant shall develop a plan for presenting the financing program to the rating agencies and the investor community. The Consultant shall schedule rating agency visits, if appropriate, to assure the appropriate and most knowledgeable rating agency personnel are available for the presentation and will develop presentation materials and assist the City officials in preparing for the presentations. 9. Conduct Credit Enhancement Evaluation and Procurement. Upon the City's direction, the Consultant will initiate discussions with bond insurers, letter of credit providers and vendors of other forms of credit enhancements to determine the availability of and cost benefit of securing financing credit support. 10. Conduct Market Analysis and Evaluate Timing of Market Entry_. The Consultant shall provide summaries of current municipal market conditions, trends in the market and how these may favorably or unfavorably affect the City's proposed financing. a. Competitive Sales. For all types of competitive sale of debt, the Consultant shall undertake such activities as are generally required for sale of securities by competitive bid including, but not limited to the following: • Review and comment on terms of Notice of Sale Inviting Bids • Provide advice on debt sale scheduling • Provide advice on the use of electronic bidding systems • Contact potential bidders • Coordinate bid opening with the City officials • Verify bids received and make recommendations for acceptance • Provide confirmation of issue sizing, based upon actual bids received, where appropriate • Coordinate closing arrangements with the successful bidder(s) b. Negotiated Sales. In the case of a negotiated sale of debt (which can include private placement with a bank or financial institution or obtaining an SRF or an I -Bank loan), the Consultant shall perform an evaluation of market conditions preceding the negotiation of the terms of the sale of debt and will assist the City with the CITY OF SEAL BEACH/FIELDMAN, ROLAPP & ASSOCIATES, INC. Exhibit A, Page 3 FRA Project No. TBD b.pdf negotiation of final issue structure, interest rates, interest cost, reoffering terms and gross underwriting spread and provide a recommendation on acceptance or rejection of the offer to purchase the debt. This assistance and evaluation will focus on the following areas as determinants of interest cost: • Size of financing • Sources and uses of funds • Terms and maturities of the debt issue • Review of the rating in pricing of the debt issue • Investment of debt issue proceeds • Distribution mix among institutional and retail purchasers • Interest rate, reoffering terms and underwriting discount with comparable issues • Redemption provisions 11. Recommend Award of Debt Issuance. Based upon activities outlined in Task 10(a) and 10(b) above, the Consultant will recommend accepting or rejecting offers to purchase the debt issue. If the City elects to award the debt issue, the Consultant will instruct all parties and help facilitate the actions required to formally consummate the award. 12. Provide Pre -Closing and Closing Activities. The Consultant shall assist in arranging for the closing of each financing. The Consultant shall assist counsel in assuming responsibility for such arrangements as they are required, including arranging for or monitoring the progress of bond printing, qualification of issues for book -entry status, signing and final delivery of the securities and settlement of the costs of issuance. C. Analvtical Services The Consultant shall provide general on-call analytical services for the City, included but not limited to: review of existing and development of new financial policies and practices; development of new or the update of existing financial models, including the City's budget forecast model; review and analysis of financing options, including pension funding alternatives and the development of a pension funding plan; review and analysis of refunding opportunities presentations to staff and the City Council; as well as other ad-hoc professional financial advisory services required by the City. D. Special Financing Services. The City may request that Consultant provide additional services beyond the scope of those referenced in Section 1 and specifically listed in Exhibit A to this Agreement. Services performed for the City by Consultant that are not otherwise specifically identified in Exhibit A to this Agreement shall be Additional Services. Additional Services include, but are not limited to, the following: • Assisting the City in obtaining enabling legislation or conducting referendum elections. CITY OF SEAL BEACH/FIELDMAN, ROLAPP & ASSOCIATES, INC. Exhibit A, Page 4 FRA Project No. TBD b.pdf • Extraordinary services and extensive computer analysis in the structuring or planning of any debt issue or financing program. • The repeat of any element of a service described in Exhibit A to this Agreement which is made necessary through no fault of Consultant. • Financial management services, including development of financial policies, capital improvement plans, economic development planning, credit analysis or review and such other services that are not ordinarily considered within the scope of services described in Exhibit A to this Agreement. • Services rendered in connection with any undertaking of the City relating to a continuing disclosure agreement entered into in order to comply with Securities and Exchange Commission Rule 15c2-12 or other similar rules. • Services rendered to the City in connection with calculations or determination of any arbitrage rebate liability to the United States of America arising from investment activities associated with debt issued to fund the Project. CITY OF SEAL BEACH/FIELDMAN, ROLAPP & ASSOCIATES, INC. Exhibit A, Page 5 FRA Project No. TBD b.pdf EXHIBIT B TO PROFESSIONAL SERVICES AGREEMENT FOR MUNICIPAL ADVISOR BY AND BETWEEN THE CITY OF SEAL BEACH AND FIELDMAN, ROLAPP & ASSOCIATES, INC. Compensation and Expenses Part 1 Transaction Based Compensation. For Services involving debt issuance as referenced in Section B of Exhibit A, including Services performed after the adoption of Resolution of Issuance by the City Council, the Consultant will be compensated at a fee which shall be determined prior to the start of such Services and mutually agreed upon by both the City and the Consultant. Payment of compensation earned by Consultant pursuant to this Part 1 is expected to be paid from the costs of issuance associated with the debt issuance. However, if this Agreement is terminated prior to the successful issuance of the debt or if the City otherwise decides to terminate the proceedings for the transaction prior to debt issuance, Consultant may submit its invoice with respect to the transaction to the City Treasurer/Finance Director (the "Finance Director") within 30 days after receiving of the City's notice of such termination. The invoice shall specify the fee for services rendered for such transaction pursuant to this Agreement (based on the number of hours worked, at the rates indicated below); provided that the total fee due under such invoice shall in no event exceed the amount otherwise payable if the debt was successfully issued. Upon receipt of the invoice, the Finance Director shall make a determination on whether the invoice is acceptable based on the work performed to the City's satisfaction and may request Consultant to submit a revised invoice based on such determination. Once the Finance Director determines that the invoice is acceptable, the City shall make the payment within 30 days. Part 2 Hourly Compensation. For Services and Additional Services referenced in Section 1 and Section 2 of this Agreement, (including Services performed for a debt issuance prior to the adoption of Resolution of Issuance by City Council for such debt issuance transaction), the Consultant will be compensated at the then current hourly rates. The table below reflects the rates in effect as of the date of execution of this Agreement. Personnel Hourlv Rate Executive Officer...............................................................$375.00 Principal............................................................................. $345.00 Executive / Senior Vice President .....................................$330.00 Vice President....................................................................$275.00 Assistant Vice President ....................................................$235.00 Senior Associate................................................................$200.00 Associate............................................................................$180.00 Analyst...............................................................................$115.00 Administrative Assistant ......................................................$90.00 Clerical................................................................................. $55.00 CITY OF SEAL BEACH/FIELDMAN, ROLAPP & ASSOCIATES, INC. Exhibit B, Page 1 FRA Project No. TBD b.pdf Hourly Compensation will be billed on a monthly basis and is due thirty (30) days from invoice date. Invoices not paid within sixty (60) days are subject to a two percent (2.00%) late fee for every month payment is late. Expenses Expenses will be billed for separately and will cover, among other things, travel, lodging, subsistence, overnight courier, conference calls, and computer charges. Advances made on behalf of the City for costs of preparing, printing or distributing disclosure materials or related matter whether by postal services or electronic means, may also be billed through to the City upon prior authorization. Additionally, a surcharge of 6% of the compensation amount is added to verifiable out-of-pocket costs for recovery of costs such as telephone, postage, document reproduction and the like. Limiting Terms and Conditions With respect to each debt issuance transaction, the fee referenced in Part 1 above, presumes attendance at up to 8 meetings in the City's offices or such other location within a 25 -mile radius of the City place of business as the City may designate. Preparation for, and attendance at additional City Council meetings may be charged at our normal hourly rates referenced in Part 2 above. Abandonment Except as otherwise provided above, if, once commenced, the services of the Consultant are terminated prior to completion of the assignment for any reason, the Consultant will be compensated for professional services and reimbursed for expenses incurred through the time of receipt of notification of such termination at the standard hourly rates shown above. CITY OF SEAL BEACH/FIELDMAN, ROLAPP & ASSOCIATES, INC. Exhibit B, Page 2 FRA Project No. TBD b.pdf EXHIBIT C TO PROFESSIONAL SERVICES AGREEMENT FOR MUNICIPAL ADVISOR BY AND BETWEEN THE CITY OF SEAL BEACH AND FIELDMAN, ROLAPP & ASSOCIATES, INC. MSRB Rule G-42 requires that municipal advisors provide to their clients disclosures relating to all material conflicts of interest, including certain categories of potential conflicts of interest identified in Rule G-42, if applicable. With respect to all aspects of the relationship between Consultant and the City, Consultant adheres to its fiduciary duty to the City, which includes a duty of loyalty to the City in performing all municipal advisory activities for the City. The duty of loyalty obligates Consultant to deal honestly and with the utmost good faith with the City and to act in the City's best interest without regard to any interest Consultant has or may have. Consultant has a wide range of clients so our success and profitability are not dependent on maximizing short-term revenue generated from individual recommendations to our clients but is instead dependent on long-term profitability based on a foundation of integrity, quality and adherence to our fiduciary duty. Furthermore, Consultant's supervisory structure provides strong safeguards against individual representatives of Consultant violating their duty due to personal interests. Consultant makes the following representations to the City with regard to the Services: A. Other than the compensation described in the Agreement, we have no other interest, direct or indirect, that would interfere with or impair in any matter or degree the performance of our obligations. During our work on the Services, we do not intend to acquire or obtain any such interest, direct or indirect. If any such interest is acquired or obtained, we will immediately advise the City. B. We have not provided any gift or consideration to any officer, employee or agent of the City to either obtain the Agreement or any assignment from the City, including the Services. Neither our firm, nor its officers or employees will provide any such gift or consideration to any officer, employee or agent of the City to influence decisions with regard the Services or our obligations under the Agreement. C. Our compensation for Transaction Services will be based on the size of the transaction. While this form of compensation is customary in the market for financial services to municipal entities, this may present conflict of interest as we would have an incentive to recommend to the City the Project even if it is unnecessary or provides insufficient benefit or advise the City to increase the size of the Project. This potential conflict is mitigated by Consultant's fiduciary duty to the City. D. The City has employed and may employ Applied Best Practices LLC, an affiliated entity to us, with regard to the performance of its continuing disclosure obligations. This relationship has the potential to result in a conflict of interest by creating an incentive for Consultant to recommend to the City a course of action that would increase the City's business activity with the affiliated entity or conversely that would discourage a course of action that would decrease the City's business activity with the affiliated entity. The conflict is mitigated by Consultant's fiduciary duty to the City. Moreover, if Consultant makes a recommendation that could influence the level of business with an affiliated CITY OF SEAL BEACH/FIELDMAN, ROLAPP & ASSOCIATES, INC. Exhibit C, Page 1 FRA Project No. TBD b.pdf entity, Consultant will consider alternatives to the recommendation, which will be disclosed to the City. Moreover, the affiliated entities are each subject to regulation by the MSRB and the SEC. E. At the present time, Consultant has determined in connection with general financial advisory services, after exercising reasonable diligence, that it has no known material conflicts of interest that would impair its ability to provide advice in accordance with its fiduciary duty to municipal entity clients such as the City. To the extent any such material conflicts of interest arise after the date of this disclosure, Consultant will provide information with respect to such conflicts. Information Regarding Legal Events and Disciplinary Actions MSRB Rule G-42 requires that municipal advisors provide their clients disclosures of legal or disciplinary events material to the evaluation of the municipal advisor or the integrity of the municipal advisor's management or advisory personnel. Consultant sets out required disclosures and related information below: A. There are no legal or disciplinary events material to the City's evaluation of Consultant or the integrity of Consultant's management or advisory personnel disclosed, or that should be disclosed, on any Form MA or Form MA -I with the Securities and Exchange Commission (the "SEC"). Consultant's most recent Form MA and each most recent Form MA -I filed with the SEC are available on the SEC's EDGAR system at: http://www.sec.gov/cgi-binibrowse-edgar?action= etg company&CIK=0001612429 CITY OF SEAL BEACH/FIELDMAN, ROLAPP & ASSOCIATES, INC. Exhibit C, Page 2 FRA Project No. TBD b.pdf i�0� SEA('ec�9ti f� G� nyy AGENDA STAFF REPORT �1'',,C'QCIFORN�P'r DATE: March 22, 2021 TO: Honorable Mayor and City Council THRU: Jill R. Ingram, City Manager FROM: Kelly Telford, CPA, Finance Director/Treasurer SUBJECT: Approving and Authorizing the City Manager to Execute Amendment No. 2 to the Consultant Services Agreement with MuniServices, LLC to Provide Business License Discovery and Recovery Audit Services SUMMARY OF REQUEST: That the City Council adopt Resolution 7124 to: 1. Approve Amendment No. 2 to the Consultant Services Agreement with MuniServices, LLC to provide business license discovery and recovery audit services; and, 2. Authorizing the City Manager to execute the Agreement and associated budget adjustments. BACKGROUND AND ANALYSIS: On February 11, 2014 the City contracted with MuniServices, LLC for consulting services related to Utility Users Tax, including general advisory services and utility users' tax auditing services. On September 14, 2015, the City and MuniServices, LLC agreed to amend the Agreement in order to satisfy certain regulatory requirements. The Finance Department has determined that business license auditing services would assist in ensuring compliance with the City's Municipal Code. As such, the City is seeking to amend the current contract with MuniServices, LLC to include these services. Business license discovery and recovery audit services would be provided for at a 30% contingency fee, meaning that MuniServices, LLC would charge the City 30% of any revenues the City receives based on the discovery work performed to locate businesses operating within City limits without a valid business license. This contract would exclude oil revenue recovery without the written advance authorization of the Director of Finance. The professional services provided under this agreement are exempt from the City's bidding Agenda Item H requirement pursuant to Seal Beach Municipal Code Sections 3.20.025(B) and (C). The true importance of business license discovery is not necessarily to increase Business License revenues generated, but to ensure all businesses operating within the City are known to the City, are operating in an area zoned for that type of activity, and to cross-reference this information with other sources to ensure accurate collection of sales tax, transient occupancy tax, property tax and other revenues due the City. ENVIRONMENTAL IMPACT: There is no environmental impact related to this item. LEGAL ANALYSIS: No legal analysis is required for this item. FINANCIAL IMPACT: As these services are based on contingency fees (the contractor would receive a percentage of the revenues recovered for the City through the audits performed), Amendment No. 2 does not include not -to -exceed amounts. Staff is requesting that the City Council authorize the City Manager to approve associated budget adjustments for contingency fees due to the contractors based on recovered revenues. In these cases, the budget adjustments would include increased revenues and a smaller increase in expenditures based on the contingency fees included in the proposed agreements and would have a positive impact on General Fund fund balance. In no case will the cost of services provided through these agreements exceed the approved budget for the fiscal year for these services. STRATEGIC PLAN: This item is not applicable to the Strategic Plan. MEASURE BB: This item is not applicable to Measure BB, the Seal Beach Neighborhood and Essential Services Protection Measure. Page 2 RECOMMENDATION: That the City Council adopt Resolution 7124 to: 1. Approve Amendment No. 2 to the Consultant Services Agreement with MuniServices, LLC to provide business license discovery and recovery audit services; and, 2. Authorizing the City Manager to execute the Agreement and associated budget adjustments. SUBMITTED BY: Kelly Telford Kelly Telford, CPA, Finance Director/Treasurer NOTED AND APPROVED: Jill R. Ingram Jill R. Ingram, City Manager ATTACHMENTS: A. Resolution 7124 B. Amendment No. 2 to the Consultant Services Agreement with MuniFinancial, LLC Page 3 RESOLUTION 7124 A RESOLUTION OF THE SEAL BEACH CITY COUNCIL APPROVING AMENDMENT NO. 2 TO THE CONSULTANT SERVICES AGREEMENT WITH MUNISERVICES, LLC FOR BUSINESS LICENSE DISCOVERY AND RECOVERY AUDIT SERVICES THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE: Section 1. The City Council hereby approves Amendment No. 2 to that certain consultant services agreement between the City of Seal Beach and MuniServices, LLC dated February 11, 2014, as amended, to provide Business License Discovery and Recovery Services, in the form attached hereto as Exhibit A. Section 2. The Council hereby authorizes the City Manager to execute the Amendment and associated budget amendments as necessary. PASSED, APPROVED AND ADOPTED by the Seal Beach City Council at a regular meeting held on the 22nd day of March, 2021 by the following vote: AYES: Council Members NOES: Council Members ABSENT: Council Members ABSTAIN: Council Members Joe Kalmick, Mayor ATTEST: Gloria D. Harper, City Clerk STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7124 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 22nd day of March, 2021. Gloria D. Harper, City Clerk Amendment No. 2 to Consultant Services Agreement This Amendment No. 2 is made as of March _, 2021, by and between the City of Seal Beach, a municipal corporation ("CITY"), and MuniServices, LLC, a Delaware limited liability company ("CONSULTANT"), collectively the Parties. RECITALS A. On or about February 11, 2014, the CITY and CONSULTANT, entered into an agreement No.1, (hereinafter "Contract") to perform, among other things, certain compliance and protective services in connection with the CITY's utility users tax (hereinafter "UUT"), including a telecommunications UUT; B. On or about September 14, 2015, the CITY and CONSULTANT agreed to amend the Contract in order to satisfy the requirements of AB 1717, by adding the authorizations and restrictions therefrom to the services described in the Contract via amendment No.1; C. Byway of this Amendment, the CITY desires for CONSULTANT to also provide Business License Discovery and Recovery Audit Services. NOW, THEREFORE, in consideration of the mutual promises and covenants contained here, the Parties agree as follows: AGREEMENT 1. Add to the Agreement the attached Article 7 for Business License Discovery and Recovery Audit Services. The attached Article 7 for Business License Discovery Recovery Audit Services is hereby added under ATTACHMENT 1 of the Agreement as if fully set forth. 2. Other terms: All other terms and conditions of the Agreement remained unchanged. IN WITNESS WHEREOF, the parties are signing this Amendment on the date stated in the introductory paragraph. CONSULTANT CITY MuniServices, LLC City of Seal Beach, a Delaware Limited Liability Company a Municipal Corporation Q It& %fie& Mike Melka Chief Financial Officer Seal Beach, CA — Amend No. 2 LTC D&R Audit 02125121 (signature) (print name/title) ARTin F 7 LOCAL TAX COMPLIANCE SERVICES (DISCOVERY RECOVERY AUDIT) A. Objectives and Methods CONSULTANT's Local Tax Compliance service ("LTC") is designed to assist the CITY in locating tax revenue that the CITY may not be receiving from its local tax registry. CONSULTANT provides detection, documentation and correction of errors and omissions causing deficiencies thereby producing new revenue that would not otherwise have been realized by the CITY. Moreover, our team works in full and collaborative partnership with CITY's revenue staff to supplement the operations and procedures currently in place. The LTC service also aims to reduce future errors by informing the businesses that are identified as having errors or omissions about the proper methods of compliance. Informing business owners of the requirements of the ordinance helps to prevent future mistakes by businesses making future enforcement efforts by the CITY less burdensome for the CITY. Al. Scope of Work CONSULTANT provides the LTC service as follows: 1.1. Initial Meeting. CONSULTANT meets with the CITY staff to review the procedures and objectives of the LTC service, business entity relations and logistical matters, including establishing an appropriate liaison with CITY management and staff and logical checkpoints for measuring progress (the "Initial Meeting"). CONSULTANT and CITY shall schedule the meeting within 10 days after CONSULTANT receives the fully signed copy of the Agreement from the CITY with this Exhibit attached. 1.2. Workplan. Based on the Initial Meeting, CONSULTANT develops a workplan that incorporates the logistical matters agreed to in the Initial Meeting and describes in detail how the objectives of the LTC service shall be met (the "Workplan"). 1.3. Commencement of services. After the Workplan is developed, CONSULTANT shall begin providing the services described in paragraphs 1.4 thru 1.5 below. CONSULTANT's obligation to provide services is contingent on the CITY providing the necessary information and cooperation. 1.4. Discovery Services. Discovery Services are designed to provide a full-service solution to the CITY's business license enforcement procedures. It does not replace current functions but provides a focused and fulltime solution to the identification of entities subject to taxation by the CITY, which are not properly registered, or otherwise not reporting taxes to the CITY. In performing the Discovery Services, CONSULTANT shall: a. Establish a comprehensive inventory of the entities subject to taxation by the CITY and the database elements needed to facilitate a comprehensive comparative analysis with the CITY's records of those entities that are properly registered; b. Compare CONSULTANT's database of business records with the CITY's records to identify potential non - reporting and non -registered entities subject to taxation; c. For unregistered or non -reporting entities identified and confirmed, assist the entities, as necessary, to complete the CITY's applicable registration form(s) and determine the amount of tax due for current and prior periods (plus applicable interest and penalties, where appropriate); d. Invoice entities (including supporting documentation) on behalf of the CITY for the amount of identified deficiencies, with payment to be remitted to CONSULTANT; e. Ensure that all submitted registration forms are completed correctly and in their entirety; Seal Beach, CA — Amend No. 2 LTC D&R Audit 02125121 2 f. Forward all completed registration forms and associated payments to the CITY in batches at the frequency directed by the CITY. Applications will be forwarded with copies of the payments and payments deposited into an account designated by the CITY; g. Collect the amount of identified deficiencies, together with supporting documentation, and remit payment received to the CITY in bi-weekly batches; typically on the 15' and by the last business day of each month. (CONSULTANT shall follow the CITY's business rules in collecting partial payments or the taxes in full at the CITY's direction); h. Establish a call center open during normal business hours to assist entities with questions concerning application of the CITY's taxes, and reporting and remittance requirements; i. Educate entities regarding the CITY's reporting requirements to prevent recurring deficiencies in future years; j. Contact personnel in sales, operations and/or tax accounting at each target business to determine whether a business license fee is due, when necessary and appropriate. This is accomplished with the highest regard to discretion and professional conduct. CONSULTANT's LTC audits are predicated on a non -controversial, constructive public relations approach that emphasizes the importance of each business to the CITY and the mutual benefits of correcting non -reporting errors; k. Provide reports addressing each taxpayer not reporting, including the business name, address, and telephone number to the CITY; and I. Monitor and analyze the business license registration files of the CITY each quarter in order to determine non -reporting businesses. 1.5. Deficiency Audit Services. Deficiency Audit Services are designed to identify entities subject to taxation by the CITY that are not properly reporting the full amount of tax which they are subject to under the CITY's ordinances. Deficiency Audit Services also identifies entities that are potentially underreporting, or not reporting all applicable taxes. CONSULTANT reviews entities' records to ensure compliance with the CITY's taxes. In performing the Deficiency Audit Services, CONSULTANT shall: a. Establish a comprehensive inventory of the registered entities subject to taxation by the CITY and the database elements needed to facilitate an analysis of records of those entity's current and prior year's tax remittance; b. Compare CONSULTANT's records with the CITY's records to identify potential under -reporting entities subject to taxation; c. Meet with designated CITY staff to review and discuss potential audit candidates and mutually agree which entities will be subject to review. Only entities mutually agreed by CONSULTANT and the CITY to be reviewed shall be subject to CONSULTANT's audit services. d. For potential under -reporting entities identified, CONSULTANT shall obtain authorization from the CITY to conduct a review of the entities' records and determine the amount of tax due for current and prior periods (plus applicable interest and penalties, where appropriate). e. Submit audit summaries (also referred to as "Deficiency Notice") to the CITY to permit the CITY to determine the amount of a deficiency owed, if any. A2. Deliverables CONSULTANT shall provide the CITY with audit progress reports to include the following: 1. Status of work in progress, including copies of reports provided to taxpayers/intermediaries addressing each reporting error/omission individually, including where applicable the business name, address, telephone number, account identification number, individuals contacted, date(s) of contact, nature of business, reason(s) for error/ omission and recommended corrective procedure; 2. Actual revenue produced for the CITY by CONSULTANT's service on a quarterly and cumulative basis; 3. Projected revenue forthcoming to the CITY as a result of CONSULTANT's audit service, specified according to source, timing, and one-time versus ongoing; and Seal Beach, CA — Amend No. 2 LTC D&R Audit 02125121 3 4. Alphabetical listing of all errors/omissions detected for the CITY by CONSULTANT, including the account number, correction status, payment amount received by the CITY, period to which payment is related and payment type (e.g., reallocation, deficiency assessment) for each one. Timing and Reporting CONSULTANT shall commence project planning within 10 working days following authorization. A3. CITY Assistance The CITY agrees to: a. Provide an electronic copy of the CITY's License Registration File and License Payment History file to CONSULTANT, together with any other information necessary for CONSULTANT to compute CONSULTANT's billing for services, in electronic format, to CONSULTANT on no less than a quarterly basis during the term of the Agreement and thereafter for so long as CONSULTANT's right to invoice for services rendered continues; b. Use reasonable and diligent efforts to collect, or to assist CONSULTANT in the collection of, deficiencies identified by CONSULTANT pursuant to this Agreement. For accounts that remain uncollected after CONSULTANT has exhausted its efforts to collect through the standard process, CONSULTANT and the CITY may mutually agree to special procedures that will make further attempts to collect amounts still outstanding. Typically, these processes will be implemented by CONSULTANT; and c. Notify CONSULTANT within 10 days following receipt by the CITY of payments, if any, resulting from deficiencies identified by CONSULTANT. Because CONSULTANT's LTC Service may result in collection of deficiencies after termination of the Agreement, the CITY's obligation to collect fees and notify CONSULTANT, and CONSULTANT's right to continue to receive contingency fees, shall survive termination of this Agreement for any reason. The CITY shall have the right, at the CITY's option, to elect not to proceed with recovery of any identified deficiencies. Deficiencies which are uncollectible due to insolvency or dissolution of the entity liable, or for deficiencies which are otherwise incapable of collection (e.g. statute of limitations expiration or other legal defense) shall not be considered an "election" by the CITY for the purposes of this Agreement. For deficiencies otherwise collectable but for which the CITY elects not to collect, the CITY shall notify CONSULTANT of its election not to pursue ("waive") collection of said deficiencies. CONSULTANT shall be entitled to one-half (%) of the fee CONSULTANT would have been entitled to for the waived portion of the deficiency. Seal Beach, CA — Amend No. 2 LTC D&R Audit 02125121 4 COMPENSATION LOCAL TAX COMPLIANCE SERVICES (DISCOVERY RECOVERY AUDIT) B. DISCOVERY SERVICES CONSULTANT's compensation for providing Discovery Services shall be a contingency fee of 30% of the additional revenue received by the CITY from the services. The 30% shall apply to the current tax year, all eligible prior period revenues, and any applicable penalties, interest, and late charges. The contingency fee only applies to revenue actually received by the CITY. The term "current tax year" shall mean the most recent tax year for which local taxes are due and payable to the CITY, and in which CONSULTANT has identified deficiencies. In the event that the CITY identifies, documents, and notifies CONSULTANT of a particular business entity that has not been reporting, or misreported its business license taxes properly, the CITY will notify CONSULTANT within ten (10) days after the discovery. If the CITY properly notifies CONSULTANT of the deficiency, then CONSULTANT will reduce its contingency fee to a 15% for that particular business entity identified by the CITY. If the CITY fails to notify CONSULTANT as provided above and CONSULTANT later discovers, documents, and reports the reporting error, then CONSULTANT will be entitled to the full compensation of 30% for that particular deficiency. C. AUDIT SERVICES CONSULTANT's compensation for the Audit Services shall be a contingency fee of 30%. The 30% contingency fee shall apply to revenue received by the CITY as a result of deficiencies identified in the review and shall include any eligible prior period revenues together with all applicable penalties, interest and late charges. The CITY agrees to use reasonable and diligent efforts to collect deficiencies identified by CONSULTANT. TAXPAYERS' PAYMENTS AND CONSULTANT'S INVOICE PROCESS The following section describes how CONSULTANT handles the taxpayers' payments and invoices the CITY for its fees. a. Taxpayers' payments received by CONSULTANT shall be deposited into a general escrow account maintained by CONSULTANT. The taxpayers' payments deposited into the escrow account shall be remitted to the CITY on a bi- weekly basis (typically on the 15' and by the last business day of each month) net of CONSULTANT's fees. b. CONSULTANT shall send to the CITY a remittance package no less frequently than once per month that shall contain the taxpayer business license application, copy of the taxpayer payment, other supporting documents received from the taxpayer, a CONSULTANT generated report identifying each taxpayer payment received and the amount of CONSULTANT fees attributed to the taxpayer payment, a check made payable to the CITY for the amount of fees collected less CONSULTANT's fees, and an invoice showing our contingency fee. c. Should there be any disputed payments; CONSULTANT shall work with CITY to mutually resolve these issues. If the resolution results in CITY's favor, CONSULTANT shall refund the applicable portion of the fee to CITY within 10 days of resolution. D. Additional Consulting CITY may request that CONSULTANT provide additional consulting services at any time during the term of the Agreement. If CONSULTANT and CITY agree on the scope of the additional consulting services requested, then CONSULTANT shall provide the additional consulting on a time and materials basis. Depending on the personnel assigned to perform the work, CONSULTANT's standard hourly rates range from $75 per hour to $200 per hour. These additional consulting services shall be invoiced at least monthly based on actual time and expenses incurred. All reimbursable expenses shall receive prior approval from the CITY and shall be reimbursed at cost to CONSULTANT. Seal Beach, CA — Amend No. 2 LTC D&R Audit 02125121 5 i�0� SEA('ec�9ti f� G� nyy AGENDA STAFF REPORT �1'',,C'QCIFORN�P'r DATE: March 22, 2021 TO: Honorable Mayor and City Council THRU: Jill R. Ingram, City Manager FROM: Steve Myrter, P.E., Director of Public Works SUBJECT: Approving and Authorizing Amendment No. 2 to Professional Services Agreement with Pacific Advanced Civil Engineering, Inc. and Authorizing the City Manager to approve Optional Task and to further amend the Agreement for said additional services for Lampson Well Treatment Analysis, CIP WT1902 SUMMARY OF REQUEST: That the City Council adopt Resolution 7125: Approving Amendment No. 2 to the Professional Services Agreement with Pacific Advanced Civil Engineering, Inc. for additional engineering services in the amount of $379,105, and a revised not -to -exceed total amount of $441,605 for Lampson Well Treatment Analysis (WT1902), and extending the term to and including December 31, 2025; and, 2. Authorizing the City Manager to execute Amendment No. 2; and, 3. Approving Budget Amendment BA 21-09-04 in the amount of $300,000 for the Lampson Well Treatment Analysis, WT1902. BACKGROUND AND ANALYSIS: The City owns and maintains four (4) water production wells — (1) Lampson Well, (2) Beverly Manor Well, (3) Leisure World Well, and (4) Bolsa Chica Well. The Lampson Well is located at the easterly end of the Old Ranch Country Club on Lampson Avenue. When Lampson Well runs for long periods of time or at higher flow rates, there is an increase in hydrogen sulfide (H2S) concentrations. While H2S is identified under the National Secondary Drinking Water Regulations for aesthetic effects and is not a health and safety concern, the nuisance odor from H2S is distinct. Staff's current short-term solution is to modify the chlorine treatment and minimize the Agenda Item I well's operation. A more permanent solution is desired to ultimately achieve increased well production capacity and operational flexibility. On December 19, 2019, the City entered into an agreement with Pacific Advanced Civil Engineering, Inc. (PACE) to conduct the Lampson Well Treatment Analysis Pilot Project. The Pilot Project analyzed the viability of using a Biological Activated Carbon (BAC) treatment to reduce/remove the H2S nuisance odor. Phase I Pilot Test results yielded additional treatment options to further investigate. On April 27, 2020, the City entered in Amendment No. 1 to the PACE agreement to proceed with Phase II Pilot Test. Amendment No. 1 increased PACE's compensation by $29,500, for a revised contract amount of $62,500. The Pilot Tests are now completed earlier than anticipated. Staff now recommends proceeding with the full scale installation to permanently resolve the issue. This would be done by amending PACE's contract to prepare the permanent H2S removal system design, versus soliciting for additional design proposals, as allowable by Seal Beach Municipal Code 3.20.025(c). PACE has been leading the Pilot Test and has intimate knowledge of the Lampson Well Operations. PACE is also the pioneer of using BAC as a potable water bacterial treatment system and the first to gain approval for use of this treatment process by the California State Water Quality Control Board, Division of Drinking Water (DDW). The City of Huntington Beach Well No. 9 is an example of a PACE's successful BAC treatment system implementation that lowered H2S to non -detect levels. PACE submitted a cost proposal for the engineering phase for a not -to -exceed amount of $280,785. Staff has reviewed the proposal and finds this amount to be reasonable given the Project's sensitivity and complexity. PACE's engineering phase scope of work would generally include the following: • Assist City with obtaining DDW approvals and complete associated analyses and plans. • Prepare a preliminary design report and concept site plans. • Prepare construction plans, specifications, and cost estimates. • Provide bid and construction engineering support. • Provide treatment system start-up support. • Provide operator training. • Provide two (2) years of remote system monitoring. A long lead-time item is the Program Logic Controller (PLC) that will provide automated and manual controls of the BAC treatment system. The PLC will need to be custom built and programmed to meet the City's specific operational needs. As an additive task, PACE has provided a cost proposal to procure materials, fabricate and program the panel for a not -to -exceed cost of $98,320. This option will likely yield both cost and time savings compared to including this PLC work as part of the construction contract. Staff recommends the incorporation of this Page 2 additive task as part of Amendment No. 2 for a not -to -exceed amount of $379,105, and a revised total Agreement amount of $441,605. ENVIRONMENTAL IMPACT: This item is not subject to the California Environmental Quality Act ("CEQA") under Section 15061(b)(3) of the state CEQA Guidelines because it can be seen with certainty that approval of a professional services agreement with Pacific Advanced Civil Engineering, Inc. will not have a significant effect on the environment. Environmental impacts related to the project construction will be assessed and confirmed under a separate effort. LEGAL ANALYSIS: The City Attorney has approved the agreement and resolution as to form. FINANCIAL IMPACT: The 5 -Year CIP anticipated completion of the Pilot project in the current fiscal year and beginning the design phase for the permanent solution in Fiscal Year 2021-22 with an estimated appropriation of $500,000. With the success of the Pilot project, staff recommends accelerating the timeline rather than waiting until the new fiscal year begins. The table below presents the estimated breakdown of the engineering phase costs included as part of Amendment No. 2: Description Amount Engineering $ 280,785 Program Logic Controller 98,320 Total $ 379,105 The FY 2020-2021 Capital Improvement Program budget allocated $100,000 for the Lampson Well Treatment Analysis, WT1902. Budget Amendment BA 21-09- 04 will allocate an additional $300,000 for the Project using available fund balance as follows: Descriation Account Water Fund - 019-950-49605 Capital CIP Project Project WT1902 Expenditures Revised/ Adopted Budget $ 100,000 Page 3 Proposed Budget $ 400,000 Budget Amendment $ 300,000 STRATEGIC PLAN: This item is not applicable to the Strategic Plan. MEASURE BB: This item is not applicable to Measure BB, the Seal Beach Neighborhood and Essential Services Protection Measure. RECOMMENDATION: That the City Council adopt Resolution 7125: 1. Approving Amendment No. 2 to the Professional Services Agreement with Pacific Advanced Civil Engineering, Inc. for additional engineering services in the amount of $379,105, and a revised not -to -exceed total amount of $441,605 for Lampson Well Treatment Analysis (WT1902), and extending the term to and including December 31, 2025; and, 2. Authorizing the City Manager to execute Amendment No. 2; and, 3. Approving Budget Amendment BA 21-09-04 in the amount of $300,000 for the Lampson Well Treatment Analysis, WT1902. SUBMITTED BY: Steve Myrter Steve Myrter, P.E., Director of Public Works NOTED AND APPROVED: Jill R. Ingram Jill R. Ingram, City Manager Prepared by: Iris Lee, Deputy Public Works Director/City Engineer ATTACHMENTS: A. Resolution 7125 B. Agreement with PACE C. Amendment No. 1 with PACE D. Amendment No. 2 with PACE Page 4 RESOLUTION 7125 A RESOLUTION OF THE SEAL BEACH CITY COUNCIL APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE AMENDMENT NO. 2 TO THE PROFESSIONAL SERVICES AGREEMENT WITH PACIFIC ADVANCED CIVIL ENGINEERING, INC. FOR THE LAMPSON WELL TREATMENT ANALYSIS PROJECT, WT1902 WHEREAS, on December 19, 2019, the City entered into a Professional Services Agreement with Pacific Advanced Civil Engineering, Inc. (PACE) in the amount of $33,000 to provide professional engineering services for the Lampson Well Treatment Analysis, WT1902 (Project); and, WHEREAS, on April 27, 2020, the City entered into Amendment No. 1 of the Professional Services Agreement with PACE and revised the total contract amount to $62,500 for the Project; and, WHEREAS, the City desires to engage PACE to provide additional professional engineering services for the engineering phase of the Project, and to extend the term of the Agreement; and, WHEREAS, PACE provided a cost proposal to provide these additional services in a not -to -exceed amount of $379,105. NOW, THEREFORE, THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE: SECTION 1. The City Council hereby approves Amendment No. 2 to the Professional Services Agreement dated December 19, 2019 between the City of Seal Beach and Pacific Advanced Civil Engineering, Inc., as follows: A. Authorizing additional Lampson Well Treatment Analysis professional engineering services (collectively "Additional Services"), as set forth in Exhibit "A-2" to Amendment No. 2, attached hereto and incorporated herein by this reference, with a term ending December 31, 2025; and, B. Increasing Consultant's compensation by $379,105 for the Additional Services for the engineering phase of the Project, as set forth in Exhibit "A-2" to Amendment No. 2, for a revised total contract amount not -to -exceed $441,605 for all services under the Agreement, Amendment No. 1, and Amendment No. 2; and, C. Authorizing the City Manager to execute Amendment No. 2. SECTION 2. The City Council hereby approves Budget Amendment 21-09-04 in the amount of $300,000 for the Lampson Well Treatment Analysis (WT1902) as follows: Revised/ Adopted Proposed Budget Description Account Budget Budget Amendment Water Fund - 019-950-49605 $ 100,000 $ 400,000 $ 300,000 Capital CIP Project Project WT1902 Expenditures PASSED, APPROVED AND ADOPTED by the Seal Beach City Council at a regular meeting held on the 22nd day of March, 2021 by the following vote: AYES: Council Members NOES: Council Members ABSENT: Council Members ABSTAIN: Council Members Joe Kalmick, Mayor ATTEST: Gloria D. Harper, City Clerk STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7125 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 22nd day of March, 2021. Gloria D. Harper, City Clerk PROFESSIONAL SERVICES AGREEMENT for Lampson Well Treatment Analysis — Pilot Project Professional Engineer Services between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 M Pacific Advanced Civil Engineering, Inc. 17520 Newhope Street, Suite 200 Fountain Valley, CA 92708 (714) 714-481-7300 This Professional Service Agreement ("the Agreement') is made as of December 19, 2019 (the "Effective Date"), by and between Pacific Advanced Civil Engineering, Inc. ("Consultant'), a California C Corporation, and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). RECITALS A. City desires certain professional engineering services for the Lampson Well Treatment Analysis — Pilot Project. B. Pursuant to the authority provided by its City Charter and Seal Beach Municipal Code § 3.20.025(C), City desires to engage Consultant to provide professional engineering services in the manner set forth herein and more fully described in Section 1.0. C. Consultant represents that the principal members of its firm are qualified professional engineers and are fully qualified to perform the services contemplated by this Agreement in a good and professional manner; and it desires to perform such services as provided herein. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1.OScope of Services 1.1. Consultant shall provide those services (collectively "Services") set forth in the Scope of Services attached hereto as Exhibit A and incorporated herein by this reference. To the extent that there is any conflict between Exhibit A and this Agreement, this Agreement shall control. 1.2. Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City. 1.3. In performing this Agreement, Consultant shall comply with all applicable provisions of federal, state, and local law. 1.4. As a material inducement to City to enter into this Agreement, Consultant hereby represents that it has the experience necessary to undertake the Services to be provided. In light of such status and experience, Consultant hereby covenants that it shall follow the customary professional standards in performing all Services. The City relies upon the skill of Consultant, and Consultant's staff, if any, to do and perform the Services in a skillful, competent, and professional manner, and Consultant and Consultant's staff, shall perform the Services in such manner. Consultant shall, at all times, meet or exceed any and all applicable professional standards of care. The acceptance of Consultant's work by the City shall not operate as a release of Consultant from such standard of care and workmanship. 2of14 1.5. Consultant will not be compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing. The City Manager may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization. 2.0 Term 2.1. The term of this Agreement shall commence on December 19, 2019, and shall remain in full force and effect until June 30, 2020 unless sooner terminated as provided in Section 5.0 of this Agreement. 3.0 Consultant's Compensation 3.1. City will pay Consultant in accordance with the hourly rates shown on the fee schedule set forth in Exhibit A for the Services but in no event will the City pay more than the total not -to -exceed amount of $33,000.00 (Thirty -Three Thousand dollars) for the Original Term. 3.2. Consultant will not be compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing. The City Manager may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization. Any additional work authorized by the City Council pursuant to this Section will be compensated in accordance with the fee schedule set forth in Exhibit A. 4.0 Method of Payment 4.1. Consultant shall submit to City monthly invoices for all Services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the Services were rendered and shall describe in detail the Services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the Services performed for each day in the period. City will pay Consultant within 30 days of receiving Consultant's invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Consultant. 4.2. Upon 24-hour notice from City, Consultant shall allow City or City's agents or representatives to inspect at Consultant's offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement. City's rights 3of14 under this Section 4.2 shall survive for three (3) years following the termination of this Agreement. 5.0 Termination 5.1. This Agreement may be terminated by City, without cause, or by Consultant based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination. 5.2. This Agreement may be terminated by City upon 10 days' notice to Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 6.0 Party Representatives 6.1. The City Manager is the City's representative for purposes of this Agreement. 6.2. Duncan Lee is the Consultant's primary representative for purposes of this Agreement. Duncan Lee shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the Services hereunder. Consultant may not change its representative without the prior written approval of City, which approval shall not be unreasonably withheld. 7.0 Notices 7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses: To City: City of Seal Beach 211 -8th Street Seal Beach, California 90740 Attn: City Manager To Consultant: Pacific Advanced Civil Engineering, Inc. 17520 Newhope Street, Suite 200 Fountain Valley, CA 92708 Attn: Duncan Lee, P.E. 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 4of14 8.0 Independent Contractor 8.1. Consultant is an independent contractor and not an employee of the City. All work or other Services provided pursuant to this Agreement shall be performed by Consultant or by Consultant's employees or other personnel under Consultant's supervision, and Consultant and all of Consultant's personnel shall possess the qualifications, permits, and licenses required by State and local law to perform such Services, including, without limitation, a City of Seal Beach business license as required by the Seal Beach Municipal Code. Consultant will determine the means, methods, and details by which Consultant's personnel will perform the Services. Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the customary professional standards. 8.2. All of Consultant's employees and other personnel performing any of the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant and Consultant's personnel shall not supervise any of City's employees; and City's employees shall not supervise Consultant's personnel. Consultant's personnel shall not wear or display any City uniform, badge, identification number, or other information identifying such individual as an employee of City; and Consultant's personnel shall not use any City e-mail address or City telephone number in the performance of any of the Services under this Agreement. Consultant shall acquire and maintain at its sole cost and expense such vehicles, equipment and supplies as Consultant's personnel require to perform any of the Services required by this Agreement. Consultant shall perform all Services off of City premises at locations of Consultant's choice, except as otherwise may from time to time be necessary in order for Consultant's personnel to receive projects from City, review plans on file at City, pick up or deliver any work product related to Consultant's performance of any Services under this Agreement, or as may be necessary to inspect or visit City locations and/or private property to perform such Services. City may make a computer available to Consultant from time to time for Consultant's personnel to obtain information about or to check on the status of projects pertaining to the Services under this Agreement. 8.3. Consultant shall be responsible for and pay all wages, salaries, benefits and other amounts due to Consultant's personnel in connection with their performance of any Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, State, or federal policy, rule, regulation, statute or ordinance to the contrary, Consultant and any of its officers, employees, agents, and subcontractors providing any of the Services under this Agreement shall not 5of14 become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System ("PERS") as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits. 8.4. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Consultant's personnel practices. or to the extent arising from, caused by or relating to the violation of any of the provisions of this Section 8.0. In addition to all other remedies available under law, City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section. This duty of indemnification is in addition to Consultant's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. 9.0 PERS Compliance and Indemnification 9.1. General Requirements. The Parties acknowledge that City is a local agency member of PERS, and as such has certain pension reporting and contribution obligations to PERS on behalf of qualifying employees. Consultant agrees that, in providing its employees and any other personnel to City to perform any work or other Services under this Agreement, Consultant shall assure compliance with the Public Employees' Retirement Law, commencing at Government Code § 20000, the regulations of PERS, and the Public Employees' Pension Reform Act of 2013, as amended. Without limitation to the foregoing, Consultant shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the applicable retirement laws and regulations. 9.2. Indemnification. Consultant shall defend (with legal counsel approved by City, whose approval shall not be unreasonably withheld), indemnify and hold harmless City, and its City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Consultant's violation of any provisions of this Section 9.0. This duty of indemnification is in addition to Consultant's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. 6of14 10.0 Confidentiality Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. All City data shall be returned to City upon the termination of this Agreement. Consultant's covenant under this Section shall survive the termination of this Agreement. 11.0 Subcontractors No portion of this Agreement shall be approval of the City. Consultant is fully of any and all subcontractors. 12.0 Assignment subcontracted without the prior written responsible to City for the performance Consultant shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of City. Any purported assignment without such consent shall be void and without effect. 13.0 Inspection and Audit of Records Consultant shall maintain complete and accurate records with respect to all Services and other matters covered under this Agreement, including but expressly not limited to, all Services performed, salaries, wages, invoices, time cards, cost control sheets, costs, expenses, receipts and other records with respect to this Agreement. Consultant shall maintain adequate records on the Services provided in sufficient detail to permit an evaluation of all Services in connection therewith. All such records shall be clearly identified and readily accessible. At all times during regular business hours, Consultant shall provide City with free access to such records, and the right to examine and audit the same and to make copies and transcripts as City deems necessary, and shall allow inspection of all program data, information, documents, proceedings and activities and all other matters related to the performance of the Services under this Agreement. Consultant shall retain all financial and program service records and all other records related to the Services and performance of this Agreement for at least three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. City's rights under this Section 13.0 shall survive for three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. 14.0 Safety Requirements All work performed under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards 7 of 14 outlined by CAL OSHA. The City may issue restraint or cease and desist orders to Consultant when unsafe or harmful acts are observed or reported relative to the performance of the Services. Consultant shall maintain the work sites free of hazards to persons and property resulting from its operations. Consultant shall immediately report to the City any hazardous condition noted by Contractor. 15.0 Insurance 15.1. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that Consultant has secured all insurance required under this Section. Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements shall be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 15.2. Consultant shall, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); (3) Workers' Compensation and Employer's Liability coverages; and (4) if required by the City, Professional Liability coverage (or Errors and Omissions coverage). Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; (3) Workers' Compensation in the amount required by law and Employer's Liability: $1,000,000 per accident and in the aggregate for bodily injury or disease; and (4) Professional Liability (or Errors and Omissions Liability, as appropriate): $1,000,000 per claim/aggregate, and if a "claims made" policy is provided, then the policy shall be endorsed to provide an extended reporting period of not less than three years. 15.3. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the 8of14 City to state: (1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to the City; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, (3) coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage and that any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it; (4) for general liability insurance, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (5) for automobile liability, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible. 15.4. All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers. 15.5. Any deductibles or self-insured retentions shall be declared to and approved by the City. Consultant guarantees that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its directors, officials, officers, employees, agents, and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 16.0 Indemnification, Hold Harmless, and Duty to Defend Consultant and the City agree that the City, its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively "Indemnitees" in this Section 16.0) should, to the fullest extent permitted by law, be fully protected from any loss, injury, damage, claim, liability, lawsuit, cost, expense, attorneys' fees, litigation costs, defense costs, court costs and/or any other cost arising out of or in any way related to the performance of this Agreement. Accordingly, the provisions of this indemnity provision are intended by the Parties to be interpreted and construed to provide the fullest protection possible under the law to the City and all other Indemnitees. Consultant acknowledges that the City would not have entered into this 9of14 Agreement in the absence of the commitment of Consultant to indemnify and protect the City and the other Indemnitees, as set forth in this Agreement. 16.1. Indemnity for Design Professional Services. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, indemnify and hold harmless the City, its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively "Indemnitees" in this Section 16.0), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants and other professionals, and all costs associated therewith, and reimbursement of attorneys' fees and costs of defense (collectively "Claims"), whether actual, alleged or threatened, which arise out of, pertain to, or relate to, in whole or in part, the negligence, recklessness or willful misconduct of Consultant, and/or its officers, agents, servants, employees, subcontractors, contractors or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of design professional services under this Agreement by a "design professional," as the term is defined under California Civil Code § 2782.8(c). Notwithstanding the foregoing and as required by Civil Code § 2782.8(a), in no event shall the cost to defend the Indemnitees that is charged to Consultant exceed Consultant's proportionate percentage of fault. 16.2. Other Indemnitees. Other than in the performance of design professional services, and to the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, defend, hold harmless and indemnify the Indemnitees from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, liens and losses of any nature whatsoever, including fees of accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively "Damages"), in law or equity, whether actual, alleged or threatened, which arise out of, pertain to, or relate to the acts or omissions of Consultant, its officers, agents, servants, employees, subcontractors, materialmen, suppliers, or contractors, or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Damages arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Damages with counsel of the Indemnitees' choice, and shall pay all costs and expenses, including all attorneys' fees and experts' costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith. 10 of 14 16.3. Subcontractor Indemnification. Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section 16.0 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnities, Consultant shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Claims in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant's subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Consultant's subcontractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Claims or Damages arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. 16.4. The obligations of Consultant under this or any other provision of this Agreement shall not be limited by the provisions of any workers' compensation act or similar act. Consultant expressly waives any statutory immunity under such statutes or laws as to the Indemnitees. Consultant's indemnity obligation set forth in this Section 16.0 shall not be limited by the limits of any policies of insurance required or provided by Consultant pursuant to this Agreement. 16.5. Consultant's covenants under this Section 16.0 shall survive the expiration or termination of this Agreement. 17.0 Equal Opportunity Consultant affirmatively represents that it is an equal opportunity employer. Consultant shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation, or age. Such non-discrimination includes, but is not limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. 18.0 Labor Certification By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 11 of 14 19.0 Prevailing Wage and Payroll Records If this Agreement calls for services that, in whole or in part, constitute "public works" as defined in the California Labor Code, then Consultant shall comply in all respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit B, attached hereto and incorporated by reference herein. 20.0 Entire Agreement This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both Parties. 21.0 Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 22.0 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 23.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. 24.0 Waiver No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. 25.0 Prohibited Interests; Conflict of Interest 25.1. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any 12 of 14 employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code §§ 1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 25.2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift. 25.3. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, non - contractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this subsection 26.0 Attorneys' Fees If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attorneys' fees and other costs incurred in connection therewith. 27.0 Exhibits All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 28.0 Corporate Authority The person executing this Agreement on behalf of Consultant warrants that he or she is duly authorized to execute this Agreement on behalf of said party and that by his or her execution, the Consultant is formally bound to the provisions of this Agreement. 13 of 14 IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OF SEAL CONSULTANT: Pacific Advanced Civil Engineering, Inc., a California C By: +♦ager By: S:1erg M�vK.r', VJ.rf� ar 04 Name: Its: Attest: VI `6-ttO By: ��--dame: k By: v, �i nU .1-. ca Gloria D. HAFber, le c Approved as to Form: ' u L By: Craig A. Steele, City Attorney Pre-stc4e.-v -Y- '(Please '(Please note, two signatures required for corporations pursuant to California Corporations Code Section 313 from each of the following categories: (i) the chairperson of the board, the president or any vice president, and (ii) the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation.) 14 of 14 EXHIBIT A Consultant's Proposal PACE Advanced Water Engineering December 9, 2019 Iris Lee, Deputy Public Works Director/ City Engineer City of Seal Beach Public Works Department 211 Eighth Street Seal Beach, CA 90740 (562) 431-2527 x1322 Re: City of Seal Beach # B629 Lampson Well Treatment Analysis - Pilot Program Dear Iris, PACE is pleased to provide our proposal for engineering services for the "Lampson Well Treatment Analysis - Pilot Program". Attached are our Scope of Services, Compensation, Hourly Rate Schedule and Provisions. We appreciate the opportunity to be of service to the City of Seal Beach and look forward to working with you and your staff for the pilot study. Please contact me if there are any questions or if we may provide any additional information. Sincerely, Duncan Lee, PE Principal, QA/QC Manager— Utilities Division DL/sg Enclosures: Scope of Services, Compensation, Hourly Bate Schedule and Provisions. PROPOSAL FOR PROFESSIONAL ENGINEERING SERVICES City of Seal Beach Lampson Well Treatment Analysis - Pilot Program #8629 INTRODUCTION: The Lampson Water Well (Well) is owned and operated by the City of Seal Beach (City) and is located at the easterly end of the Old Ranch Country Club on Lampson Avenue. This Well is one (1) of four (4) City water wells, with onsite sodium hypochlorite (NaOCI) disinfection system. Historical water quality data provided by City staff showed relatively high range of sulfide concentrations level and City has encountered instances of customer complaints about odor issues. Consequently, this newest City well, built around 2009 is operating at low flow rates to minimize concerns for odor complaints. At the recent pre -proposal site visit by PACE, water quality analysis performed by PACE staff revealed that ground water from the Well does have hydrogen sulfides (H2S) concentration around 50 µg/L (0.050 mg/L), which will produce a nuisance odor. Odor is identified under the National Secondary Drinking Water Regulations for aesthetic effects, and is not a health and safety concern. Another side effect is typical chlorine dosage rate is significantly higher when the ground water has such concentration of H2S, driving up chemical cost at this Well. This proposal is submitted to the City to investigate the feasibility of PACE's Hybrid Biological Activated Carbon (HBAC) treatment to reduce/remove H2S odor, and to reduce chlorine chemical dosage. This pilot study will be carried out by deploying PACE's 5 -column pilot skid and the 8 -foot tall pilot skid. OBJECTIVE: The proposed pilot system shall operate for approximately 9 weeks, which would provide preliminary design parameters including much needed information for State Health Department approval and potential funding opportunities. Our services will include the following tasks: (1) deploy, startup, water sample monitoring, and demobilize pilot skids (9 weeks), (2) Chlorine demand test and microbial diversity analysis (2 weeks), and (3) a technical memorandum with a PowerPoint presentation (3 weeks). PACE anticipates a total of 14 weeks to complete all identified tasks. SECTION A - SCOPE OF SERVICES: A. PACE agrees to perform the following services: Task 1— Pilot Skids Installation, Water Sample Monitoring and Demobilization PACE shall provide equipment, materials, and labor to perform an approximate 9 -weeks pilot test at the Well. Both the 5 -column pilot skid and the 8 -foot tall pilot skid will be deployed at the Well site. PACE shall be responsible for transportation, installation and startup of pilot skids while the City shall be responsible to provide required footprint, access, electrical power and raw well water supply. The 5 -column pilot skid consist of transparent filtration columns (3 -inch diameter and 2.5 feet length) which could be configured in parallel or series flow configuration. Individual columns can be separately PACE Lampson Well - Lampson Well Treatment Analysis - Pilot Program (City of Seal Beach) December 9, 2019 Scope and Compensation for #B629 Page 2 of 4 backwashed and air -scoured with raw water and portable air compressor respectively. The proposed configuration plan for the Well is shown on Figure 1. Lampson Well — Raw Feed (without Pretreatment) Filter Filter Filter 1 2 3 (lY' of (15" of (15' of GAC) f GAC) i i I GAC) i n Filter Filter 4 5 (15" of (15" of Plastic GAC) Media) 700 gpm ( 8.91 gpm/ Figure 1: Proposed pilot configuration for five -column pilot skid First three filter columns shall be configured in parallel to evaluate different surface loading rates for full scale treatment design and backwash frequency for conventional Biological Activated Carbon (BAC) only treatment while filter column 4 and S will be in series to illustrate performance of PACE's HBAC treatment option. The 9 -week duration of pilot has been tentatively scheduled as follows. 1 — 3 Weeks: - Initiation of HBAC treatment to exhaust Granular Activated Carbon GAC (GAC) media and to allot time for natural sulfide oxidizing bacterial growth 4 — 6 Weeks: - 15Y Cycle of Treatment (Initiated after backwashing all filter columns) 7 — 9 Weeks: - 2"d Cycle of treatment (Initiating after backwashing required columns only) The 8 -foot tall pilot skid will be filled with 4 feet of plastic media (NSF61 approved) and 2 feet of GAC media. This skid will also be capable of raw water backwash and air -scouring. Water samples will be collected at least once a week to monitor odor, hydrogen sulfide, and other water quality parameters as outlined in Table 1 below. Sensitive water quality parameters will be tested on site while other water quality tests will be carried out at PACE lab within 24 -hours after sampling. Individual flow rates and change in differential pressures for all filter columns will also be record to estimate full scale backwash frequency. PACE will coordinate and work in good faith with City's water distribution operations to conduct analysis to not create undue burden on the City's system. PACE 500 gpm :. (6.37 gpm/ 700 Spm ( 8.91 gpm/ 900 gpm (11.46 gpm/ 700 gpm (8.91 gpm/ 700 gpm ( 8.91 gpm/ sq.h) 5q.ft.) 1 5aR.) sq.ft.) , i sq -ft.) Figure 1: Proposed pilot configuration for five -column pilot skid First three filter columns shall be configured in parallel to evaluate different surface loading rates for full scale treatment design and backwash frequency for conventional Biological Activated Carbon (BAC) only treatment while filter column 4 and S will be in series to illustrate performance of PACE's HBAC treatment option. The 9 -week duration of pilot has been tentatively scheduled as follows. 1 — 3 Weeks: - Initiation of HBAC treatment to exhaust Granular Activated Carbon GAC (GAC) media and to allot time for natural sulfide oxidizing bacterial growth 4 — 6 Weeks: - 15Y Cycle of Treatment (Initiated after backwashing all filter columns) 7 — 9 Weeks: - 2"d Cycle of treatment (Initiating after backwashing required columns only) The 8 -foot tall pilot skid will be filled with 4 feet of plastic media (NSF61 approved) and 2 feet of GAC media. This skid will also be capable of raw water backwash and air -scouring. Water samples will be collected at least once a week to monitor odor, hydrogen sulfide, and other water quality parameters as outlined in Table 1 below. Sensitive water quality parameters will be tested on site while other water quality tests will be carried out at PACE lab within 24 -hours after sampling. Individual flow rates and change in differential pressures for all filter columns will also be record to estimate full scale backwash frequency. PACE will coordinate and work in good faith with City's water distribution operations to conduct analysis to not create undue burden on the City's system. PACE Lampson Well - Lampson Well Treatment Analysis - Pilot Program (City of Seal Beach) December 9, 2019 Scope and Compensation for #8629 Page 3 of 4 The following water quality parameters will be tested on a weekly basis. Table 1 — Water auality narameters tested in Task 01 CASS' Varvneter Meqd Equipment Nlajtir pH* Handheld probe Hach HQ40d Secondary Drinking Water Standard Conductivity Handheld probe OAKTON PCTS 50 Secondary Drinking Water Standard Secondary Drinking Water TDS Handheld probe OAKTON PCTS 50 Standard ORP* Handheld probe ORPTestr 10 Oxidation Status of the Well General water DO* Handheld probe Hach HQ40d Sensitive for Sulfide Oxidation HACH DR 2800 / Hach Secondary Drinking Water Color* HACH 8025 DR 900 Standard Turbidity _ HACH 2100 Secondary Drinking Water TURBIDIMETER Standard Temperature* Handheld probe Hach HQ40d Sensitive for biological activity Sulfide* HACH 8131 HACH DR 2800 Ion of Concern Sulfate HACH 8051 HACH DR 2800 By product of Sulfide Oxidation Nutrient / Sensitive for Sulfide Nitrate- N HACH 10206 HACH DR 2800 Oxidation Ions Ammonia - N HACH 10023 HACH DR 2800 Nutrient for biological activity Secondary Drinking Water Iron HACH 8008 HACH DR 2800 Standard Secondary Drinking Water Manganese HACH 8149 HACH DR 2800 Standard Remarks: * tests will be conducted onsite for sensitive water quality parameters. After completion of the pilot study, PACE shall remove all pilot equipment from Well site. Task 02 — Chlorine Demand Test and Microbial Diversity Analysis PACE shall provide equipment, materials, and labor to perform a comprehensive chlorine demand tests on raw water and chlorinated water from the Well, to determine the amount of reduction in chlorine demand from the HBAC treatment system. The chlorine demand test shall be conducted on site immediately after the samples are collected. PACE shall carryout microbial diversity analysis on raw well water and biomass growth on GAC media with duplicates to confirm presence of sulfide oxidizing bacterial population. These samples shall be collected twice during end of each stages of treatment and PACE will send them to RTL genomics laboratory for microbial diversity analysis. PACE Lampson Well - Lampson Well Treatment Analysis - Pilot Program (City of Seal Beach) December 9, 2019 Scope and Compensation for #8629 Page 4 of 4 Task 03 —Technical Memorandum and Presentation PACE shall prepare a Technical Memorandum (TM) to summarize results of the analysis, findings, and provide recommendations data collected from Task 01 and Task 02. Should the City decide to pursue a full scale implementation of PACE's HBAC treatment system, the TM will need to be submitted to the state health regulatory agency for future approval. PACE will also prepare a PowerPoint presentation for the City. SECTION B - COMPENSATION: PACE will complete the work outlined herein and invoice client monthly on a not -to -exceed fee of $33,000 in accordance with the attached "Hourly Labor and Expenses Rates Schedule". Task Description Professional Fee 01 Pilot Skids Installation, Water Sample Monitoring and Demobilization $ 21,000 02 Chlorine Demand Test and Microbial Diversity Analysis $ 5,000 03 Technical Memorandum and Presentation S 7,000 TOTAL FEE (Not -to -Exceed): $33,000 ASSUMPTIONS AND EXCLUSIONS: 1. The City shall provide PACE with all available base data and project information in a timely manner, coordination and management of other team consultant(s) to assure that the project schedule can be met, and prompt payment of invoices in accordance with the terms and conditions included herein. The specific items that are to be provided by the City or other consultant(s) include the following: a. Historical water quality monitoring results b. As built drawings for the Well site including mechanical and electrical drawings c. Distribution system maps to identify service area boundaries and piping 2. Any proposed project changes initiated by the City, and not a result of PACE's conduct of business which affect work in progress or previously completed will be justification for additional compensation. 3. No environmental documentation or support, including no environmental permitting. 4. No surveying or construction staking is included. 5. Local government approval meetings, hearings, etc. will be under separate work authorization, if required. 6. Existing utility information research and mapping is not included and will be provided by the City. 7. The fees proposed herein shall apply until one year from date of agreement. Due to ever- changing costs, PACE will increase those portions of the contract fee for which work must still be completed after one year from date of proposal, as negotiated with the City up to a maximum of five -percent (5%). PACE O o O O O O V + N N N N N N N N N N N N N N O OD W dao U C • W H W H W Vl = WY W LL 0 Z 3 z U W' U W0 �E a Z OD W dao U C • EXHIBIT B TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS 1. This Agreement calls for services that, in whole or in part, constitute "public works" as defined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code ("Chapter 1"). Further, Consultant acknowledges that this Agreement is subject to (a) Chapter 1 and (b) the rules and regulations established by the Department of Industrial Relations ("DIR") implementing such statutes. Therefore, as to those Services that are "public works", Consultant shall comply with and be bound by all the terms, rules and regulations described in 1(a) and 1(b) as though set forth in full herein. 2. California law requires the inclusion of specific Labor Code provisions in certain contracts. The inclusion of such specific provisions below, whether or not required by California law, does not alter the meaning or scope of Section 1 above. 3. Consultant shall be registered with the Department of Industrial Relations in accordance with California Labor Code Section 1725.5, and has provided proof of registration to City prior to the Effective Date of this Agreement. Consultant shall not perform work with any subcontractor that is not registered with DIR pursuant to Section 1725.5. Consultant and subcontractors shall maintain their registration with the DIR in effect throughout the duration of this Agreement. If Consultant or any subcontractor ceases to be registered with DIR at any time during the duration of the project, Consultant shall immediately notify City. 4. Pursuant to Labor Code Section 1771.4, Consultant's Services are subject to compliance monitoring and enforcement by DIR. Consultant shall post job site notices, as prescribed by DIR regulations. 5. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request. Consultant acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Consultant shall post such rates at each job site covered by this Agreement. 6. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. Consultant shall, as a penalty to City, forfeit $200.00 for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor. 7. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform City of the location of the records. 8. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Code of Regulations, Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding work pursuant to this Agreement, Consultant and each of its subcontractors shall submit to City a verified statement of the journeyman and apprentice hours performed under this Agreement. 9. Consultant shall not perform work with any Subcontractor that has been debarred or suspended pursuant to California Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. Consultant and subcontractors shall not be debarred or suspended throughout the duration of this Contract pursuant to Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. If Consultant or any subcontractor becomes debarred or suspended during the duration of the project, Consultant shall immediately notify City. 10. Consultant acknowledges that eight hours labor constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code Section 1810. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. Consultant shall, as a penalty to City, forfeit $25.00 for each worker employed in the performance of this Agreement by Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code Section 1815, work performed by employees of Consultant in excess of eight hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of eight hours per day at not less than one and one-half times the basic rate of pay. 11. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Consultant hereby certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract." 12. For every subcontractor who will perform work on the project, Consultant shall be responsible for such subcontractor's compliance with Chapter 1 and Labor Code Sections 1860 and 3700, and Consultant shall include in the written contract between it and each subcontractor a copy of those statutory provisions and a requirement that each subcontractor shall comply with those statutory provisions. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any failure. 13. To the maximum extent permitted by law, Consultant shall indemnify, hold harmless and defend (at Consultant's expense with counsel reasonably acceptable to City) City, its officials, officers, employees, agents and independent contractors serving in the role of City officials, and volunteers from and against any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including Consultant, its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all consequential damages, attorneys' fees, and other related costs and expenses. All duties of Consultant under this Section shall survive the termination of the Agreement. PACIAOU-01 ARODRIGUE ACORO CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) 12/6/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License # 0757776 CONTACT Laura Lettieri NAME: HUB International Insurance Services Inc. PHONE FAX 4695 MacArthur Court, Suite 600 (AIC, No, Ext): (A/C, No): NewP ort Beach, CA 92660 E-MAIL ADDRESS: laura.leffieri@hubinternational.com INSURED Pacific Advanced Civil Engineering Inc. (PACE) 17520 Newhope Street Suite 120 Fountain Valley, CA 92708 INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Evanston Insurance Company 35378 INSURER B:Atlantic Specialty Ins. Co. 27154 INSURER C: Berkshire Hathaway Homestate Insurance Company 20044 INSURERD:Arch Specialty Insurance Company 21199 INSURER E: EACH OCCURRENCE $ INSURER F: CLAIMS -MADE X OCCURMKLV5PBC000525 4/30/2019 4/30/2020 X COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADOL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE I WV POLICY NUMBER :XP LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCURMKLV5PBC000525 4/30/2019 4/30/2020 X DAMAGE TO RENTED PREMISES (Ea occurrence) _ $ 300,000 X $5,000 Ded MED EXP (Any one person) $ PERSONAL& ADV INJURY S 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER. GENERAL AGGREGATE $ 2,000,000 o POLICY X ECT LOC PRODUCTS -COMP/OP AGG $ 2,000,000 CAP:$10,000,000 OTHER $ B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 X ANY AUTO X 7100322160007 4/30/2019 4/30/2020 BODILY INJURY (Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILYBODILY INJURY (Per accident) $ AUTOS AUTOS (Peri acEcidentDAMAGE ONLY ONLDY $ A UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 10,000,000 X EXCESS UAB CLAIMS -MADE MKLV5EUL101645 4/30/2019 4/30/2020 _ AGGREGATE $ 10,000,000 DED RETENTION $ $ C WORKERS COMPENSATIONPER AND EMPLOYERS LIABILITY OTH- X STATUTE ER - Y / N !PAWC019790 3/2/2019 3/2/2020 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ 1,000,000 AFICER/MEMBER EXCLUDED? N / A (Mandatory in NH) 1,000,000 If yes, describe under E . DISEASE - EA EMPLOYEE $ 1,000,000 DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ D PROF & POLL LIAB CPP0055298-06 4/30/2019 4/30/2020 EACH CLAIM $3M / DED 100,000 D RETRO DATE: 1/1/1995 CPP0055298-06 4/30/2019 4/30/2020 AGGR $6M / DED 300,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Operations of the named insued during the current policy term. City of Seal Beach, its directors, officials, officers, employees, agents and volunteers are additional insured with respect to general liability and auto liability per CG20101185, CG20370704 and VCA201062018. Excess Liability Follows Form. 30 day notice of cancellation applies per policy provisions per (GL) IL00171198, (AUTO) VIL619CA0811 & (WC) WC990607107. TE City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS (FORM B) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: As required by written contract executed by both parties prior to loss Applies to commercial work only (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of "your Work" for that insured by or for you. CO20101185 Copyright, Insurance Services Office, Inc. Policy Number: 710-03-22-16-0007 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BROAD FORM AUTOMOBILE ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM This endorsement extends certain coverages. The following listing and the headers in this endorsement are only for convenience. Provisions in this endorsement might be modified by other endorsements. Read the entire policy carefully to determine rights, duties and what is and is not covered. A. Drive Other Car Coverage — Executive Officers 4. Loss of Use Expenses Increased and Certain Individuals 5. Other Coverage Extensions B. Section If — Covered Autos Liability Coverage a. Airbag Discharge b. Auto Theft Reward 1. Additional Insured — Written Contract, c. Loan/Lease Gap Coverage Agreement, Permit or Authorization d. Rental Reimbursement 2. Broadened Named Insured 6. Diminution in Value 3. Employees as Insureds 7. Communications Equipment (Including Employee Hired Autos and 8. Deductible Waived For Glass Repair Fellow Employee Coverage) 4. Newly Acquired or Formed Organizations D. Section IV —Business Auto Conditions 5. Supplementary Payments — 1. Duties in Event of Accident, Claim, Suit or Loss Bail Bonds and Loss of Earnings 2. Waiver of Subrogation When Required by C. Section III — Physical Damage Coverage Written Contract or Agreement 1. Hired Auto Physical Damage Coverage E. Section V — Definitions 2. Towing — Any Covered Autos 1. Bodily Injury — Includes Mental Anguish 3. Transportation Expenses Increased 2. Executive Officer A. Drive Other Car Coverage —Executive Officers and Certain Individuals 1. The following is added to Section I — Covered Autos: Drive Other Car Coverage a. For Covered Autos Liability Coverage and Physical Damage Coverage, "autos" in the care, custody or control of an "insured" described in Paragraph 2. below, which you do not own, hire, lease or borrow, are covered "autos". But this does not include any "auto": (1) Owned by any "insured" described in Paragraph 2. below, or any member of their household, including any "auto" that is owned but not insured; (2) Used by an "insured" described in Paragraph 2. below while working in the business of selling, servicing, repairing or parking autos; or (3) Insured or covered under another policy. b. If Medical Payments, Uninsured/Underinsured Motorist, Personal Injury Protection or other compulsory coverages required by the governing jurisdiction are provided by this policy, then an "insured" described in Paragraph 2. below, and their family members residing in the same household, are "insureds" while.- (1) hile: (1) Occupying as a passenger; or (2) A pedestrian when struck by; any "auto' you do not own, hire, lease or borrow, except an "auto" owned by an "insured" described in Paragraph 2. below or members of their household, or an "auto" insured or covered under any other policy. VCA 201 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 5 Copyright 2018, INSURED 2. With respect to Drive Other Car Coverage only, Paragraph A.I. Who is an Insured of Section II — Liability Coverage is amended to include as an "insured" the following: If you are designated in the Declarations as: a. An individual, you and your spouse. b. A partnership, your partners and their spouses. c. An organization other than an individual or a partnership, your "executive officers" and their spouses. 3. Limit of Insurance and Deductible The most we will pay for Drive Other Car Coverage is the single highest Limit of Insurance for the applicable coverage for an "auto" you own. The Deductible for Drive Other Car Coverage is the largest Deductible for the applicable coverage for an "auto" you own. 4. Other Insurance Regardless of the existence of other insurance or Paragraph B.5. Other Insurance of Section IV — Business Auto Conditions, Drive Other Car Coverage is primary. B. Section II — Covered Autos Liability Coverage 1. Additional Insured —Written Contract, Agreement, Permit or Authorization Paragraph A.I. Who is an Insured of Section II — Covered Autos Liability Coverage is amended to include as an additional "insured" any person or organization with whom you have agreed in a written contract, agreement, permit or authorization to provide insurance such as is afforded under this Coverage Form but only with respect to liability for "bodily injury" or "property damage" caused in whole or in part by your maintenance, operation or use of a covered "auto". But this insurance does not apply: a. Unless the written contract or agreement has been executed or the permit or authorization has been issued prior to the "accident" that caused the "bodily injury" or "property damage' b. To any person or organization included as an "insured" under any other provisions of this policy, including this or any other endorsement; c. To the independent acts or omissions of such person or organization; or d. To any lessor of "autos" when their contract or agreement with you for such leased "auto" ends or the lessor or its agent takes possession of the "auto". 2. Broadened Named Insured Paragraph A.1. Who is an Insured of Section 11 — Covered Autos Liability Coverage is amended to include as a Named Insured any legally incorporated entity in which you maintain ownership of more than 50 percent of the voting stock on or after the effective date of this endorsement, but only if there is no other similar insurance available to that organization. This insurance does not apply to any organization that is an insured under another policy or would be an insured under such policy but for its termination or the exhaustion of its limits of insurance. 3. Employees as Insureds (Including Employee Hired Autos and Fellow Employee Coverage) a. Paragraph A.1. Who is an Insured of Section II — Covered Autos Liability Coverage is amended to include as an "insured" your "employee" while: (1) Using a covered "auto" you do not own, hire or borrow in your business or your personal affairs. (2) Operating an "auto" hired or rented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business. b. Exclusion B.5. Fellow Employee of Section II — Covered Autos Liability is deleted. c. The following is added to B.5.b of Section IV — Business Auto Conditions: Any covered "auto" hired or rented without a driver by your "employee" under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business is also deemed to be a covered "auto" you own. VCA 201 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 5 Copyright 2018, 4. Newly Acquired or Formed Organizations Paragraph A.1. Who is an Insured of Section II - Covered Autos Liability Coverage is amended to include as an "insured" any organization you newly acquire or form, other than a partnership or joint venture, and over which you maintain ownership or majority interest, if there is no other similar insurance available to that organization. But: (1) Coverage under this provision is afforded only until the end of the policy period; and (2) Coverage does not apply to "bodily injury" or "property damage" caused by an "accident' that occurred before you acquired or formed the organization. 5. Supplementary Payments - Bail Bonds and Loss of Earnings In Paragraph A.2.a. Supplementary Payments of Section II - Covered Autos Liability, the following replaces Paragraphs (2) and (4): (2) Up to $3,500 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident' we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. C. Section III - Physical Damage Coverage 1. Hired Auto Physical Damage Coverage a. If hired "autos" are covered "autos" under Section II - Covered Autos Liability Coverage and this policy provides Comprehensive, Specified Causes of Loss Coverage or Collison Coverage for any "auto" you own, a hired "auto" will be deemed a covered "auto" for Physical Damage Coverage subject to the provisions in Paragraph b. below. b. For Hired Physical Damage Coverage provided by paragraph a. above: (1) The most we will pay for "loss" to any hired "auto" is the lesser of: (a) $75,000 for "autos" of the private passenger type and $50,000 for all other "autos"; (b) The actual cash value of the damaged or stolen property as of the time of the "loss"; or (c) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. (2) The Deductible is the largest Deductible for the applicable coverage for an "auto" you own. (3) This insurance is excess over any other valid and collectible insurance, whether such insurance is primary, excess, contingent or on any other basis. 2. Towing - Any Covered Autos The following replaces Paragraph A.2. Towing of Section III - Physical Damage Coverage: We will pay up to $100 for towing and, if labor is performed at the place of disablement, labor costs incurred each time a covered "auto" is disabled if a premium charge for towing and labor is shown in the Schedule or the Declarations. 3. Transportation Expenses Increased In Paragraph A.4.a. Transportation Expenses of Section III - Physical Damage Coverage, the amounts we will pay amounts we will pay for temporary transportation expenses incurred by you because of the total theft of a covered "auto" of the private passenger type are increased to $75 per day, to a maximum of $2,250. 4. Loss of Use Expenses Increased The following replaces the last paragraph in Paragraph A.4.b. Loss Of Use Expenses of Section III - Physical Damage Coverage: However, the most we will pay for any expenses for loss of use is $1,000. 5. Other Coverage Extensions If you have Physical Damage Coverage, the following are added to Paragraph A.4. Coverage Extensions of Section III - Physical Damage Coverage: VCA 201 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 5 Copyright 2018, a. Airbag Discharge We will pay to reset or replace a covered "auto's" airbag that accidentally discharges without the "auto" being involved in an "accident" if the airbag is not covered under a manufacturer's warranty and you did not intentionally cause the discharge. No Deductible applies to this Coverage Extension. b. Auto Theft Reward If you have Comprehensive or Specified Cause of Loss Coverage, we will pay a reward up to $2,000 for information leading to the arrest and conviction of anyone stealing a covered "auto". But we will not pay a reward to you, any family members or "employees" or any public officials while performing their duties. c. Loan/Lease Gap Coverage If a covered "auto" is subject to a long-term loan or lease that requires, in writing, that the lender or lessor be an additional "insured", and you are legally obligated for the remaining balance on the loan or lease, we will pay the difference between the actual cash value of the "auto" at the time of "loss" and the remaining balance on your loan or lease. But we will not pay for: (1) Any amount paid under the policy's Physical Damage Coverage; or (2) Any amounts for abnormal or excess wear and tear, additional or high mileage charges, carry-over balances from previous loans or leases, extended warranties or insurance purchased with the loan or lease, lease termination fees, taxes, overdue payments, unreturned security deposits or any penalties, interest or charges resulting from overdue payments. d. Rental Reimbursement We will pay for expenses to rent an "auto" of the private passenger type because of "loss" to a covered "auto" of the private passenger type. But: (1) We will only pay expenses incurred during the policy period at the time of the "loss" and ending, regardless of the policy period, six days after the "loss". (2) The most we will pay is the lesser of: (a) Reasonable and necessary expenses actually incurred; or (b) $50 per day. (3) This coverage does not apply if a spare or reserve "auto" is available to you. (4) If "loss" is because of the total theft of a covered "auto", we will pay only those amounts that are not already covered under Transportation Expenses. No Deductible applies to this Coverage Extension. 6. Diminution in Value The following is added to Exclusion 13.6. of Section III — Physical Damage Coverage.- This overage: This exclusion does not apply to "diminution in value" of a covered "auto" of the private passenger type used in the conduct of the "insured's" business that is leased, rented, hired or borrowed without a driver for a period of 30 days or less. But the most we will pay for such "diminution in value" is the lesser of: a. 20 percent of the actual cash value of the "auto" as of the time of the "loss"; or b. $7,500. 7. Communications Equipment The following is added to Paragraph B. Exclusions of Section III — Physical Damage Coverage: Exclusions 4.c. and 4.d. do not apply to communications equipment, including its antenna and other accessories, that is permanently installed in, and not removable from, a covered "auto" and designed for use as a: a. Citizen's band radio; b. Two-way mobile radio or telephone; VCA 20106 18 Includes copyrighted material of Insurance Sendces Office, Inc., with its permission. Page 4 of 5 Copyright 2018, c. Scanning monitor receiver; or d. GPS navigation system. No Deductible applies to "loss" to such communications equipment. But the most we will pay for all such communications equipment is $5,000 for any one "loss". 8. Deductible Waived For Glass Repair The following is added to Paragraph D. Deductible of Section III — Physical Damage Coverage: No Deductible applies if glass that is damaged is repaired rather than replaced. D. Section IV — Business Auto Conditions 1. Duties in the Event of Accident, Claim, Suit or Loss The following is added to Paragraph A.2. Duties in the Event of Accident, Claim, Suit or Loss of Section IV — Business Auto Conditions: The requirements that you must notify us of an "accident", claim, "suit" or "loss", or send us documents concerning a claim or "suit", apply only if the "accident", claim, "suit" or "loss" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) An "executive officer" or insurance or risk manager, if you are a corporation; or (4) A manager, if you are a limited liability company. The requirement that you must notify us as soon as practicable of an "accident", claim, "suit" or "loss" does not apply if you report the "accident", claim, "suit" or "loss" to your workers' compensation insurer and the "accident", claim, "suit" or "loss" later develops into a liability claim for which coverage is provided by this policy. But as soon as you become aware that an "accident", claim, "suit" or "loss" is a liability claim rather than a workers' compensation claim, you must comply with all parts of Paragraph A.2. Duties in the Event of Accident, Claim, Suit or Loss of Section IV — Business Auto Conditions. 2. Waiver of Subrogation When Required by Written Contractor Agreement The following is added to Paragraph A.5. Transfer of Rights of Recovery Against Others to Us of Section IV — Business Auto Conditions: We will waive any right of recovery against any person or organization because of payments we make for "bodily injury" or "property damage" arising out of the ownership, maintenance or use of a covered "auto" when you have assumed liability for such "bodily injury" or "property damage" under an "insured contract", but only if the "insured contract" is executed before the "accident" or "loss" occurs. E. Section V — Definitions 1. Bodily Injury — Includes Mental Anguish The following is added to Paragraph C. of Section V — Definitions: "Bodily injury" includes mental anguish resulting from bodily injury, sickness, or disease sustained by a person at any time. 2. Executive Officer The following is added to Section V — Definitions: "Executive officer" means a person holding any of the officer positions created by your charter, constitution, bylaws or any other similar governing document. VCA 201 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 5 Copyright 2018, POLICY NUMBER: MKLV5PBC000525 COMMERCIAL GENERAL LIABILITY CG 20 37 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Location And Description Of Completed Operations As required by written contract executed by both parties Applies to Commercial Work only prior to loss Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property dam- age" caused, in whole or in part, by "your work" at the location designated and described in the sched- ule of this endorsement performed for that additional insured and included in the "products -completed operations hazard". CG 20 37 07 04 C ISO Properties, Inc., 2004 Page 1 of 1 COMMON POLICY CONDITIONS All Coverage Parts included in this policy are subject to the following conditions. A. Cancellation 1. The first Named Insured shown in the Declara- tions may cancel this policy by mailing or deliv- ering to us advance written notice of cancella- tion. 2. We may cancel this policy by mailing or deliver- ing to the first Named Insured written notice of cancellation at least: a. 10 days before the effective date of cancel- lation if we cancel for nonpayment of premi- um; or b. 30 days before the effective date of cancel- lation if we cancel for any other reason. 3. We will mail or deliver our notice to the first Named Insured's last mailing address known to us. 4. Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. 5. If this policy is cancelled, we will send the first Named Insured any premium refund due. If we cancel, the refund will be pro rata. If the first Named Insured cancels, the refund may be less than pro rata. The cancellation will be ef- fective even if we have not made or offered a refund. 6. If notice is mailed, proof of mailing will be suffi- cient proof of notice. B. Changes This policy contains all the agreements between you and us concerning the insurance afforded. The first Named Insured shown in the Declarations is authorized to make changes in the terms of this policy with our consent. This policy's terms can be amended or waived only by endorsement issued by us and made a part of this policy. C. Examination Of Your Books And Records We may examine and audit your books and rec- ords as they relate to this policy at any time during the policy period and up to three years afterward. D. Inspections And Surveys 1. We have the right to: a. Make inspections and surveys at any time; INTERLINE IL 00 17 11 98 b. Give you reports on the conditions we find; and c. Recommend changes. 2. We are not obligated to make any inspections, surveys, reports or recommendations and any such actions we do undertake relate only to in- surability and the premiums to be charged. We do not make safety inspections. We do not un- dertake to perform the duty of any person or organization to provide for the health or safety of workers or the public. And we do not warrant that conditions: a. Are safe or healthful; or b. Comply with laws, regulations, codes or standards. 3. Paragraphs 1. and 2. of this condition apply not only to us, but also to any rating, advisory, rate service or similar organization which makes in- surance inspections, surveys, reports or rec- ommendations. 4. Paragraph 2. of this condition does not apply to any inspections, surveys, reports or recom- mendations we may make relative to certifica- tion, under state or municipal statutes, ordi- nances or regulations, of boilers, pressure ves- sels or elevators. E. Premiums The first Named Insured shown in the Declara- tions: 1. Is responsible for the payment of all premiums; and 2. Will be the payee for any return premiums we pay. F. Transfer Of Your Rights And Duties Under This Policy Your rights and duties under this policy may not be transferred without our written consent except in the case of death of an individual named insured. If you die, your rights and duties will be transferred to your legal representative but only while acting within the scope of duties as your legal representa- tive. Until your legal representative is appointed, anyone having proper temporary custody of your property will have your rights and duties but only with respect to that property. IL 00 17 11 98 Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1 13 POLICY NUMBER: 710032216-0007 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CALIFORNIA CHANGES - CANCELLATION AND NONRENEWAL This endorsement modifies insurance provided under the following COMMERCIAL AUTOMOBILE COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART COMMERCIAL INLAND MARINE COVERAGE PART COMMERCIAL UMBRELLA LIABILITY COVERAGE PART COMMERCIAL PROPERTY COVERAGE PART CRIME AND FIDELITY COVERAGE PART EQUIPMENT BREAKDOWN COVERAGE PART LIQUOR LIABILITY COVERAGE PART PROFESSIONAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART A. Paragraphs 2., 3. and 5. of the Cancellation Common Policy Condition are replaced by the following: 2. All Policies In Effect For 60 Days Or Less If this policy has been in effect for 60 days or less, and is not a renewal of a policy we have previously issued, we may cancel this policy by mailing or delivering to the first Named insured, at the mailing address shown in the policy, and to the producer of record, advance written notice of cancellation, stating the reason for cancellation, at least: a. 10 days before the effective date of Cancellation if we cancel for: (1) Nonpayment of premium; or (2) Discovery of fraud by: (a) Any insured or his or her representative in obtaining this insurance; or (b) You or your representative in pursuing a claim under this policy. b. 30 days before the effective date of cancellation if we cancel for any other reason. 3. All Policies In Effect For More Than 60 Days a. If this policy has been in effect for more than 60 days, or is a renewal of a policy we issued, we may cancel this policy only upon the occurrence, after the effective date of the policy, of one or more of the following: (1) Nonpayment of premium, including payment due on a prior policy we issued and due during the current policy term covering the same risks. (2) Discovery of fraud or material misrepresentation by (a) Any insured or his or her representative in obtaining this insurance; or (b) You or your representative in pursuing a claim under this policy. (3) A judgment by a court or an administrative tribunal that you have violated a California or Federal law, having as one of its necessary elements an act which materially increases any of the risks insured against. (4) Discovery of willful or grossly negligent acts or omissions, or of any violations of state laws or regulations establishing safety standards, by you or your representative, which materially increase any of the risks insured against. (5) Failure by you or your representative to implement reasonable loss control requirements, agreed to by you as a condition of policy issuance, or which were conditions precedent to our use of a particular rate or rating plan, if that failure materially increases any of the risks insured against. (6) A determination by the Commissioner of Insurance that the: (a) Loss of, or changes in, our reinsurance covering all or part of the risk would threaten our financial integrity or solvency; or (b) Continuation of the policy coverage would: (i) Place us in violation of California law or the laws of the state where we are domiciled; or VIL 619 CA 08 11 Includes copyrighted material of Insurance Services Office, Inc. Page t of 3 Copyright 2011, OneBeacon Insurance Group LLC E -INSURED (ii) Threaten our solvency. (7) A change by you or your representative in the activities or property of the commercial or industrial enterprise, which results in a materially added, increased or changed risk, unless the added, increased or changed risk is included in the policy. b. We will mail or deliver advance written notice of cancellation, stating the reason for cancellation, to the first Named Insured, at the mailing address shown in the policy, and to the producer of record, at least: (1) 10 days before the effective date of cancellation if we cancel for nonpayment of premium or discovery of fraud. or (2) 30 days before the effective date of cancellation if we cancel for any other reason listed in Paragraph 3.a. 5. If this policy is cancelled, we will send the first Named Insured any premium refund due. The refund, if any, will be computed on a pro rata basis. However, the refund may be less than pro rata if we made a loan to you for the purpose of payment of premiums for this policy. The cancellation will be effective even if we have not made or offered a refund B. The following provision is added to the Cancellation Common Policy Condition: 7. Residential Property This provision applies to coverage on real property which is used predominantly for residential purposes and consisting of not more than four dwelling units, and to coverage on tenants' household personal property in a residential unit, if such coverage is written under the following: Commercial Property Coverage Part a. If such coverage has been in effect for 60 days or less, and is not a renewal of coverage we previously issued, we may cancel this coverage for any reason, except as provided in b. and c. below. b. We may not cancel this policy solely because the first Named Insured has: (1) Accepted an offer of earthquake coverage; or (2) Cancelled or did not renew a policy issued by the California Earthquake Authority (CEA) that included an earthquake policy premium surcharge. However, we shall cancel this policy if the first Named Insured has accepted a new or renewal policy issued by the CEA that includes an earthquake policy premium surcharge but fails to pay the earthquake policy premium surcharge authorized by the CEA. c. We may not cancel such coverage solely because corrosive soil conditions exist on the premises. This restriction (c.) applies only if coverage is subject to the following, which excludes loss or damage caused by or resulting from corrosive soil conditions: Commercial Property Coverage Part C. The following is added and supersedes any provisions to the contrary: Nonrenewal 1. Subject to the provisions of Paragraphs C.Z. and C.3. below, if we elect not to renew this policy, we will mail or deliver written notice, stating the reason for nonrenewal, to the first Named Insured shown in the Declarations, and to the producer of record, at least 60 days, but not more than 120 days, before the expiration or anniversary date. We will mail or deliver our notice to the first Named Insured, and to the producer of record, at the mailing address shown in the policy. 2. Residential Property This provision applies to coverage on real property used predominantly for residential purposes and consisting of not more than four dwelling units, and to coverage on tenants' household property contained in a residential unit, if such coverage is written under the following: Commercial Property Coverage Part a. We may elect not to renew such coverage for any reason, except as provided in b., c. and d. below. b. We will not refuse to renew such coverage solely because the first Named Insured has accepted an offer of earthquake coverage. Page 2 of 3 Includes copyrighted material of Insurance Services Office, Inc. VIL 619 CA 08 11 Copyright 2011, OneBeacon Insurance Group LLC However, the following applies only to insurers who are associate participating insurers as established by Cal. Ins, Code Section 10089.16. We may elect not to renew such coverage after the first Named Insured has accepted an offer of earthquake coverage, if one or more of the following reasons applies: (1) The nonrenewal is based on sound underwriting principles that relate to the coverages provided by this policy and that are consistent with the approved rating plan and related documents filed with the Department of Insurance as required by existing law; (2) The Commissioner of Insurance finds that the exposure to potential losses will threaten our solvency or place us in a hazardous condition. A hazardous condition includes, but is not limited to, a condition in which we make claims payments for losses resulting from an earthquake that occurred within the preceding two years and that required a reduction in policyholder surplus of at least 25% for payment of those claims; or (3) We have: (a) Lost or experienced a substantial reduction in the availability or scope of reinsurance coverage, or (b) Experienced a substantial increase in the premium charged for reinsurance coverage of our residential property insurance policies; and the Commissioner has approved a plan for the nonrenewals that is fair and equitable, and that is responsive to the changes in our reinsurance position. c. We will not refuse to renew such coverage solely because the first Named Insured has cancelled or did not renew a policy, issued by the California Earthquake Authority, that included an earthquake policy premium surcharge. d. We will not refuse to renew such coverage solely because corrosive soil conditions exist on the premises. This restriction (d.) applies only if coverage is subject to the following, which excludes loss or damage caused by or resulting from corrosive soil conditions: Commercial Property Coverage Part 3. We are not required to send notice of nonrenewal in the following situations: a. If the transfer or renewal of a policy, without any changes in terms, conditions or rates, is between us and a member of our insurance group. b. If the policy has been extended for 90 days or less, provided that notice has been given in accordance with Paragraph C.1. c. If you have obtained replacement coverage, or if the first Named Insured has agreed, in writing, within 60 days of the termination of the policy, to obtain that coverage. d. If the policy is for a period of no more than 60 days and you are notified at the time of Issuance that it will not be renewed. e. If the first Named Insured requests a change in the terms or conditions or risks covered by the policy within 60 days of the end of the policy period. f. If we have made a written offer to the first Named Insured, in accordance with the timeframes shown in Paragraph C.1., to renew the policy under changed terms or conditions or at an increased premium rate, when the increase exceeds 25%. VIL 619 CA 08 11 Includes copyrighted material of Insurance Services Office, Inc Page 3 of 3 Copyright 2011, OneBeacon Insurance Group LLC WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 06 07 (Ed 1-07) CALIFORNIA CANCELLATION ENDORSEMENT This endorsement applies only to the insurance provided by the policy because California is shown in Item 3.A. of the Information Page. The cancellation condition in Part Six (Conditions) of the policy is replaced by these conditions: Cancellation: You may cancel this policy. You must mail or deliver advance written notice to us stating when the cancellation is to take effect. We may cancel this Policy for one or more of the following reasons: a. Non-payment of premium; b. Failure to report payroll; C. Failure to permit us to audit payroll as required by the terms of this policy or of a previous policy issued by us,- d. s;d. Failure to pay any additional premium resulting from an audit of payroll required by the terms of this policy or any previous policy issued by us; e. Material misrepresentation made by you or your agent; f. Failure to cooperate with us in the investigation of a claim; g. Failure to comply with Federal or State safety orders; h. Failure to comply with written recommendations of our designated loss control representatives; i. The occurrence of a material change in the ownership of your business; j. The occurrence of any change in your business or operations that materially increases the hazard for frequency or severity of loss; k. The occurrence of any change in your business or operation that requires additional or different classification for premium calculation; i. The occurrence of any change in your business or operation which contemplates an activity excluded by our reinsurance treaties. 3. If we cancel your policy for any of the reasons listed in (a) through (f), we will give you 10 days advance written notice, stating when the cancellation is to take effect. Mailing that notice to you at your mailing address shown in Item 1 of the Information Page will be sufficient to provide notice. If we cancel your policy for any of the reasons listed in Items (g) through (1), we will give you 30 days advance written notice; however, we agree that in the event of cancellation and reissuance of a poky effective upon a material change in ownership or operations, notice will not be provided. 4. The policy period will end on the day and hour stated in the cancellation notice. 5. If you cancel this policy or if we cancel due to non-payment of premium. First, the premium computed in accordance with Section 1, Rule 2, will be multiplied by the quotient of the number of days for which the policy was written divided by the number of days the policy remained in force to produce the full policy premium. Second, the extended number of days will be determined by dividing the number of days the policy was in force by the number of days for which the policy was written and multiplying the quotient by 365 days. (When the Policy was written for a one-year period, the extended number of days wilt equal the number of days tt'ie policy remained in force). Turd, the short rate percentage corresponding to the extended number of days will be obtained from the short rate cancellation table. Fourth, the short rate premium will be equal to the product of the full policy premium times the short rate percentage The Short Rate Table below will be used in computing the Short Rate Premium. In no event will the final earned premium be less than the policy minimum premium, WC 99 06 07 Page 1 of 2 (Ed 1-07) AMENDMENT NO. 1 PROFESSIONAL SERVICES AGREEMENT for Lampson Well Treatment Analysis — Pilot Project Professional Engineer Services between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 EI Pacific Advanced Civil Engineering, Inc. 17520 Newhope Street, Suite 200 Fountain Valley, CA 92708 (714) 481-7300 This Amendment No. 1, dated April 27, 2020, amends ("Agreement") dated December 19, 2019 by and between ("City"), a California charter city, and Pacific Advanced ("Consultant"), a California corporation. 1 that certain agreement the City of Seal Beach Civil Engineering, Inc. RECITALS A. City and Consultant are parties to the Agreement, pursuant to which Consultant provides professional engineering services for the Lampson Well Treatment Analysis — Pilot Project. B. City and Consultant wish to amend the Agreement for Consultant to provide additional professional engineering services for the Project, and to increase Consultant's compensation by $29,500 for those additional services required in connection with the Project, for revised total compensation in the not -to -exceed amount of $62,500 as provided herein. AMENDMENT NO. 1 NOW, THEREFORE and in consideration of the foregoing and of the mutual covenants and promises herein set forth, the parties agree to amend the Agreement as follows: Section 1. Section 1.0 (Scope of Services) of the Agreement, is hereby amended to add subsection 1.1.1 to read as follows: 1.1.1 Consultant shall provide those additional services (hereinafter "Additional Services") set forth in the attached Exhibit A-1 (Consultant's Scope of Services -- Additional Services), which are hereby incorporated by reference. To the extent that there is any conflict between Exhibits A, A-1, B and this Agreement, as amended by Amendment No. 1, Amendment No. 1 to this Agreement shall control." Section 2. Section 2.0 (Term) of the Agreement is hereby amended in its entirety to read as follows: "2.0 Term 2.1 Except as modified by Section 2.2, the term of this Agreement shall commence as of the Effective Date, and shall continue for a term of one (1) year unless previously terminated as provided by this Agreement. 2.2 Notwithstanding Section 2.1, the term of Amendment No. 1 for the performance of the Additional Services shall commence as of the Effective Date of Amendment No. 1, and shall continue for a period of one (1) year ending April 27, 2021, unless previously terminated as provided by this Agreement or extended by the City Manager with 30 days' prior notice. Section 3. Section 3.1 of Section 3.0 (Consultant's Compensation) of the Agreement is hereby amended in its entirety to read as follows: " 3.1 City will pay Consultant in accordance with the hourly rates shown on the fee schedules set forth in Exhibit A (for Services) and Exhibit A-1 (for Additional Services), but in no event will the City pay more than the total not -to -exceed amount of $62,500. Any additional work authorized by the City pursuant to Section 1.5 will be 2 compensated in accordance with the fee schedules set forth in Exhibits A and A 1, and shall not exceed the amount authorized by the City Council at time of award or amendment." Section 4. The title of Section 16.1 (Other Indemnitees) of Section 16.0 (Indemnification, Hold Harmless and Duty to Defend) of the Agreement is hereby amended to read "Other Indemnities", with all remaining provisions of Section 16.1 remaining in effect without amendment. Section 5. Section 19.0 (Prevailing Wage and Payroll Records) of the Agreement is hereby amended in its entirety to read as follows: 19.0 Labor Law Requirements 19.1 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 19.2 Prevailing Wage and Payroll Records. This Agreement calls for services that, in whole or in part, constitute "public works" as defined in the California Labor Code. Therefore, as to those services that are "public works", Consultant shall comply in all respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit B, attached hereto and incorporated by reference herein." Section 6. New Section 28.0 (Suspension) is hereby added to the Agreement to read as follows: "28.0 Suspension City may, in writing, order Consultant to suspend all or any part of the Consultant's Services for the convenience of City or for work stoppages beyond the control of City or Consultant. A suspension of the Services does not void this Agreement." Section 7. New Section 29.0 (Force Majeure) is hereby added to the Agreement to read as follows: "29.0 Force Majeure Neither City nor Consultant shall be responsible for delays in performance under this Agreement due to causes beyond its control, including but not limited to acts of God, acts of the public enemy, acts of the Government, fires, floods or other casualty, epidemics, earthquakes, labor stoppages or slowdowns, freight embargoes, unusually severe weather, and supplier delays due to such causes. Neither economic nor market conditions nor the financial condition of either party shall be considered a cause to excuse delay pursuant to this section. Each party shall advise the other promptly in writing in accordance with Section 7 of this Agreement of each 3 such excusable delay, its cause and its expected delay, and shall upon request update such advice. Section 8. Section 28.0 (Corporate Authority) s hereby re -numbered as Section 30.0, with all other remaining provisions of said section remaining in effect without amendment. Section 9. All references to the term "Agreement' throughout Sections 1.0 through 30.0, inclusive, of the Agreement are hereby modified to include the Agreement dated December 19, 2019, and this Amendment No. 1, dated April 27, 2020, as if all of those terms are fully set forth therein. Section 10. Except as expressly modified or supplemented by this Amendment No. 1, all other provisions of the Agreement shall remain unaltered and in full force and effect. In the event of a conflict between the provisions of this Amendment No. 1 and the provisions of the Agreement, the provisions of this Amendment No. 1 shall control. 4 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. to be executed and attested by their proper officers thereunto: CITY OF SEAL BEACH c By: r Jill . Ingram, City er Attest: By: Gloria D. H r er, City Clerk Approved to By: ra' A. teele, City Attorney CONSULTANT Engineering, corporation Pacific Advanced Civil Inc., a California Name: Michelle Hoalton Its: Vice President By: 25 Name: Mark Krebs Its: President, Secretary (Please note, two signatures required for corporations under Corp. Code §313, unless corporate documents authorize only one person to sign this Agreement on behalf of the corporation.) EXHIBIT A-1 Consultant's Scope of Services -- Additional Services PACE Advanced Water Engineering AUTHORIZATION FOR CHANGE ORDER TO: City of Seal Beach, Public Works Dept. ATTN: Iris Lee 211 Eighth Street Seal Beach, CA 90740 Phone (562) 431-2527 x1322 DATE: March 25, 2020 PROJECT: B629 — Lampson Well Treatment Analysis — Pilot Project C.O. AUTH. #: #1 PACE is requesting authorization for additional budget to perform following new tasks. Overview: The phase 1 investigations were focused on evaluating PACE's proposed Hybrid Biological Activated Carbon (HBAC) treatment on City of Seal Beach (City) Lampson Well (Well) H2S removal. Unfortunately, the HBAC treatment was not successful as the Well water does not have native sulfide oxidizing bacteria. The later efforts to seed bacteria from another Orange County ground water well (OC Well 9) also failed. During phase 1 investigations, it was noticed that when exhausted GAC media columns dried, the adsorption capacity of GAC was regenerated. This finding lead for the preliminary investigations carried out to identify feasibility of "Passive Regeneration of GAC" to enhance media life time while reducing annual operational cost of media replacement. This request for additional task is to investigate the feasibility of PACE's proposed passive regeneration of exhausted GAC on treating H2S odor, and to reducing chlorine chemical usage. This pilot study will be carried out by using previously deployed PACE's 5 -column pilot skid and the 8 -foot tall pilot skid. Description of Scope: Our services will include the following tasks: (1) feasibility study on passive regeneration of GAC (17 weeks), (2) Chlorine demand test (1 week), and (3) a technical memorandum with a PowerPoint presentation (2 weeks). PACE anticipates a total of 21 weeks to complete all identified tasks. Task 04 — Feasibility Study on Passive Regeneration of GAC PACE shall provide equipment, materials, and labor to perform an approximate 17 - weeks pilot test at the Well. Both the 5 -column pilot skid and the 8 -foot tall pilot skid (see Figure 1) will be modified and used for feasibility studies. PACE shall be responsible for modifications and startup of pilot skids while the City shall be responsible to providing required access, electrical power and raw well water. Figure 1 — Five column (left) and 8 -foot -tall (right) pilot skids Iris Lee — Change Order #1 March 25, 2020 Lampson Well Treatment Analysis —Pilot Project— City of Seal Beach /#B629 Page 2 of 4 Task 4 will be carried out in three (3) stages to find answers to three (3) main unknowns as stated above. The investigation approach for each individual stages are described below: 1. Stage 1 — Duration for media exhaustion for 4 foot of GAC media — 3 Weeks 8 -foot tall pilot skid will be filled with 4 foot of fresh GAC media, and will have a 500 gpm equivalent flow rate for a 10 diameter vessel. The test will run for initially at two days per week for the first week, and then become daily until a breakthrough of 20 pg/L of HzS is reached. 2. Stage 2 — Optimal duration for Passive Regeneration — 2 Weeks Five column pilot skid will be configured in parallel configuration and fresh GAC media will be exhausted to initiate Passive Regeneration study. Once media is exhausted, water supply for all columns will be shut down and allow to passively regenerate for 24, 48, 72, 96 and 144 hours with daily monitoring to estimate optimal duration for regeneration. In addition, a similar test as Stage 1 above will be performed to determine the duration it takes to exhaust 15 inches of GAC media. 3. Stage 3 — Projected number of regeneration cycles GAC media can be used — 12 Weeks 8 -foot tall pilot skid will be filled with 4 foot of fresh GAC media, and will have a 500 gpm equivalent flow rate for a 10 diameter vessel. The test will run up to 6 cycles of Stage 1 media exhaustion tests, or 12 continuous weeks (whichever comes first) of testing, with optimal duration to dry GAC media as determined from Stage 2. Each dataset from each cycle will be plotted, to determine if GAC is quickly degrading, gradually degrading, barely degrading over the testing period. PACE will then estimate the useful life of GAC media through extrapolation. PACE will collect water samples to monitor odor, hydrogen sulfide, and other water quality parameters as outlined in Table 1 below. PACE will test sensitive water quality parameters on site, while other less sensitive tests will be carried out at PACE lab within 24 -hours after sampling. PACE will coordinate and work in good faith with City's water distribution staff to conduct analysis without creating any undue burden on City staff. The following water quality parameters will be tested on a daily and weekly basis. Table 1— Water Class Parameter PH* Conductivity TDS General ORP* DO* Color* Turbidity Method Handheld probe Handheld probe Handheld probe Handheld probe Handheld probe HACH 8025 Temperature* I Handheld probe Ions I Sulfide* I HACH 8131 parameters tested in Task 04 Equipment 'Mor sI(grlcance Hach HQ40d Secondary Drinking Water Standard OAKTON PCTS 50 Secondary Drinking Water Standard Secondary Drinking Water OAKTON PCTS 50 Standard Oxidation Status of the Well ORPTestr 10 water Sensitive for Sulfide Oxidation Hach HQ40d HACH DR 2800 / Secondary Drinking Water Hach DR 900 Standard HACH 2100 Secondary Drinking Water TURBIDIMETER Standard Hach HQ40d Sensitive for biological activity Ion of Concern HACH DR 2800 PACE Iris Lee — Change Order #1 Lampson Well Treatment Analysis — Pilot Project — City of Seal Beach / #B629 Sulfate HACH 8051 March 25, 2020 Page 3 of 4 HACH DR 2800 1 By product of Sulfide Oxidation Nitrate- N HACH 10206 HACH DR 2800 Nutrient / Sensitive for Sulfide Oxidation Ammonia - N HACH 10023 HACH DR 2800 Nutrient for biological activity Iron HACH 8008I HACH DR 2800 Secondary Drinking Water Standard Manganese HACH 8149' HACH DR 2800 Secondary Drinking Water Standard Remarks: * tests will be conducted onsite for sensitive water quality parameters. After completion of the pilot study, PACE shall remove all pilot equipment from Well site. Task 05—Testing with OC Well 6 Bacteria w/ 1' Tall Pilot Kit PACE will separately grow bacteria from another Orange County ground water well (OC Well 6), inside a compact 1' tall compact pilot kit filled with exhausted GAC, to determine if such bacteria can survive the raw water from the City's Well. If result shows bacteria can survive under this condition, PACE will recommend the City to authorize PACE to perform more future testing as shown below as Optional Task 08. Task 06 — Chlorine Demand Test PACE shall provide equipment, materials, and labor to perform a comprehensive chlorine demand tests on raw Well water and treated water to determine the amount of reduction in chlorine demand from the proposed passive regeneration treatment system. Two chlorine demand tests will be conducted as soon as the regenerated media is put in service, and after 1 week of operation. The chlorine demand tests are conducted on site immediately after samples are collected. Task 07 — Technical Memorandum and Presentation PACE shall prepare a Technical Memorandum (TM) and a Power Point presentation to summarize results of the analysis, findings, and provide recommendations for improvements. Optional Tasks (Total of $30,000): optional Task 08 — Feasibilitv__Study on HBAC Testing with OC Well 6 Bacteria (0vtionall - $20,000 Similar to Task 01 from the original phase 1 pilot, exhausted GAC media will be seeded with OC Well 6 bacteria in the five column pilot skid. PACE will performs a number of treatment cycles, including backwash, to measure effectiveness of a HBAC system for the removal of the Well's 1-12S odor. PACE will also perform a separate test to determine if seeded bacteria can survive in a vessel when it is stagnant for 1 day, 3 days, 1 week, 2 weeks, and 1 month. This is an essential operation parameter to determine how long can the Well be shut off while not harming the seeded bacteria. Summary of findings and results from this task will be included in the above Task 07 Technical Memorandum and Presentation. PACE Iris Lee — Change Order #1 Lampson Well Treatment Analysis — Pilot Project — City of Seal Beach / #B629 March 25, 2020 Page 4 of 4 Optional Task 09 -- Assist City with Preliminary Review & Acceptance of Treatment Method from State Regulatory A enc (Optional) — $10,000 Consultant shall prepare base maps for pipeline plans and profiles using data obtained from the surveyor. Client's existing digital GIS shape files will be layered into base maps, along with all physical elements, including and not limited to right-of-way, curbs and gutters, centerlines, existing active and abandoned utilities, etc. Surveyor will obtain depth, invert elevation, depth to valve stems from existing manholes and valve covers. Consultant will work with City staff to notify utility companies to obtain updated maps delineating existing utilities, and to determine if there are proposed improvements within the project limit. All such proposed improvements will be included in the base maps to identify potential conflict with proposed design alternative(s). Consultant will review Client's record drawings and will show all existing improvements in the base maps. Consultant will make site visit(s) to validate information shown on all base maps. Compensation: PACE will complete the work outlined herein and invoice the City monthly on a percentage of completion basis for the Not -To -Exceed amount of $29,500 in accordance with the attached hourly rate and engineering fee estimate. NOTE: All of the above fees are Not -To -Exceed amounts and will not be exceeded without prior written consent. Task Description: Professional Fee: Task 04 — Feasibility Study on Passive Regeneration of GAC $ 20,000 Task 05 — Testing with OC Well 6 Bacteria w/ 1' Tall Pilot Kit $ 1,500 Task 06 — Chlorine Demand Test $ 4,000 Task 07 — Technical Memorandum and Presentation 4,000 This Request - Change Order #1: Estimated By: March 25, 2020 Duncan Lee, PE — PACE Date AGREED TO AND ACCEPTED BY: Iris Lee, P.E. - City of Seal Beach Date PACE LULU } �x\�, w2j { LU 0!$ o3q§ M Z��/ �0a.,/=, { § a La ,!m (!�, .E— Eƒ!� k90.2 a k\ 0 # f � k2 ct k k 3 a \ E L2 f - 2] - G ■(� � § � \/i£ $\ § �•� ] LO) 7 § , � §e; m )w \§ ° . ]2 \k § }�5 \\$ . \(t u£® a=2 k§/ \\/ k\§ . LL J� @ R PACIAQU-01 ARQDRIGUE, ,4COR0 CERTIFICATE OF LIABILITY INSURANCE DATE /YYVY) 72/8120612018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER — —mv r V"' rV HUB International Insurance Services Inc. 4695 MacArthur Court, Suite 600 Newport Beach, CA 92660 INSURED Pacific Advanced Civil Engineering Inc. (PACE) 17520 Newhope Street Suite 120 Fountain Valley, CA 92708 c2gjAcT Laura Lettieri REVISION NUMBER: PHONE FAX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD (AIC, No. Exy: (AIC, No): CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED ADDRESS, laura.lettieri@hubinternational.com n EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS . INSURER[S) AFFORDING COVERAGE NAIC # INSURERn_ Evanston Insurance Company 35378 , IW$uReRa.Atlantic Specialty Ins. Co. 27154 INSURER c: Berkshire Hathaway Homestate Insurance Company 20044 INSURERD:Arch Specialty Insurance Company_ 21199 INSURER E: X $5,000 Ded INSURER F: COVERAGES CERTIFICATE (HUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR TYPE OF INSURANCE AOOL SUER POLICY NUMBER POLICY EFF POLICY EXP .ITR - - tNSD = — --[M-1A.QDP"r�`_YLLIMM1001YYYYt LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCURMKLV5PBC000525 '�, 4/30/2019 4/30/2020 X DAMAGE TO RENTED PRENIIS.E.S.(F;a.uc&upance} $_. 300,000 X $5,000 Ded MED EXP.(Any one person) S -- PERSONAL A ADV INJURY 8 1,000,000 GEMLAGGREGATE L�IMOIT� APPLIES PER: GENERAL AGGREGATE $ 2'000'000 POLICY X JECT I LOC PRODUCTS -COMPIOPAGG $ 2,000,000 CAP:$10,000,000 OTHER S 13 AUTOMOBILE UASILITY COM SINE 0SING LELIMIT (Ea spioder+l) _L _ 1,000,000 X ANY AUTO X 7100322160007 4/30/2019 4/30/2020 BODILY INJURY (Per person) S, OWNED SCHEDULED , AUTOS ONLY AUTOS BODILY INJURY (Per acaldanl) S p ALITOSONLY PER { Oppod i_ AUTO�[�r tOAMAGE S A UMBRELLA LIAB X OCCUR X EXCESS LIAB CLAIMS -MADE MKLV5EUL101645 DED RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y I N PAWC019790 ANY PROPRiETOR/PARTNERIE7IEGUTf11E �FFICCERme Mg�� EXCLUDEtri N I A liendatary�n NHj --- IfVes. describe under D PROF 8: POLL LIAB D RETRO DATE: 1/1/1995 EACH OCCURRENCE S 10,000,000 4/30/2019 4/30/2020 AGGREGATE I S 10,000,000 S X PER H STATUTE E;R 3/2/2019 3/2/2020 1,000,000 E.L EACH ACCIDENT S E.L. DISEASE - EA EMPLOYEE- S 1,000,000 . M...- . 1.000.000 CPPOO55298-06 4/30/2019 4/30/2020 ',F-ACH CLAIM $3M / DED ! 100,000 CPP0055298-06 4/30/2019 4/30/2020 ',AGGR $6M I DED 300,000 DESCRIPTION OF OPERATIONS I LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if mono apace is required) RE: Operations of the named insued during the current policy term. City of Seal Beach, its directors, officials, officers, employees, agents and volunteers are ,additional insured with respect to general liability and auto liability per C1320101185, CG20370704 and VCA201062018. Excess Liability Follows Form. 30 day notice of cancellation applies per policy provisions per (GL) IL00171198, (AUTO) VIL619CA0811 & (WC) WC990607107. City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 ACORD 25 (2016/03) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy Number: 710-03-22-16-0007 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BROAD FORM AUTOMOBILE ENDORSEMENT This endorsement modifies insurance provided under the following. BUSINESS AUTO COVERAGE FORM This endorsement extends certain coverages. The following listing and the headers in this endorsement are only for convenience. Provisions in this endorsement might be modified by other endorsements. Read the entire policy carefully to determine rights, duties and what is and is not covered. A. Drive Other Car Coverage — Executive Officers and Certain Individuals B. Section II — Covered Autos Liability Coverage 1. Additional Insured — Written Contract, Agreement, Permit or Authorization 2. Broadened Named Insured 3. Employees as Insureds (Including Employee Hired Autos and Fellow Employee Coverage) 4. Newly Acquired or Formed Organizations 5. Supplementary Payments — Bail Bonds and Loss of Earnings C. Section III — Physical Damage Coverage 1. Hired Auto Physical Damage Coverage 2. Towing — Any Covered Autos 3. Transportation Expenses Increased 4. Loss of Use Expenses Increased 5. Other Coverage Extensions a. Airbag Discharge b. Auto Theft Reward c. Loan/Lease Gap Coverage d. Rental Reimbursement 6. Diminution in Value 7. Communications Equipment 8. Deductible Waived For Glass Repair D. Section IV — Business Auto Conditions 1. Duties in Event of Accident, Claim, Suit or Loss 2. Waiver of Subrogation When Required by Written Contract or Agreement E. Section V — Definitions 1. Bodily Injury— Includes Mental Anguish 2. Executive Officer A. Drive Other Car Coverage — Executive Officers and Certain Individuals 1. The following is added to Section I — Covered Autos: Drive Other Car Coverage a. For Covered Autos Liability Coverage and Physical Damage Coverage, "autos" in the care, custody or control of an "insured" described in Paragraph 2. below, which you do not own, hire, lease or borrow, are covered "autos". But this does not include any "auto": (1) Owned by any "insured" described in Paragraph 2. below, or any member of their household, including any "auto" that is owned but not insured; (2) Used by an "insured" described in Paragraph 2. below while working in the business of selling, servicing, repairing or parking autos; or (3) Insured or covered under another policy. b. If Medical Payments, Uninsured/Underinsured Motorist, Personal Injury Protection or other compulsory coverages required by the governing jurisdiction are provided by this policy, then an "insured" described in Paragraph 2. below, and their family members residing in the same household, are "insureds" while: (1) Occupying as a passenger; or (2) A pedestrian when struck by; any "auto" you do not own, hire, lease or borrow, except an "auto" owned by an "insured" described in Paragraph 2. below or members of their household, or an "auto" insured or covered under any other policy. VCA 201 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 5 Copyright 2018, INSURED 4. Newly Acquired or Formed Organizations Paragraph A.1. Who is an Insured of Section II — Covered Autos Liability Coverage is amended to include as an "insured" any organization you newly acquire or form, other than a partnership or joint venture, and over which you maintain ownership or majority interest, if there is no other similar insurance available to that organization. But: (1) Coverage under this provision is afforded only until the end of the policy period; and (2) Coverage does not apply to "bodily injury" or "property damage" caused by an "accident' that occurred before you acquired or formed the organization. 5. Supplementary Payments — Bail Bonds and Loss of Earnings In Paragraph A.2.a. Supplementary Payments of Section II — Covered Autos Liability, the following replaces Paragraphs (2) and (4): (2) Up to $3,500 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident' we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. C. Section III — Physical Damage Coverage 1. Hired Auto Physical Damage Coverage a. If hired "autos" are covered "autos" under Section II — Covered Autos Liability Coverage and this policy provides Comprehensive, Specified Causes of Loss Coverage or Collison Coverage for any "auto" you own, a hired "auto" will be deemed a covered "auto" for Physical Damage Coverage subject to the provisions in Paragraph b. below. b. For Hired Physical Damage Coverage provided by paragraph a. above: (1) The most we will pay for "loss" to any hired "auto" is the lesser of: (a) $75,000 for "autos" of the private passenger type and $50,000 for all other "autos"; (b) The actual cash value of the damaged or stolen property as of the time of the "loss"; or (c) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. (2) The Deductible is the largest Deductible for the applicable coverage for an "auto" you own. (3) This insurance is excess over any other valid and collectible insurance, whether such insurance is primary, excess, contingent or on any other basis. 2. Towing — Any Covered Autos The following replaces Paragraph A.2. Towing of Section III — Physical Damage Coverage: We will pay up to $100 for towing and, if labor is performed at the place of disablement, labor costs incurred each time a covered "auto" is disabled if a premium charge for towing and labor is shown in the Schedule or the Declarations. 3. Transportation Expenses Increased In Paragraph AA.a. Transportation Expenses of Section III — Physical Damage Coverage, the amounts we will pay amounts we will pay for temporary transportation expenses incurred by you because of the total theft of a covered "auto" of the private passenger type are increased to $75 per day, to a maximum of $2,250. 4. Loss of Use Expenses Increased The following replaces the last paragraph in Paragraph AA.b. Loss Of Use Expenses of Section III — Physical Damage Coverage: However, the most we will pay for any expenses for loss of use is $1,000. 5. Other Coverage Extensions If you have Physical Damage Coverage, the following are added to Paragraph A.4. Coverage Extensions of Section III — Physical Damage Coverage: VCA 201 06 18 Includes copyrighted material of Insurance Services Office, Inc, with its permission. Page 3 of 5 Copyright 2018, c. Scanning monitor receiver; or d. GPS navigation system. No Deductible applies to "loss" to such communications equipment. But the most we will pay for all such communications equipment is $5,000 for any one "loss". 8. Deductible Waived For Glass Repair The following is added to Paragraph D. Deductible of Section III — Physical Damage Coverage: No Deductible applies if glass that is damaged is repaired rather than replaced. D. Section IV — Business Auto Conditions 1. Duties in the Event of Accident, Claim, Suit or Loss The following is added to Paragraph A.2. Duties in the Event of Accident, Claim, Suit or Loss of Section IV — Business Auto Conditions: The requirements that you must notify us of an "accident", claim, "suit" or "loss", or send us documents concerning a claim or "suit", apply only if the "accident", claim, "suit" or "loss" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) An "executive officer" or insurance or risk manager, if you are a corporation; or (4) A manager, if you are a limited liability company. The requirement that you must notify us as soon as practicable of an "accident", claim, "suit" or "loss" does not apply if you report the "accident", claim, "suit" or "loss" to your workers' compensation insurer and the "accident", claim, "suit" or "loss" later develops into a liability claim for which coverage is provided by this policy. But as soon as you become aware that an "accident", claim, "suit" or "loss" is a liability claim rather than a workers' compensation claim, you must comply with all parts of Paragraph A.2. Duties in the Event of Accident, Claim, Suit or Loss of Section IV — Business Auto Conditions. 2. Waiver of Subrogation When Required by Written Contractor Agreement The following is added to Paragraph A.5. Transfer of Rights of Recovery Against Others to Us of Section IV — Business Auto Conditions: We will waive any right of recovery against any person or organization because of payments we make for "bodily injury" or "property damage" arising out of the ownership, maintenance or use of a covered "auto" when you have assumed liability for such "bodily injury" or "property damage" under an "insured contract", but only if the "insured contract" is executed before the "accident" or "loss" occurs. E. Section V — Definitions 1. Bodily Injury — Includes Mental Anguish The following is added to Paragraph C. of Section V — Definitions: "Bodily injury" includes mental anguish resulting from bodily injury, sickness, or disease sustained by a person at any time. 2. Executive Officer The following is added to Section V — Definitions: "Executive officer" means a person holding any of the officer positions created by your charter, constitution, bylaws or any other similar governing document. VCA 201 06 18 Includes copyrighted material of Insurance Services Office, Inc, with its permission. Page 5 of 5 Copyright 2018, COMMON POLICY CONDITIONS All Coverage Parts included in this policy are subject to the following conditions. A. Cancellation 1. The first Named Insured shown in the Declara- tions may cancel this policy by mailing or deliv- ering to us advance written notice of cancella- tion. 2. We may cancel this policy by mailing or deliver- ing to the first Named Insured written notice of cancellation at least: a. 10 days before the effective date of cancel- lation if we cancel for nonpayment of premi- um; or b. 30 days before the effective date of cancel- lation if we cancel for any other reason. 3. We will mail or deliver our notice to the first Named Insured's last mailing address known to us. 4. Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. 5. If this policy is cancelled, we will send the first Named Insured any premium refund due. If we cancel, the refund will be pro rata. If the first Named Insured cancels, the refund may be less than pro rata. The cancellation will be ef- fective even if we have not made or offered a refund. 6. If notice is mailed, proof of mailing will be suffi- cient proof of notice. B. Changes This policy contains all the agreements between you and us concerning the insurance afforded. The first Named Insured shown in the Declarations is authorized to make changes in the terms of this policy with our consent. This policy's terms can be amended or waived only by endorsement issued by us and made a part of this policy. C. Examination Of Your Books And Records We may examine and audit your books and rec- ords as they relate to this policy at any time during the policy period and up to three years afterward. D. Inspections And Surveys 1. We have the right to: a. Make inspections and surveys at any time; INTERLINE IL 00 17 11 98 b. Give you reports on the conditions we find; and c. Recommend changes. 2. We are not obligated to make any inspections, surveys, reports or recommendations and any such actions we do undertake relate only to in- surability and the premiums to be charged. We do not make safety inspections. We do not un- dertake to perform the duty of any person or organization to provide for the health or safety of workers or the public. And we do not warrant that conditions: a. Are safe or healthful; or b. Comply with laws, regulations, codes or standards. 3. Paragraphs 1. and 2. of this condition apply not only to us, but also to any rating, advisory, rate service or similar organization which makes in- surance inspections, surveys, reports or rec- ommendations. 4. Paragraph 2. of this condition does not apply to any inspections, surveys, reports or recom- mendations we may make relative to certifica- tion, under state or municipal statutes, ordi- nances or regulations, of boilers, pressure ves- sels or elevators. E. Premiums The first Named Insured shown in the Declara- tions: 1. Is responsible for the payment of all premiums; and 2. Will be the payee for any return premiums we pay. F. Transfer Of Your Rights And Duties Under This Policy Your rights and duties under this policy may not be transferred without our written consent except in the case of death of an individual named insured. If you die, your rights and duties will be transferred to your legal representative but only while acting within the scope of duties as your legal representa- tive. Until your legal representative is appointed, anyone having proper temporary custody of your property will have your rights and duties but only with respect to that property. IL 00 17 11 98 Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1 (ii) Threaten our solvency. (7) A change by you or your representative in the activities or property of the commercial or industrial enterprise, which results in a materially added, increased or changed risk, unless the added, increased or changed risk is included in the policy. b. We will mail or deliver advance written notice of cancellation, stating the reason for cancellation, to the first Named Insured, at the mailing address shown in the policy, and to the producer of record, at least: (1) 10 days before the effective date of cancellation if we cancel for nonpayment of premium or discovery of fraud; or (2) 30 days before the effective date of cancellation if we cancel for any other reason listed in Paragraph 3.a. 5. If this policy is cancelled, we will send the first Named Insured any premium refund due. The refund, if any, will be computed on a pro rata basis. However, the refund may be less than pro rata if we made a loan to you for the purpose of payment of premiums for this policy. The cancellation will be effective even if we have not made or offered a refund. B. The following provision is added to the Cancellation Common Policy Condition: 7. Residential Property This provision applies to coverage on real property which is used predominantly for residential purposes and consisting of not more than four dwelling units, and to coverage on tenants' household personal property in a residential unit, if such coverage is written under the following: Commercial Property Coverage Part a. If such coverage has been in effect for 60 days or less, and is not a renewal of coverage we previously issued, we may cancel this coverage for any reason, except as provided in b. and c. below. b. We may not cancel this policy solely because the first Named Insured has: (1) Accepted an offer of earthquake coverage; or (2) Cancelled or did not renew a policy issued by the California Earthquake Authority (CEA) that included an earthquake policy premium surcharge. However, we shall cancel this policy if the first Named Insured has accepted a new or renewal policy issued by the CEA that includes an earthquake policy premium surcharge but fails to pay the earthquake policy premium surcharge authorized by the CEA. c. We may not cancel such coverage solely because corrosive soil conditions exist on the premises. This restriction (c.) applies only if coverage is subject to the following, which excludes loss or damage caused by or resulting from corrosive soil conditions: Commercial Property Coverage Part C. The following is added and supersedes any provisions to the contrary: Nonrenewal 1. Subject to the provisions of Paragraphs C.2. and C.3. below, if we elect not to renew this policy, we will mail or deliver written notice, stating the reason for nonrenewal, to the first Named Insured shown in the Declarations, and to the producer of record, at least 60 days, but not more than 120 days, before the expiration or anniversary date. We will mail or deliver our notice to the first Named Insured, and to the producer of record, at the mailing address shown in the policy. 2. Residential Property This provision applies to coverage on real property used predominantly for residential purposes and consisting of not more than four dwelling units, and to coverage on tenants' household property contained in a residential unit, if such coverage is written under the following: Commercial Property Coverage Part a. We may elect not to renew such coverage for any reason, except as provided in b., c, and d. below. b. We will not refuse to renew such coverage solely because the first Named Insured has accepted an offer of earthquake coverage. Page 2 of 3 Includes copyrighted material of Insurance Services Office, Inc. VIL 619 CA 0811 Copyright 2011, OneBeacon Insurance Group LLC WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 06 07 (Ed 1-07) CALIFORNIA CANCELLATION ENDORSEMENT This endorsement applies only to the insurance provided by the policy because California is shown in Item 3.A. of the Information Page. The cancellation condition in Part Six (Conditions) of the policy is replaced by these conditions: Cancellation: 1. You may cancel this policy. You must mail or deliver advance written notice to us stating when the cancellation is to take effect. 2. We may cancel this Policy for one or more of the following reasons: a. Non-payment of premium; b. Failure to report payroll; c. Failure to permit us to audit payroll as required by the terms of this policy or of a previous policy issued by us; d. Failure to pay any additional premium resulting from an audit of payroll required by the terms of this policy or any previous policy issued by us; e. Material misrepresentation made by you or your agent; f. Failure to cooperate with us in the investigation of a claim; g. Failure to comply with Federal or State safety orders; h. Failure to comply with written recommendations of our designated loss control representatives; i. The occurrence of a material change in the ownership of your business; j. The occurrence of any change in your business or operations that materially increases the hazard for frequency or severity of loss; k. The occurrence of any change in your business or operation that requires additional or different classification for premium calculation; 1. The occurrence of any change in your business or operation which contemplates an activity excluded by our reinsurance treaties. 3. If we cancel your policy for any of the reasons listed in (a) through (f), we will give you 10 days advance written notice, stating when the cancellation is to take effect. Mailing that notice to you at your mailing address shown in Item 1 of the Information Page will be sufficient to provide notice. if we cancel your policy for any of the reasons listed in Items (g) through (1), we will give you 30 days advance written notice; however, we agree that in the event of cancellation and reissuance of a policy effective upon a material change in ownership or operations, notice will not be provided. 4. The policy period M11 end on the day and hour stated in the cancellation notice. 5. If you cancel this policy or if we cancel due to non-payment of premium. First, the premium computed in accordance with Section 1, Rule 2, will be multiplied by the quotient of the number of days for which the policy was written divided by the number of days the policy remained in force to produce the full policy premium. Second, the extended number of days will be determined by dividing the number of days the policy was in force by the number of days for which the policy was written and multiplying the quotient by 365 days. (When the Policy was written for a one-year period, the extended number of days will equal the number of days the policy remained in force). Third, the short rate percentage corresponding to the extended number of days will be obtained from the short rate cancellation table. Fourth, the short rate premium will be equal to the product of the full policy premium times the short rate percentage. The Short Rate Table below will be used in computing the Short Rate Premium. In no event will the final earned premium be less than the policy minimum premium. WC 99 06 07 Page 1 of 2 (Ed 1-07) COMMERCIAL AUTO AC 70 05 03 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO PROTECTION - GOLD This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM SUMMARY OF COVERAGES A. Effect of This Endorsement B. Newly Acquired or Formed Entities C. Employees as Insureds — Nonowned Autos D. Additional Insured by Contract, Permit or Agreement E. Supplementary Payments — Bail Bonds F. Supplementary Payments — Loss of Earnings G. Personal Effects and Property of Others Extension H. Prejudgment Interest Coverage I. Fellow Employee — Officer, Managers and Supervisors J. Hired Auto Physical Damage K. Temporary Substitute Autos — Physical Damage Coverage L. Expanded Towing Coverage M. Auto Loan or Lease Coverage N. Original Equipment Manufacturer Parts — Leased Private Passenger Types O. Deductible Amendments P. Rental Reimbursement Coverage Q. Expanded Transportation Expense R. Extra Expense — Stolen Autos S. Physical Damage Limit of Insurance T. New Vehicle Replacement Cost U. Physical Damage Coverage Extension V. Transfer of Rights of Recovery Against Others To Us W. Section IV — Business Auto Conditions — Notice of and Knowledge of Occurrence X. Hired Car Coverage Territory Y. Emergency Lock Out Z. Cancellation Condition AC 70 05 03 16 Includes copyrighted material of Insurance Services Office, Inc. Page 1 of 7 with its permission COMMERCIAL AUTO AC 70 05 03 16 A. EFFECT OF THIS ENDORSEMENT Coverage provided under this policy is modified by the provisions of this endorsement. If there is any conflict between the provisions of this endorsement and the provision(s) of any state - specific endorsement also attached to this poli- cy, then the provision(s) of the state -specific endorsement shall apply instead of the provi- sions of this endorsement that are in conflict, but only to the extent of the conflict, and only to the extent necessary to bring such provisions into conformance with the state requirement(s) contained in the provision(s) of the state -specific endorsement. B. NEWLY ACQUIRED OR FORMED ENTITIES The Named Insured shown in the Declarations is amended to include any organization you newly acquire or form, other than a partnership, joint venture, or limited liability company, and over which you maintain ownership or majority (more than 50%) interest; if there is no other similar in- surance avaiiabie to that organization. Coverage under this provision is afforded until the 1301h day after you acquire or form the organization or the end of the policy period, whichever is later. C. EMPLOYEES AS INSUREDS — NONOWNED AUTOS The following is added to paragraph A.1. Who Is An Insured of SECTION II — COVERED AUTOS LIABILITY COVERAGE: d. Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow in your business or your per- sonal affairs. D. ADDITIONAL INSURED BY CONTRACT, PERMIT OR AGREEMENT The following is added to A.1. Who Is An In- sured of SECTION II — COVERED AUTOS LIABILITY COVERAGE: Any person or organization that you are re- quired to name as an additional insured in a written contract or agreement that is executed or signed by you prior to a "bodily injury' or "property damage" occurrence is an "insured" for Covered Auto Liability coverage. How- ever, with respect to covered "autos", such person or organization is an insured only to the extent that person or organization qualifies as an "insured" under A.1. Who is an Insured of SECTION II — COVERED AUTOS LIABILITY COVERAGE: If specifically required by the written contract or agreement referenced in the paragraph above, any coverage provided by this endorsement to an additional insured shall be primary and any other valid and collectible insurance avail- able to the additional insured shall be non- contributory with this insurance. If the written contract does not require this coverage to be primary and the additional insured's coverage to be non-contributory, then this insurance will be excess over any other valid and collectible insur- ance available to the additional insured. E. SUPPLEMENTARY PAYMENTS — BAIL BONDS Supplementary Payments of SECTION II — COVERED AUTOS LIABILITY COVERAGE is revised as follows: (2) Up to $2,500 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. F. SUPPLEMENTARY PAYMENTS — LOSS OF EARNINGS Supplementary Payments of the SECTION II — COVERED AUTOS LIABILITY COVERAGE is revised as follows: (4) All reasonable expenses incurred by the "in- sured" at our request, including actual loss of earnings up to $500 a day because of time off from work. G. PERSONAL EFFECTS AND PROPERTY OF OTHERS EXTENSION 1. The. Care, Custody or Control Exclusion of SECTION II — COVERED AUTOS LIABILITY COVERAGE, does not apply to "property damage" to property, other than your property, up to an amount not exceed- ing $250 in any one "accident". Coverage is excess over any other valid and collectible insurance. 2. The following paragraph is added to A.4. Coverage Extensions of SECTION III — PHYSICAL DAMAGE COVERAGE: c. We will pay up to $500 for your property that is lost or damaged as a result of a covered "loss", without applying a de- ductible. Coverage is excess over any other valid and collectible insurance. Page 2 of 7 Includes copyrighted material of Insurance Services Office, Inc. AC 70 05 03 16 with its permission H. PREJUDGMENT INTEREST COVERAGE The following paragraph is added to SECTION II — COVERED AUTOS LIABILITY COVERAGE, 2. Coverage Extensions, a. Supplementary Payments: (7) Prejudgment interest awarded against the "insured" on that part of the judgment we pay. If we make an offer to pay the appli- cable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. I. FELLOW EMPLOYEE — OFFICERS, MANAGERS, AND SUPERVISORS The Fellow Employee Exclusion in SECTION II — COVERED AUTOS LIABILITY COVERAGE is replaced as follows; A. "Bodily injury" to any fellow "employee" of the "insured" arising out of and in the course of the fellow "employee's" employment or while performing duties related to the con- duct of your business. This exclusion does not apply to an "insured" who occupies a position as an officer, manager, or supervi- sor. J. HIRED AUTO PHYSICAL DAMAGE If covered "auto" designation symbols 1 or 8 ap- ply to Liability Coverage and if at least one "au- to" you own is covered by this policy for Com- prehensive, Specified Causes of Loss, or Colli- sion coverages, then the Physical Damage coverages provided are extended to "autos" you lease, hire, rent or borrow without a driver; and provisions in the Business Auto Coverage Form applicable to Hired Auto Physical Damage apply up to a limit of $100,000. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. Any Compre- hensive deductible does not apply to fire or lightning. K. TEMPORARY SUBSTITUTE AUTOS — PHYSICAL DAMAGE COVERAGE The following is added to paragraph C. Certain Trailers, Mobile Equipment And Temporary Substitute Autos of SECTION I - COVERED AUTOS: If Physical Damage Coverage is provided by this Coverage Form, the following types of vehicles are also covered "autos" for Physi- cal Damage Coverage: Any "auto" you do not own while used with the permission of its owner as a temporary COMMERCIAL AUTO AC 70 05 03 16 substitute for a covered "auto" you own that is out of service because of its: a. Breakdown; b. Repair; c. Servicing; d. "Loss'; or e. Destruction The coverage that applies is the same as the coverage provided for the vehicle being replaced. L. EXPANDED TOWING COVERAGE 1. We will pay up to: a. $100 for a covered "auto" you own of the private passenger type, or b. $500 for a covered "auto" you own that is not of the private passenger type, for towing and labor costs incurred each time the covered "auto" is disabled. Howev- er, the labor must be performed at the place of disablement. 2. This coverage applies only for an "auto" covered on this policy for Comprehensive or Specified Causes of Loss Coverage and Collision Coverages. 3. Payment applies in addition to the otherwise applicable amount of each coverage you have on a covered "auto". M. AUTO LOAN OR LEASE COVERAGE 1. In the event of a total "loss" to a covered "auto", we will pay any unpaid amount due on the loan or lease, including up to a max- imum of $500 for early termination fees or penalties, for your covered "auto" less: a. The amount paid under SECTION III — PHYSICAL DAMAGE COVERAGE of this policy; and b. Any: 1) Overdue lease/loan payments at the time of the "loss"; 2) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; 3) Security deposits not refunded by a lessor; 4) Costs of extended warranties, Credit Life insurance, Health, Accident, or Disability insurance purchased with the lease; and AC 70 05 03 16 Includes copyrighted material of Insurance Services Office, Inc., Page 3 of 7 with its permission COMMERCIAL AUTO AC 70 05 03 16 5) Carry-over balances from previous leases. 2. This coverage only applies to a "loss" which is also covered under this policy for Com- prehensive, Specified Causes of Loss, or Collision coverage. 3. Coverage does not apply to any unpaid amount due on a loan for which the covered "auto" is not the sole collateral. N. ORIGINAL EQUIPMENT MANUFACTURER PARTS — LEASED PRIVATE PASSENGER TYPES Under Paragraph C. Limit of Insurance of SECTION III — PHYSICAL DAMAGE COVERAGE, Section 4 is added as follows: 4. We will use new original equipment vehicle manufacturer parts for any private passen- ger type covered "auto" where required by the lease agreement which has a term of at least six months. If a new original equip- ment vehicle manufacturer part is not in pro- duction or distribution we may use a like, kind and quality replacement part. O. DEDUCTIBLE AMENDMENTS The following are added to the Deductible provi- sion of SECTION III — PHYSICAL DAMAGE COVERAGE: If another policy or coverage form that is not an automobile policy or coverage form issued by this company applies to the same "accident", the following applies: 1. If the deductible under this coverage is the smaller (or smallest) deductible, it will be waived: 2. If the deductible under this coverage is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. If a Comprehensive or Specified Causes of Loss Coverage "loss" from one "accident" involves two or more covered "autos", only the highest deductible applicable to those coverages will be applied to the "accident," if the cause of the loss is covered for those vehicles. This provision only applies if you carry Comprehensive or Specified Causes of Loss Coverage for those vehicles, and does not extend coverage to any covered "autos" for which you do not carry such coverage. No deductible applies to glass if the glass is re- paired, in a manner acceptable to us, rather than replaced. P. RENTAL REIMBURSEMENT COVERAGE 1. This coverage applies only to a covered "au- to" for which Physical Damage Coverage is provided on this policy. 2. We will pay for rental reimbursement ex- penses incurred by you for the rental of an "auto" because of "loss" to a covered "auto'. Payment applies in addition to the otherwise applicable amount of each coverage you have on a covered "auto." No deductibles apply to this coverage. 3. We will pay only for those expenses incurred during the policy period beginning 24 hours after the "loss" and ending, regardless of the policy's expiration, with the lesser of the following number of days: a. The number of days reasonably required to repair or replace the covered "auto". If "loss" is caused by theft, this number of days is added to the number of days it takes to locate the covered "auto" and return it to you. b. The number of days shown in the Schedule. 4. Our payment is limited to the lesser of the following amounts: a. Necessary and actual expenses incurred. b. $75 for any one day or for a maximum of 30 days. 5. This coverage does not apply while there are spare or reserve "autos" available to you for your operations. 6. If "loss" results from the total theft of a cov- ered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement ex- penses which is not already provided for un- der SECTION III — PHYSICAL DAMAGE COVERAGE Coverage Extension. Q. EXPANDED TRANSPORTATION EXPENSE Paragraph AA.a. of SECTION III — PHYSICAL DAMAGE COVERAGE is replaced by the follow- ing: We will pay up to $50 per day to a maximum of $1500 for temporary transportation expense in- curred by you because of the total theft of a Page 4 of 7 Includes copyrighted material of Insurance Services Office, Inc AC 70 05 03 16 with its permission. covered "auto" of the private passenger type. We will only pay for those covered "autos" for which you carry Comprehensive or Specified Causes of Loss Coverage. We will pay for tem- porary transportation expenses incurred during the period beginning 24 hours after the theft and ending, regardless of the policy's expiration, when the covered "auto" is returned to use or we pay for its "loss". R. EXTRA EXPENSE — STOLEN AUTOS The following paragraph is added to Coverage Extensions of SECTION III — PHYSICAL DAMAGE COVERAGE: c. We will pay for up to $5,000 for the expense of returning a stolen covered "auto" to you. We will pay only for those covered "autos" for which you carry Comprehensive or Spec- ified Causes of Loss Coverage S. PHYSICAL DAMAGE LIMIT OF INSURANCE T. Under SECTION III — PHYSICAL DAMAGE COVERAGE, Paragraph C., Limit of Insurance is replaced by the following: C. Limit Of Insurance 1. The most we will pay for "loss" in any one "accident" is the lesser of: a. The actual cash value of the damaged or stolen property as of the time of the "loss", or b. The cost of repairing or replacing the damaged or stolen property. 2. $1500 is the most we will pay for "loss" in any one "accident" to all electronic equip- ment that reproduces, receives or transmits audio, visual or data signals which, at the time of "loss", is: a. Permanently installed in or upon the covered "auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the in- stallation of such equipment. b. Removable from a permanently installed housing unit as described in Paragraph 2.a. above or is an integral part of that equipment; or c. An integral part of such equipment. 3. An adjustment for depreciation and physical condition will be made in determining actual cash value in the event of a total "loss". 4. The cost of repairing or replacing may: a. Be based on an estimate which includes parts furnished by the original equip - COMMERCIAL AUTO AC 70 05 03 16 ment manufacturer or other sources in- cluding non -original equipment manu- facturers and b. If a repair or replacement results in bet- ter than like kind or quality, we will not pay for the amount of the net improve- ment. 5. If we offer to pay the actual cash value of the damaged or stolen property, we will value auto advertising wraps, paint customi- zation, and similar business related advertis- ing modifications, in addition to the actual cash value of the property. Auto advertising wraps, paint customization, and similar business related advertising modifications will be valued at the cost to replace them with an adjustment made for depreciation and physical condition. NEW VEHICLE REPLACEMENT COST The following is added to the Limit of Insurance provision of SECTION III — PHYSICAL DAMAGE COVERAGE: 5. The provisions of paragraphs 1. and 3, do not apply to a covered "auto" of the private passenger type or a vehicle with a gross vehicle weight rating of 20,000 pounds or less which is a "new vehicle." In the event of a total "loss" to your new ve- hicle to which this coverage applies, we will pay at your option: a. The verifiable "new vehicle" purchase price you paid for your damaged vehi- cle, not including any insurance or war- ranties purchased; b. If it is available, the purchase price, as negotiated by us, of a "new vehicle" of the same make, model, and equipment or the most similar model available, not including any furnishings, parts, or equipment not installed by the manufac- turer or manufacturers' dealership; or . c. The market value of your damaged ve- hicle, not including any furnishings, parts, or equipment not installed by the manufacturer or manufacturer's dealer- ship. We will not pay for initiation or set up costs associated with loans or leases As used in this endorsement, a "new vehicle" means an "auto" of which you are the original owner that has not been previ- AC 70 05 03 16 Includes copyrighted material of Insurance Services Office, Inc., Page 5 of 7 with its permission COMMERCIAL AUTO AC 70 05 03 16 ously titled and which you purchased less than 365 days before the date of the "loss". U. PHYSICAL DAMAGE COVERAGE EXTENSIONS Under SECTION III — PHYSICAL DAMAGE COVERAGE, A. Coverage, Coverage Exten- sions, b. Loss of Use Expenses is replaced by the following: b. Loss of Use Expenses For Hired Auto Physical Damage, we will pay expenses for which an "insured" be- comes legally responsible to pay for loss of use of a vehicle rented or hired without a driver, under a written rental contract or agreement. We will pay for loss of use ex- penses if caused by: (1) Other than collision if the Declarations indicate that Comprehensive Coverage is provided for any covered "auto'; (2) Specified Causes of Loss only if the Declarations indicate that Specified Causes of Loss Coverage is provided for any covered "auto"; or (3) Collision only if the Declarations indicate that Collision Coverage is provided for any covered "auto." However, the most we will pay for any expenses for loss of use is $50 per day, to a maximum of $1,500. The insurance provided by this provision is excess over any other collectible insurance. V. TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US The following is added to the Transfer Of Rights Of Recovery Against Others To Us Condition: We waive any right of recovery we may have against any person or organization to the extent required of you by a written con- tract executed prior to any "accident" be- cause of payments we make for damages under this coverage form. W. NOTICE OF AND KNOWLEDGE OF OCCURRENCE a. Your obligation in the Duties in the Event of Accident, Claim, Suit or Loss Condi- tion relative to notification requirements applies only when the "accident" or "loss" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer or insurance manager, if you are a corporation. b. Your obligation in the. Duties in the Event of Accident, Claim, Suit or Loss Condition relative to providing us with documents concerning a claim or "suit" will not be considered breached unless the breach occurs after such claim or "suit" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer or insurance manager, if you are a corporation. X. HIRED CAR — COVERAGE TERRITORY Item (5) of the Policy Period, Coverage Territory General Conditions is replaced by the following: (5) Anywhere in the world if a covered "auto" is leased, hired, rented or borrowed without a driver for a period of 30 days or less; and Y. EMERGENCY LOCKOUT We will reimburse you up to $100 for reasonable expense incurred for the services of a locksmith to gain entry into your covered "auto" subject to these provisions: 1. Your door key, electronic key or key entry pad has been lost, stolen or locked in your covered "auto" and you are unable to enter such "auto" , or 2. Your keyless entry device battery dies and you are unable to enter such "auto" as a re- sult, SECTION IV — BUSINESS AUTO 3. Your key, electronic key or key entry pad CONDITIONS, Paragraph A is amended as has been lost or stolen and you have follows: changed the lock to prevent an unauthorized 6. NOTICE OF AND KNOWLEDGE OF entry; and OCCURRENCE Page 6 of 7 Includes copyrighted material of Insurance Services Office, Inc AC 70 05 0316 with its permission. 4. Original copies of receipts for services of a locksmith must be provided before reim- bursement is payable. Z. CANCELLATION CONDITION Paragraph A.2. of the COMMON POLICY CONDITION — CANCELLATION applies except as follows: COMMERCIAL AUTO AC 70 05 03 16 If we cancel for any reason other than non- payment of premium, we will mail or deliver to the First Named Insured written notice of cancellation at least 60 days before the ef- fective date of cancellation. This provision does not apply in those states that require more than 60 days prior notice of cancella- tion. AC 70 05 03 16 Includes copyrighted material of Insurance Services Office, Inc., Page 7 of 7 with its permission WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC990410C (Ed. 01-19) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -CALIFORNIA BLANKET BASIS We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) The additional premium for this endorsement shall be calculated by applying a factor of 2% to the total manual premium, with a minimum initial charge of $350, then applying all other pricing factors for the policy to this calculated charge to derive the final cost of this endorsement. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Blanket Waiver Person/Organization Blanket Waiver — Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. Job Description Waiver Premium (prior to adjustments) All CA Operations 633.00 This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective: 03/02/2020 PolicyNo.: PAWC126019 Endorsement No.: Insured: Premium $ Insurance Company: Oak River Insurance Company Countersigned by WC990410C (Ed. 01-19) RESOLUTION 7019 A RESOLUTION OF THE SEAL BEACH CITY COUNCIL APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT WITH PACIFIC ADVANCED CIVIL ENGINEERING, INC. FOR THE LAMPSON WELL TREATMENT ANALYSIS — PILOT PROJECT, PROFESSIONAL ENGINEER SERVICES WHEREAS, On December 19, 2019, the City entered into a Professional Services Agreement with Pacific Advanced Civil Engineering, Inc. (PACE) in the amount of $33,000 to provide professional engineering services for the Lampson Well Treatment Analysis — Pilot Project ("Project"). WHEREAS, the City desires to engage PACE to provide additional professional engineering services to support the Project. WHEREAS, PACE provided a cost proposal to provide these additional services in a not -to -exceed amount of $29,500; and, WHEREAS, PACE also provided a cost proposal for two (2) optional tasks for a not -to -exceed amount of $30,000. NOW, THEREFORE, THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE: SECTION 1. The City Council hereby approves Amendment No. 1 dated April 13, 2020 to the Professional Services Agreement dated December 19, 2019 between the City of Seal Beach and Pacific Advanced Civil Engineering, Inc., as follows: A. Authorizing additional Lampson Well Treatment Analysis — Pilot Project professional engineering services (collectively "Additional Services"), as set forth in Exhibit "A-1" to Amendment No. 1, attached hereto and incorporated herein by this reference, with a term ending April 13, 2021; and, B. Increasing Consultant's compensation by $29,500 for the Additional Services, as set forth in Exhibit "A-1" to Amendment No. 1, for a revised total contract amount not -to -exceed $62,500 for all services under the Agreement and Amendment No, 1. SECTION 2. The City Council hereby authorizes the City Manager to approve Optional Tasks, as set forth in Exhibit "A-1" to Amendment No. 1, and to amend the Agreement, at her discretion, in a not -to -exceed amount of $30,000, for a combined total contract amount not -to -exceed $92,500. AMENDMENT NO. 2 PROFESSIONAL SERVICES AGREEMENT for Lampson Well Treatment Analysis (WT1902) Professional Engineering Services between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 Pacific Advanced Civil Engineering, Inc. 17520 Newhope Street, Suite 200 Fountain Valley, CA 92708 (714) 481-7300 This Amendment No. 2, dated March 22, 2021, amends that certain agreement ("Agreement") dated December 19, 2019, as previously amended by Amendment No. 1 dated April 27, 2020, by and between the City of Seal Beach ("City"), a California charter city, and Pacific Advanced Civil Engineering, Inc. ("Consultant"), a California corporation. 1 RECITALS A. Effective December 19, 2019, City and Consultant entered into an Agreement for Consultant to provide professional engineering services for the Lampson Well Treatment Analysis, CIP WT1902 ("Project"). B. Effective April 27, 2020, City and Consultant entered into an amendment to the Agreement ("Amendment No. 1") for modified services and increased Consultant's compensation by $29,500, for a revised total contract amount of $62,500. C. City and Consultant wish to amend the Agreement, as previously amended by Amendment No. 1, for Consultant to provide additional professional engineering services for the Project, and to increase Consultant's compensation by $379,105 for those additional services required in connection with the Project, for a revised total compensation in the not -to -exceed amount of $441,605 as provided herein. AMENDMENT NO. 2 NOW, THEREFORE and in consideration of the foregoing and of the mutual covenants and promises herein set forth, the parties agree to amend the Agreement as follows: Section 1. Section 1.0 (Scope of Services) of the Agreement, is hereby amended to add Subsection 1.1.2 to read as follows: 1.1.2 Consultant shall provide those additional engineering services (hereinafter "Additional Services") set forth in the attached Exhibit A-2 (Consultant's Scope of Services -- Additional Services), which are hereby incorporated by reference. To the extent that there is any conflict between Exhibits A, A-1, A-2, B, this Agreement, Amendment No. 1, and Amendment No. 2, Amendment No. 2 to this Agreement shall control." Section 2. Section 2.0 (Term) of the Agreement is hereby amended in its entirety to read as follows: "2.0 Term 2.1 Except as modified by Sections 2.2 and 2.3, the term of this Agreement shall commence as of the Effective Date, and shall continue for a term of one (1) year unless previously terminated as provided by this Agreement. 2.2 Notwithstanding Section 2.1, the term of Amendment No. 1 for the performance of the Additional Services (as set forth in Exhibit A-1) shall commence as of the Effective Date of Amendment No. 1, and shall continue for a period of one (1) year ending April 13, 2021, unless previously terminated as provided by this Agreement or extended by the City Manager with 30 days' prior notice. 2.3 Notwithstanding Sections 2.1 and 2.2, the term of Amendment No. 2 for the performance of the Additional Services (as set forth in Exhibit A-2) shall commence as of the Effective Date of Amendment No. 2, and shall remain in full force and effect until December 31, 2025, unless previously terminated as provided by this Agreement." Section 3. Section 3.0 (Consultant's Compensation) of the Agreement is hereby amended in its entirety to read as follows: " 3.1 City will pay Consultant in accordance with the hourly rates shown on the fee schedules set forth in Exhibit A (for Services) and Exhibit A-1 (for Additional Services), but in no event will the City pay more than the total not -to -exceed amount of $62,500 for the Services (Exhibit A) and Additional Services (Exhibit A-1). Any additional work authorized by the City pursuant to Section 1.5 will be compensated in accordance with the fee schedules set forth in Exhibits A and A-1, and shall not exceed the amount authorized by the City Council at time of award or amendment. 3.1.1 City will pay Consultant in accordance with the hourly rates shown on the fee schedules set forth in Exhibit A-2 (for Additional Services), but in no event will the City pay more than the not -to -exceed amount of $379,105 for those Additional Services set forth in Exhibit A-2; and City shall pay no more than the revised total contract amount not -to -exceed $441,605 for all services under the Agreement (Exhibit A), Amendment No. 1 (Exhibit A-1), and Amendment No. 2 (Exhibit A-2). Any additional work authorized by the City pursuant to Section 1.5 under Amendment No. 2 will be compensated in accordance with the fee schedule set forth in Exhibit A-2, and shall not exceed the amount authorized by the City Council at time of amendment. 3.2. Consultant will not be compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing. The City Manager may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization. Any additional work authorized by the City Council pursuant to this Section will be compensated in accordance with the fee schedules set forth in Exhibit, Exhibit A-1 or Exhibit A-2."" Section 4. Subsection 15.6 is hereby added to Section 15.0 (Insurance) of the Agreement to read as follows: " 15.6. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its officers, agents, officials, employees, designated volunteers and agents serving as independent contractors in the role of City officials. Consultant hereby waives its own right of recovery against City and shall require similar written express waivers and insurance clauses from each of its subconsultants or other subcontractors." Section 5. All references to the term "Agreement" throughout Sections 1.0 through 30.0, inclusive, of the Agreement are hereby modified to include the Agreement dated December 19, 3 2019, Amendment No. 1, dated April 27, 2020, and this Agreement No. 2, dated March 22, 2021, as if all of those terms are fully set forth therein. Section 6. Except as expressly modified or supplemented by this Amendment No. 2, all other provisions of the Agreement, as previously amended by Amendment No. 1, shall remain unaltered and in full force and effect. In the event of a conflict between the provisions of this Amendment No. 2 and the provisions of the Agreement and/or Amendment No. 1, the provisions of this Amendment No. 2 shall control. 12 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be executed and attested by their proper officers thereunto: CITY OF SEAL BEACH M Jill R. Ingram, City Manager Attest: By: Gloria D. Harper, City Clerk Approv:a:Ig F By: . Steele, City Attorney 5 CONSULTANT: Pacific Advanced Civil Engineering, Inc., a California cor tion By: Name: Duncan Lee Its: Principal, QA/QC Manager - Utilities Division Name: Mark E. Krebs Its: President (Please note, two signatures required for corporations under Corp. Code §313, unless corporate documents authorize only one person to sign this Agreement on behalf of the corporation.) EXHIBIT A-2 Consultant's Scope of Services -- Additional Services PACE Advanced Water Engineering AUTHORIZATION FOR CHANGE ORDER TO: City of Seal Beach, Public Works Dept 211 Eighth Street Seal Beach, CA 90740 ATTN: DATE: PROJECT Phone (562) 431-2527 x1322 C.O. AUTH. #: Iris Lee February 10, 2021 B629 — Lampson Well Treatment Analysis — Pilot Project #2 Revision 1 PACE is requesting authorization for an additional budget to perform the following new tasks. Overview: When Lampson Well runs for long periods or at higher flow rates, there is a significant increase in Hydrogen sulfide (H2S) concentrations. While H2S is identified under the National Secondary Drinking Water Regulations for aesthetic effects and is not a health and safety concern, the "rotten egg odor" from H2S is very distinct and can generate consumer complaints. The staff's current short-term solution is to increase chlorine dosage and minimize the well's operation to reduce odor development. A more permanent solution is desired to increase well production capacity and operational flexibility while reducing strain on the other three wells. The pilot study concluded a total of two (2) viable treatment options through the use of Granular Activated Carbon (GAC). They are: • Biological Activated Carbon (BAC) treatment • Passive Regeneration of GAC At this stage, the City intends to design a permanent H2S removal system at Lampson Well with PACE. Description of Scope: Our services and "optional" service will be described as follows: Task A — Project Management (Total of $20,450): Al — Overall Project Management — Email, phone, meeting correspondence, general project management, and to assist with funding opportunities. A2 — Kick-off Meeting — 1 full day or two (2) half-day initial kick-off meeting with City staff to define and refine project scope and objectives. A3 — Progress & Project Development Meetings — PACE will meet with City staff to go over progress at every significant milestone and to meet more frequently if deemed necessary with City staff. A4 — Establish & Routine Update Project Schedule — The project schedule will be generated through Microsoft Projects. PACE will update the schedule bi-monthly or more frequently if deemed necessary with City staff. Task B — Research and Data Collection (Total of $24,615): B1 — Field Site Review, Research, Review, and Data Collection — PACE will review all applicable and relevant data, including and not limited to record drawings, water quality reports, SCADA data, site visits, and City standard plans and specifications. B2 — Additional Piloting for Design Parameters — PACE will assist City staff in collaborating with the California State Division of Drinking Water (DDW) to determine the required pilot objectives and data Iris Lee - Change Order #2 (Revision 1) February 10, 2021 Lampson Well Treatment Analysis - Pilot Project - City of Seal Beach / #B629 Page 2 of 5 necessary for the City to design the treatment system. PACE assumes City will perform typical water quality testing as required for the project. B3 — Microbian Diversity Analysis (BAC Only) — PACE will provide equipment, materials, and labor to examine the GAC media samples from additional piloting for microbial communities that may be responsible for sulfide oxidation and removal. PACE will test the GAC media samples to identify specific sulfur -oxidizing microorganisms (bacteria), such as Acidithiobacillus spp. and Thiobacillus spp. The possible presence of ammonia -oxidizing bacteria will also be examined. Two (2) samples will be extracted after three (3) weeks, and an additional two (2) samples after six (6) weeks of growing biomass. B4 — Geotechnical Service and Report — PACE will hire Ninyo & Moore to update the original September 19, 2008, Geotechnical Evaluation Lampson Avenue Well Report. The updated report will contain updated soil design parameters for the additional structural loads from the proposed treatment vessels. Task C — Utility Research and Base Mapping (Total of $8,405). C1 — Notify U.S.A. to Field Mark Underground Utilities — PACE will assist City staff in requesting U.S.A. to field mark underground utilities within the proposed project limit. C2 — Utility Research with a Utility Log — PACE will review applicable record drawings and U.S.A. markings to determine existing underground utilities within the proposed project limit. C3 — Topographic Survey (Secondary w/ Pump Station Pad as Bench at 0') — PACE will utilize in-house staff and equipment to determine the existing elevation of unimproved areas, areas of potential conflict, and all points of connections. The bench will be the current concrete pump station pad with an assumed secondary elevation of 0'. Task D — Preliminary Design Report (PDR) (Total of $42,935): D1 — Concept Site Layout Plans (2 Layout Alternatives) — PACE will develop two (2) optimal site layout alternatives for City staff consideration. The minimum requirement for consideration is constructability, accessibility, and maintainability. The valving arrangement will be designed with actuated valves to automate the treatment system for removing H2S using either the BAC or passive regeneration method. Filter -to -waste and bypass cycles will also be managed through actuated valves. Additional manual lead -lag valve arrangement will be necessary to handle future removal of PFAS. Each concept plan will be around eight (8) sheets, consist of a site plan, site elevation, mechanical plan, storm drain piping, sewer piping, airline and air compressor layout, P&ID, and electrical single -line. D2 — 90% & 100% Preliminary Design Report (PDR) Submittal — PACE will collaborate with City staff to develop critical design and operation parameters, including selecting major equipment in the PDR. D3 — Preliminary Cost Estimate — PACE will develop a "rough" cost estimate for the City to validate necessary funding to design and construct the proposed treatment system. D4 — Architectural Site Elevation of Final Layout Alternative — PACE will develop site elevation exhibits that can be included in the contract documents or used for various public presentations. D5 — Public Presentations (City Council, Town Hall Outreach, etc) — PACE will collaborate with City staff to support or make presentations at four (4) various public meetings, including any City Council or town hall outreach efforts. Task E — Construction Documents (Total of $113,990): E1 — Engineering Plans (50%, 90%, and 100% Final Submittals) — PACE will develop construction plans, including general, civil, mechanical, structural, electrical, and instrumentation plan sheets for the treatment system. Final plans is expected to have over forty (40) plan sheets. It will include and are PACE Iris Lee - Change Order #2 (Revision 1) February 10, 2021 Lampson Well Treatment Analysis - Pilot Project - City of Seal Beach / #B629 Page 3 of 5 not limited to title sheet, general notes, boundary map, demo plan, site plan, grading plan, civil details, yard piping plan, water line and connection, sewer line and connection, storm drain line and connection, air supply line and compressor plan, site elevation plan, mechanical plans, mechanical sections, mechanical details, steel tank plans, foundation plans, structural details, structural calculations, fencing plans and details, filters P&ID plans, chemical injection and sampling modification plans, single line diagram, panel schedule, conduit and wire schedule, electrical and power control conduit plan, and electrical details. E2 — Special Provisions and Technical Specifications (90% and 100% Final Submittals) — PACE will prepare bid specifications in City format. E3 — Cost Estimate (90% and 100% Final Submittals) — PACE will prepare an engineer's cost estimate to be included in the bid package and a more conservative estimate for budgetary purposes. Task F — CEQA and Permitting (Total of $20,435): F1 — Assist w/CEQA Categorical Exemption — PACE can provide necessary information and assistance to City staff to utilize CEQA Categorical Exemption for the treatment project on an existing well site. F2 — Assist City to Obtain Initial DDW Approval to Proceed with Design and Construction — PACE will collaborate with City staff to submit a package to DDW to obtain permission to proceed with the proposed treatment design and construction of the treatment system. The DDW package will include the final technical memorandum from the pilot study and a concept site plan. F3 — Assist w/ Conditional Use Permit (Planning) — PACE can provide necessary information and assistance to City staff to obtain any required Planning permit, including preparing exhibits or attending meetings. F4 — Assist w/ Building Permit (Building & Safety) — PACE can provide necessary information and assistance to City staff to obtain any required Building & Safety permit, including preparing additional engineering details or calculations. F5 — Prepare DDW Water Quality Monitoring Plan — PACE will collaborate with City staff to develop a comprehensive water quality monitoring plan to satisfy DDW. The monitoring plan will be more comprehensive for the 1St year of operation and less stringent once the treatment system is operating correctly. DDW will likely require monitoring treated water from each treatment vessel and aggregate water before released to the City's drinking water network. PACE assumes City will perform typical water quality testing as required for the project. F6 — Update Technical Memorandum of the Pilot Study — Upon completion of any additional pilot testing and laboratory testing, PACE will update the technical memorandum of the pilot study and will be submitted to DDW for final approval to operate the treatment system. F7 — Assist City to Obtain Final DDW Approval to Place Treatment System in Operation — PACE will collaborate with City staff to submit a final DDW package for permission to operate the new treatment system and distributed treated effluent into the City's drinking water network. Task G — Construction & Post Construction Support (Total of $49,955): G1 — Bid Support — PACE will assist City staff with bid support, including and not limited to pre-bid meetings, bid review, and addendums. G2 — Construction Engineering Support — PACE will assist City staff with construction engineering support, including and not limited to pre -construction meetings, site meetings, review submittals, respond to RFIs, and evaluate contractor's change order requests. G3 — Provide Guidance and Direction for Treatment Start -Up — Once construction is substantially completed to test the treatment system, PACE will collaborate with City staff and the contractor and PACE Iris Lee - Change Order #2 (Revision 1) February 10, 2021 Lampson Well Treatment Analysis - Pilot Project - City of Seal Beach / #B629 Page 4 of 5 provide guidance to start-up the treatment system. The short duration testing period will not be sending treated effluent into the City drinking water network but will be disposed of through the existing storm drain piping. G4 — Provide Operator Training (2 Sessions) — Once the contractor is off-site and the City has taken full ownership of the new treatment system, PACE will coordinate with City staff to provide two (2) full sessions of operator training. Training will include the ability and option to treat using the BAC method or the passive regeneration method. G5 — Provide Two (2) Years of Remote System Monitoring (Includes Wireless Service) — PACE will have the ability to monitor the treatment system remotely and to advise City staff if changes and maintenance are necessary. PACE will not control or change control of the treatment system unless specifically requested by an authorized City operation staff. PACE will perform this service for two (2) years. G6 — Prepare O&M Manual — After the treatment system operates for a reasonable amount of time, PACE will collaborate with City staff to develop a simple to use O&M manual. The manual will show the start-up of the treatment system, shut down the system, clean the system through backwashing, and regenerate GAC media through passive venting. Furthermore, there will be one full electronic manual with quick navigation links, and a separate compact manual meant for day to day operators. G7 — Record Drawings — PACE will prepare record drawings from the contractor's redline mark-up plans. Optional Task H (Total of $98,320): H1 (Optional) — Custom Build & Program Stainless Steel Control Panel (2 Phases of Programming) — PACE will design a new filtration control panel for the treatment system and its four (4) water treatment filter vessels. The new control panel will provide automatic and manual control of each vessel's multiple modulating valves. The control panel will be programmed to isolate, throttle, and regulate flow as required, not exceed treatment capacity and regulate flow for backwash cycles. The design will include shop drawing preparation of all hardware and layout of the proposed panel. PACE will procure materials and hardware for the panel, fabricate the panel, and program the panel for 2 phases of use. 15l phase is to have an operational HMI screen to manually control automated valves for the treatment system to ensure connectivity and open and close properly. After the treatment system is in operation for several months and a desired automated approach identified by PACE and the City, 2nd and final phase programming will automate the treatment system's process to simplify operators' steps and reduce the opportunity to operate the treatment system incorrectly. Wiring terminations and mounting the panel at the project site shall be provided by the City's contractor, while PACE will provide independent field system loop checks, testing, and debugging. The O&M manual will be updated per the final HMI design. Control panel will be provided with tag arrays for City's SCADA integrator to separately and later tie -into City's existing SCADA. PACE anticipate the following tentative list of major hardware (not all other ancillary equipment not shown below): PLC Processor PLC Power Supply PLC Backplane Color Touchscreen UPS for Panel NEMA 4X 304SS Enclosure Interior Back Panel Swingout Panel Wireless Ethernet Bridge Back-up Conventional Auto -dial Alarm Unit oomftft...� PACE Iris Lee - Change Order #2 (Revision 1) February 10, 2021 Lampson Well Treatment Analysis - Pilot Project - City of Seal Beach / #B629 Page 5 of 5 Compensation: PACE will complete the work outlined herein and invoice the City monthly on a percentage of completion basis for the Not -To -Exceed amount of $280,785 in accordance with the attached hourly rate and engineering fee estimate. NOTE: All of the above fees are Not -To -Exceed amounts and will not be exceeded without prior written consent. Task Description: Task A - Project Management Task B - Research and Data Collection Task C - Utility Research and Base Mapping Task D - Preliminary Design Report (PDR) Task E - Construction Documents Task F - CEQA and Permitting Task G - Construction & Post Construction Support This Request - Change Order #2: Task H (Optional) - Custom Build & Program SS Control Panel Estimated By: February 10, 2021 Duncan Lee, PE - PACE Date AGREED TO AND ACCEPTED BY: By Iris Lee, P.E. - City of Seal Beach Date Professional Fee: $ 20,450 $ 24,615 $ 8,405 $ 42,935 $113,990 $ 20,435 $49,955 78 $ 98,320 oomftft---� PACE roject Name: Lampson Well H2S Removal Project (CO#2, Revision 1) tient: City of Seal Beach ACE Job Number: #B629 PAC E stimate Date: February 10, 2021 Advanced Water Engineering :s from sub -consultants are lump sums. When lable, estimated manhours are shown. Base Design $280,785 (Excludes Optional Tasks) Estimated ' E Manhours Fee Summary of Optional Tasks lri7iq. 7F9V N a) R V_ O 2 t �5 120 1_ to m N a>a-) Q 0 0) .7 W M U) 0 -CC " S O a) in 7 T N LL O V LU 0 a o N -. V 7 y o Y _ E CL o Q Y H 5- Q ._ E Q R • DescriptionM 2 Task A.1- Overall Project Management 40 8 8 56 $10,960 $10,960 J 3 Task A.2 -Kick-off Meeting 4 4 2 10 $1,710 $1,710 0 $0 $0 4 Task A.3 - Progress & Project Development Meetings 12 2 2 12 4 32 $5,810 $5,810 0 $0 $0 5 Task A.4- Establish & Routine Update Project Schedule 8 2 10 $1,970 $1,970 0 $0 $0 111111111111 sma. 7 Task B.1- Field Site Review, Research, Review, and Data Collection 4 4 4 24 36 $6,440 $6,440 0 $0 $0 8 Task B.2 - Additional Piloting for Design Parameters 1 4 1 1 1 16 48 1 1 1 1 1 1 68 $9,700 $9,700 0 $0 $0 9 Task B.3-MicrobianDiversity Analysis (BA COnly) 2 4 8 2 16 $2,300 $1,000 $3,300 0 $0 $0 10 Task B.4 - Geotechnical Service and Report 1 8 2 11 $1,675 $3,500 $5,175 0 $0 $0 12 Task C.1- Notify U.S.A. to Field Mark Underground Utilities 1 2 1 $545 $545 0 $0 $0 13 Task C.2 - Utility Research with a Utility Log 2 4 16 :22 $3,170 $3,170 0 $0 $0 14 Task C.3 - Topographic Survey (Secondary w/ Pump Station Pad as Bench at 0) 2 4 12 2 16 $4,690 $4,690 0 $0 $0 16 Task D.1- Concept Site Layout Plans 8 24 56 4 80 172 $22,280 $22,280 0 $0 $0 17 Task D.2- 90% PDR Submittal 6 24 32 6 68 $9,860 $9,860 0 $0 $0 18 Task D.3- Preliminary Cost Estimate 1 1 4 1 8 13 $1,905 $1,905 0 $0 $0 19 Task D.4- Architectural Site Elevation ofFinal Layout Alternative 2 4 6 $1,090 $3,500 $4,590 0 $0 $0 20 Task D.5 - Public Presentations (City Council, Town Hall Outreach, etc) - 4 Total 8 8 8 4 28 $4,300 $4,300 0 $0 $0 22 Task E.1- Engineering Plans (5091o, 90%, and 100% Final Submittals) 24 16 52 72 140 24 350 8 686 $92,020 $5,000 $97,020�#_ $0 $0 23 Task E.2- Special Provisions and Technical Specifications (90% and 100% Final Submittals) 4 4 8 24 40 8 88 $13,160 $13,160 $0 $0 24 Task E.3 - Cost Estimate (90% and 100% Final Submittals) 2 8 16 26 $3,810 $3,810 $0 $0 • . • • • • s 26 Task F.1- Assist w/CEQA Categorical Exemption 1 2 3 $545 1 $545 0 $0 $0 27 Task F.2 - Assist City to Obtain Initial DDW Approval to Proceed with Design and Construction 6 12 24 4 46 $6,730 $6,730 0 $0 $0 28 Task F.3 - Assist w/Conditional Use Permit (Planning) 2 1 6 12 1 1 1 1 2 22 $3,140 $3,140 0 $0 $0 29 Task F.4 - Assist wl Building Permit (Building & Safety) 2 2 6 12 2 24 $3,570 $3,570 0 $0 $0 30 Task F.5 - Prepare DD Water Quality Monitoring Plan 2 12 2 16 1 $2,540 $2,540 0 $0 $0 31 Task F.6 - Update Technical Memorandum of the Pilot Study 2 4 12 2 20 $2,820 $2,820 0 $0 $0 32 Task F.7- Assist City to Obtain Final DDWApproval to Place Treatment System in Operation 2 4 6 $1,090$1,090 0 $0 $0 34 Task G.1- Bid Support 2 4 6 $1,090 $1,090 0 $0 $0 35 Task G.2- Construction Engineering Support 2 4 16 32 64 118 $18,110 $500 $18,610 0 $01 $0 Fee Schedule and Rate Sheet Matrix 1 of 2 roject Name: Lampson Well H2S Removal Project (CO#2, Revision 1) tient: City of Seal Beach ACE Job Number: #B629 PAC E stimate Date: February 10, 2021 Advanced Water Engineering :s from sub -consultants are lump sums. When lable, estimated manhours are shown. Base Design $280,785 (Excludes Optional Tasks) Fee Schedule and Rate Sheet Matrix 2 of 2 Estimated ' E Manhours Fee Summary of Optional Tasks ri7iq. N d R V _ O to m O S O Nf/f LLJ it C a (D U, 7 y N LL O V o �N-. V o 7 y o Y • Description 4V U)a _ M Q Y H a- Q ._ E Q to LO ow ��❑�� 36 Task G.3— Provide Guidance and Direction for Treatment Start -Up 4 8 16 28 $5,140 $5,140 0 $0 $0 37 Task G.4 — Provide Operator Training (2 Sessions) 2 8 8 18 $3,410 $3,410 0 $0 $0 38 Task G.5 — Provide Two (2) Years of Remote System Monitoring (Includes Wireless Serv.) 2 16 18 $3,010 $2,400 $5,410 0 $0 $0 39 Task G.6— Prepare 0&M Manual 2 24 72 4 102 $13,990 $13,990 0 $0 $0 40 Task G.7 — Record Drawings 1 2 16 19 $2,305 $2,305 0 $0 $0 42 Task H.1—Custom Build & Program SS Control Panel (2 Phases of Programming) 8 8 1 80 1 40 1 1601 1 1 1 1 1 1 1 1 1 1 11$0 296 $53,320 $45,000 $98,320 Total Fee for Base Design (Excluding Optional Tasks) 1,833 $264,885 $15,900 $280,785 296 $53,320 $45,000 $98,320 Fee Schedule and Rate Sheet Matrix 2 of 2 i�0� SEA('ec�9ti f� G� nyy AGENDA STAFF REPORT �1'',,C'QCIFORN�P'r DATE: March 22, 2021 TO: Honorable Mayor and City Council THRU: Jill R. Ingram, City Manager FROM: Steve Myrter, P.E., Director of Public Works SUBJECT: Approving and Authorizing Amendment No. 2 to the Professional Services Agreement with Raftelis Financial Consultants, Inc. for the Water and Sewer Utility Rate Study SUMMARY OF REQUEST: That the City Council adopt Resolution 7126: 1. Approving Amendment No. 2 to the Professional Services Agreement dated November 12, 2019 between the City of Seal Beach and Raftelis Financial Consultants, Inc. to increase consultant's compensation by $5,268 for a revised total agreement amount not -to -exceed $127,972 for the preparation of the Water Rate Study and Sewer Utility Rate Study, and, 2. Authorizing the City Manager to execute Amendment No. 2. BACKGROUND AND ANALYSIS: On November 12, 2019, Raftelis Financial Consultants (Raftelis) was awarded a Professional Service Agreement (PSA) to prepare the City of Seal Beach Water and Sewer Utility Rate Study (Study) in the amount of $95,133. This PSA is a not - to -exceed time and materials agreement based on Raftelis' estimated effort to complete the Study in accordance with the initial anticipated scope of services, included as Exhibit A of the attached Raftelis PSA dated November 12, 2019. In Fall 2020, it became necessary to expand the original scope of services to address unforeseen challenges encountered during the course of the Study, On October 26, 2020, Amendment No. 1 to the Raftelis Rate Study PSA was approved, increasing the total PSA not -to -exceed fee by a total of $27,571 to perform these expanded PSA scope items. Agenda Item J However, Raftelis exhausted the amended Rate Study budget prior to completion of the final phase of the Rate Study, which included the following tasks: • Preparation of an additional Rate Study Update presentation at the December 12, 2020 City Council Meeting; • Completion of the Final Rate Study Report; • Preparation of the Proposition 218 Public Hearing Notice; • Assistance with the Rate Study Town Hall Meeting; and, • Assistance with the February 22, 2021 Rate Study Public Hearing. A primary factor that contributed to Raftelis exceeding its estimates to complete the final portion of the Rate Study was the direct result of the extended project timeline due to COVID-19. The Rate Study timeline initially called for the Rate Study effort to be completed within seven months, or by July 2020. The onset of COVID-19 required the Rate Study to be extended by over seven months with the final Rate Study ultimately being completed in February 2021. Other factors that contributed to Raflelis' budget exceedance are summarized as follows: 1) Raftelis fielded more questions than anticipated on the report and model from stakeholders, where each question required detailed written responses with corresponding analyses, and coordination with staff. 2) At the direction of staff, Raftelis prepared a list of the 50 most affected customers for each class in water and wastewater. 3) Raftelis was required to attend four (4) additional meetings to prepare for the Town Hall presentation and the Public Hearing. As a result of the unanticipated factors encountered during completion of the Rate Study, as summarized above, Raftelis submitted a Rate Study Amendment Request Letter detailing their additional effort in the amount of $5,268. It is recommended that the City Council approve Amendment No. 2 increasing the total not -to -exceed amount to $127,972, to compensate Raftelis for the additional work provided. The Raftelis Rate Study Amendment Request Letter has been incorporated as Exhibit A-2 to the attached Raftelis PSA Amendment No. 2. ENVIRONMENTAL IMPACT: This item is not subject to the California Environmental Quality Act ("CEQA") under Section 15061(b)(3) of the state CEQA Guidelines because it can be seen with certainty that approval of Amendment No. 2 to the professional services agreement Page 2 with Raftelis Financial Consultants, Inc. will not have a significant effect on the environment. LEGAL ANALYSIS: The City Attorney has reviewed and approved as to form. FINANCIAL IMPACT: The current available fund balances within Water Rate Study (WT1501) is $2,168. Accordingly, to fund the requested Amendment No. 2 additional fee for the Water Rate Study of $3,384, the balance of $1,216 will come out of the Water Operations Professional Services account. The current available fund balances within Sewer Rate Study (SS1401) is $13. Accordingly, to fund the requested Amendment No. 2 additional fee for the Sewer Rate Study of $1,884, the balance of $1,871 will come out of the Sewer Operations Professional Services account. STRATEGIC PLAN: This item is not applicable to the Strategic Plan. MEASURE BB: This item is not applicable to Measure BB, the Seal Beach Neighborhood and Essential Services Protection Measure. RECOMMENDATION: That the City Council adopt Resolution 7126: 1. Approving Amendment No. 2 to the Professional Services Agreement dated November 12, 2019 between the City of Seal Beach and Raftelis Financial Consultants, Inc. to increase consultant's compensation by $5,268 for a revised total agreement amount not -to -exceed $127,972 for the preparation of the Water Rate Study and Sewer Utility Rate Study, and, 2. Authorizing the City Manager to execute Amendment No. 2. Page 3 SUBMITTED BY: Steve Myrter Steve Myrter, P.E., Public Works Department ATTACHMENTS: NOTED AND APPROVED: Jill R. Ingram Jill R. Ingram, City Manager A. Resolution 7126 B. Executed Raftelis Financial Consultants Inc., Professional Services Agreement C. Amendment No. 1 to Raftelis Professional Services Agreement D. Amendment No. 2 to Raftelis Professional Services Agreement Page 4 RESOLUTION 7126 A RESOLUTION OF THE SEAL BEACH CITY COUNCIL APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE AMENDMENT NO. 2 TO THE PROFESSIONAL SERVICES AGREEMENT WITH RAFTELIS FINANCIAL CONSULTANTS, INC. FOR PROFESSIONAL CONSULTING SERVICES FOR WATER AND SEWER UTILITY RATE STUDY WHEREAS, on November 12, 2019, the City Council approved a Professional Services Agreement between the City of Seal Beach and Raftelis Financial Consultants, Inc. for a Water and Sewer Utility Rate Study for a total contract amount of $95,133 WHEREAS, on October 12, 2020, the City Council approved Amendment No. 1 to Professional Services Agreement between the City of Seal Beach and Raftelis Financial Consultants, Inc. for a Water and Sewer Utility Rate Study to increase the compensation by $27,571 and extend the agreement term to July 1, 2021. NOW, THEREFORE, THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE: SECTION 1.The City Council hereby approves Amendment No. 2 dated March 26, 2021 to the Agreement dated November 12, 2019, and later amended as Amendment No. 1 on October 12, 2020 between the City of Seal Beach and Raftelis Financial Consultants, Inc. to increase consultant's compensation by $5,268 for a revised total not -to -exceed contract amount of $127,972 attached hereto as Exhibit "A" and incorporated herein by this reference SECTION 2.The City Council hereby authorizes and directs the City Manager, or her designee, to execute Amendment No. 2 on behalf of the City. PASSED, APPROVED and ADOPTED by the Seal Beach City Council at a regular meeting held on the 22nd day of March, 2021 by the following vote: F-10:111111111111110i61.Pi ILYA[ai11ST NOES: Council Members ABSENT: Council Members ABSTAIN: Council Members Joe Kalmick, Mayor ATTEST: Gloria D. Harper, City Clerk STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7126 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 22nd day of March, 2021. Gloria D. Harper, City Clerk PROFESSIONAL SERVICES AGREEMENT for Water and Sewer Utility Rate Study between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 0 Raftelis Financial Consultants, Inc. 445 S. Figueroa Street Suite 2270 Los Angeles, CA 90071 -This Professional Service Agreement ("the Agreement") is made as of November 12, 2019 (the "Effective Date"), by and between Raftelis Financial Consultants, Inc. ("Consultant"), a Delaware limited liability company, and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). RECITALS A. City desires certain professional services to prepare the Water, Sewer, Tree Maintenance, and Street Sweeping Utility Rate Study. B. Pursuant to the authority provided by its City Charter and Seal Beach Municipal Code § 3.20.025(C), City desires to engage Consultant to provide Professional services in the manner set forth herein and more fully described in Section 1.0. C. Consultant represents that the principal members of its firm are fully qualified to perform the services contemplated by this Agreement in a good and professional manner; and it desires to perform such services as provided herein. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1.0 Scope of Services 1.1. Consultant shall provide those services ("Services") set forth in the Scope of Services attached hereto as Exhibit A, which is hereby incorporated by this reference. To the extent that there is any conflict between Exhibit A and this Agreement, this Agreement shall control. 1.2. Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City. 1.3. In performing this Agreement, Consultant shall comply with all applicable provisions of federal, state, and local law. 1.4. As a material inducement to City to enter into this Agreement, Consultant hereby represents that it has the experience necessary to undertake the Services to be provided. In light of such status and experience, Consultant hereby covenants that it shall follow the customary professional standards in performing all Services. The City relies upon the skill of Consultant, and Consultant's staff, if any, to do and perform the Services in a skillful, competent, and professional manner, and Consultant and Consultant's staff, shall perform the Services in such manner. Consultant shall, at all times, meet or exceed any and all applicable professional standards of care. Consultant represents and agrees that Consultant and its personnel shall not perform any professional services for which Consultant is not authorized to provide under state law. The 1 of 14 acceptance of Consultant's work by the City shall not operate as a release of Consultant from such standard of care and workmanship. 1.5. Consultant will not be compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing. The City Manager may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization. 2.0 Term 2.1. The term of this Agreement shall commence on the Effective Date and shall remain in full force and effect until December 31, 2020 unless sooner terminated as provided in Section 5.0 of this Agreement. 3.0 Consultant's Compensation 3.1. City will pay Consultant in accordance with the hourly rates shown on the fee schedule set forth in Exhibit A for Services but in no event will the City pay more than the total not -to -exceed amount of $95,133 for the Original Term. 4.0 Method of Payment 4.1. Consultant shall submit to City monthly invoices for all Services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the Services were rendered and shall describe in detail the Services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the Services performed for each day in the period. City will pay Consultant within 30 days of receiving Consultant's invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Consultant. 4.2. Upon 24-hour notice from City, Consultant shall allow City or City's agents or representatives to inspect at Consultant's offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement. City's rights under this Section 4.2 shall survive for three years following the termination of this Agreement. 5.0 Termination 5.1. This Agreement may be terminated by City, without cause, or by Consultant based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination. Upon termination, 2of14 the City shall pay Consultant for all services properly performed and expenses reasonably incurred by Consultant prior to termination. 5.2. This Agreement may be terminated by City upon 10 days' notice to Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 6.0 Party Representatives 6.1. The City Manager is the City's representative for purposes of this Agreement. 6.2, Sanjay Gaur is the Consultant's primary representative for purposes of this Agreement. Sanjay Gaur shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the Services hereunder. Consultant may not change its representative without the prior written approval of City, which approval shall not be unreasonably withheld. 7.0 Notices 7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses: To City: City of Seal Beach 211 -8th Street Seal Beach, California 90740 Attn: City Manager To Consultant: Raftelis Financial Consultants, Inc: 445 S. Figueroa, Suite 2270 Los Angeles, CA 90630 Attn: Sanjay Gaur 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.0 Independent Contractor 8.1. Consultant is an independent contractor and not an employee of the City. All work or other Services provided pursuant to this Agreement shall be performed by Consultant or by Consultant's employees or other personnel under Consultant's supervision, and Consultant and all of Consultant's personnel shall possess the qualifications, permits, and licenses required by federal, State and 3of14 local law to perform such Services, including, without limitation, a City of Seal Beach business license as required by the Seal Beach Municipal Code. Consultant will determine the means, methods, and details by which Consultant's personnel will perform the Services. Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the customary professional standards. 8.2. All of Consultant's employees and other personnel performing any of the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant and Consultant's personnel shall not supervise any of City's employees; and City's employees shall not supervise Consultant's personnel. Consultant's personnel shall not wear or display any City uniform, badge, identification number, or other information identifying such individual as an employee of City; and Consultant's personnel shall not use any City e-mail address or City telephone number in the performance of any of the Services under this Agreement. Consultant shall acquire and maintain at its sole cost and expense such vehicles, equipment and supplies as Consultant's personnel require to perform any of the Services required by this Agreement. Consultant shall perform all Services off of City premises at locations of Consultant's choice, except as otherwise may from time to time be necessary in order for Consultants personnel to receive projects from City, review plans on file at City, pick up or deliver any work product related to Consultant's performance of any Services under this Agreement, or as may be necessary to inspect or visit City locations and/or private property to perform such Services. City may make a computer available to Consultant from time to time for Consultant's personnel to obtain information about or to check on the status of projects pertaining to the Services under this Agreement. 8.3. Consultant shall be responsible for and pay all wages, salaries, benefits and other amounts due to Consultant's personnel in connection with their performance of any Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to; Social Security taxes, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, State, or federal policy, rule, regulation, statute or ordinance to the contrary, Consultant and any of its officers, employees, agents, and subcontractors providing any of the Services under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System ("PERS") as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits. 4 of 14 8.4. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any 'nature to the extent arising from, caused by, or relating to Consultant's personnel practices, or to the extent arising from or caused by the violation of any of the provisions of Section 8.0. In addition to all other remedies available under law. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section. This duty of indemnification is in addition to Consultant's duty to defend, indemnify and hold harmless as set forth in Sections 9.0 and 16.0 of this Agreement. 9.0 PERS Compliance and Indemnification 9.1. General Requirements. The parties acknowledge that City is a local agency member of PERS, and as such has certain pension reporting and contribution obligations to PERS on behalf of qualifying employees. Consultant agrees that In providing its employees and any other personnel to perform any work or other Services under this Agreement, Consultant shall assure compliance with the Public Employees' Retirement Law, commencing at Government Code § 20000, the regulations of PERS, and the Public Employees' Pension Reform Act of 2013, as amended. Without limitation to the foregoing, Consultant shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the applicable retirement laws and regulations. 9.2. Indemnification. In the event that Consultant or any of its officers, employees, agents, or subcontractors providing any of the Services under this Agreement, is determined by a final enforceable decision of a court of competent jurisdiction or by PERS to be a common law employee of City, to be eligible for enrollment in PERS as an employee of City, or to be reinstated from PERS retirement as an employee of City, Consultant shall defend (with legal counsel approved by City, whose approval shall not be unreasonably withheld), indemnify and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its officers, employees, agents or subcontractors, as well as for the payment of penalties and interest on such contributions, and any other any fees, fines, reimbursements, losses, or other monetary damages of any kind whatsoever that is claimed, asserted, or alleged, which would otherwise be the responsibility of City. This duty of indemnification is in addition to Consultant's duty to defend, indemnify and hold harmless as set forth in Sections 8.0 and 16.0 of this Agreement. 5 of 14 10.0 Confidentiality. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. All City data shall be returned to City upon the termination of this Agreement. Consultant's covenant under this Section shall survive the termination of this Agreement. 11.0 Subcontractors No portion of this Agreement shall be approval of the City. Consultant is fully of any and all subcontractors. 12.0 Assignment subcontracted without the prior written responsible to City for the performance Consultant shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of City. Any purported assignment without such consent shall be void and without effect. 13.0 Inspection and Audit of Records Consultant shall maintain complete and accurate records with respect to all Services and other matters covered under this Agreement, including but expressly not limited to, all Services performed, salaries, wages, invoices, time cards, cost control sheets, costs, expenses, receipts and other records with respect to this Agreement. Consultant shall maintain adequate records on the Services provided in sufficient detail to permit an evaluation of all Services in connection therewith. All such records shall be clearly identified and readily accessible. At all times during regular business hours, Consultant shall provide City with free access to such records, and the right to examine and audit the same and to make copies and transcripts as City deems necessary, and shall allow inspection of all program data, information, documents, proceedings and activities and all other matters related to the performance of the Services under this Agreement. Consultant shall retain all financial and program service records and all other records related to the Services and performance of this Agreement for at least four (4) years after expiration, termination or final payment under this Agreement, whichever occurs later. City's rights under this Section 13.0 shall survive for four (4) years after expiration, termination or final payment under this Agreement, whichever occurs later. 14.0 Safety Requirements All work performed under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards outlined by CAL OSHA. The City may issue restraint or cease and desist orders 6of14 to Consultant when unsafe or harmful acts are observed or reported relative to the performance of the Services. Consultant shall maintain the work sites free of hazards to persons and property resulting from its operations. Consultant shall immediately report to the City any hazardous condition noted by Contractor. 15.0 Insurance 15.1. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that Consultant has secured all insurance required under this Section. Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements shall be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 15.2. Consultant shall, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); (3) Workers' Compensation and Employer's Liability coverages; and (4) if required by the City, Professional Liability coverage (or Errors and Omissions coverage). Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; (3) Workers' Compensation in the amount required by law and Employer's Liability: $1,000,000 per accident and in the aggregate for bodily injury or disease; and (4) Professional Liability (or Errors and Omissions Liability, as appropriate): $1,000,000 per claim/aggregate, and if a "claims made" policy is provided, then the policy shall be endorsed to provide an extended reporting period of not less than three years. 15.3. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to state: (1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt 7of14 requested, has been given to the City; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, (3) coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage and that any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it; (4) for general liability insurance, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (5) for automobile liability, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible. 15.4. All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers. 15.5. Any deductibles or self-insured retentions shall be declared to and approved by the City. No insurance policy required by this Agreement shall have a deductible that is more than $25,000. 16.0 Indemnification, Hold Harmless, and Duty to Defend Consultant and the City agree that the City, its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively "Indemnitees" in this Section 16.0) should, to the fullest extent permitted by law, be fully protected from any loss, injury, damage, claim, liability, lawsuit, cost, expense, attorneys' fees, litigation costs, defense costs, court costs and/or any other cost caused by or resulting from failure of the performance or a breach of this Agreement. Accordingly, the provisions of this indemnity provision are intended by the Parties to be interpreted and construed to provide the fullest protection possible under the law to the City and all other Indemnitees. Consultant acknowledges that the City would not have entered into this Agreement in the absence of the commitment of Consultant to indemnify and protect the City and the other Indemnitees, as set forth in this Agreement. 16.1. Indemnity for Professional Services. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, defend, indemnify and hold harmless the City, its elected officials, officers, attorneys, agents, employees, 8of14 designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively "Indemnitees" in this Section 16.0), from and against all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants and other professionals, and all costs associated therewith, and reimbursement of attorneys' fees and costs of defense (collectively "Claims"), whether actual, alleged or threatened, which arise out of, pertain to, or relate to, in whole or in part, the negligence, recklessness or willful misconduct of Consultant, and/or its officers, agents, servants, employees, subcontractors, contractors or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this Agreement. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Claims with counsel of the Indemnitees' choice, and shall pay all costs and expenses, including all attorneys' fees and experts' costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs necessarily incurred by the Indemnitees in connection with any indemnified claim under this section. 16.2. Other Indemnities. Other than in the performance of professional services, and to the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, defend, hold harmless and indemnify the Indemnitees from and against all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, liens and losses of any nature whatsoever (collectively "Damages"), caused by the negligent or willful acts or omissions of Consultant, its officers, agents, servants, employees, subcontractors, matedalmen, suppliers, or contractors, or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) except for Damages arising from the sole negligence or willful misconduct of the Indemnitees. 16.3. Subcontractor Indemnification. Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section 16.0 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. Notwithstanding the foregoing, no subcontractors shall be used in the performance of this Agreement. 16.4. The obligations of Consultant under this or any other provision of this Agreement shall not be limited by the provisions of any workers' compensation act or similar act. Consultant expressly waives any statutory immunity under such statutes or laws as to the Indemnitees. Consultant's indemnity obligation set forth in this Section 16.0 shall not be limited by the limits of any policies of insurance required or provided by Consultant pursuant to this Agreement. 9of14 16.5. Consultant's covenants under this Section 16.0 shall survive the expiration or termination of this Agreement. 17.0 Equal Opportunity Consultant affirmatively represents that it is an equal opportunity employer. Consultant shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation, or age. Such non-discrimination includes, but is not limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. 18.0 Labor Certification By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 19.0 Prevailing Wage and Payroll Records If this Agreement calls for services that, in whole or in part, constitute "public works" as defined in the California Labor Code, then Consultant shall comply in all respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit B, attached hereto and incorporated by reference herein. 20.0 Entire Agreement This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both parties. 21.0 Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 22.0 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 10 of 14 23.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. 24.0 Waiver No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. 25.0 Prohibited Interests; Conflict of Interest 25.1. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code §§ 1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 25.2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability (other than payment for services rendered and expenses incurred prior to termination), subject to the right of the City to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift. 25.3. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, non - contractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if 11 of 14 such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this subsection 25.0 Attorneys' Fees If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attorneys' fees and other costs incurred in connection therewith. 27.0 Exhibits All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein, In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 28.0 Corporate Authority The person executing this Agreement on behalf of Consultant warrants that he or she is duly authorized to execute this Agreement on behalf of said party and that by his or her execution, the Consultant is formally bound to the provisions of this Agreement. 12 of 14 IN WITNESS WHEREOF, representatives have exe above written. CITY OF SEAL BEACH Aftes An Approved M the Parties hereto, through their respective authorized cuted this Agreement as of the date and year first Steele, City Attorney CONSULTANT: Raftelis Financial Consultants, Inc. By: 0. � Name: PeilVer Brandt Its: President & CFO By: Name: Matthew Jack n Its: Corporate Secretary 13 of 14 EXHIBIT Consultant's Work Pian / Scope of Work Work Plan The City of Seal Beach seeks assistance to develop financial plans and rateslfees for its water and server utilities. In addition, the City would like assistance in public outreach and the Propo- sition 218 rate approval process. The City's objectives for the study include: • Develop financial plans for the water and sewer enterprises that meet each utility's revenue require- ments, including operations and maintenance (O&M) and the capital improve- ment plans (CIP), while adequately funding reserves in accordance with industry best practices and meeting debt coverage requirements. • Conduct Cost of Service analyses that provide it nexus between the cost to serve customers and the responsibility of each class, per Proposition 218 requirements. Implement five-year rate and fee schedules that are compliant with Proposition 218, all other legal require- ments, and the City's policies while also ensuring financial sufficiency to fund operating and capital costs during the study period. The following scope of work outlines the tasks to complete the four ratclfee studies. Project Initiation, Project Management, and Data Collection Kick-off Meeting and Data Collection Raftelis will prepare a detailed data request identifying infor- mation needed to complete each study. This includes historical and current reve- nues, usage, expenses, reserve policies, customer account information, capital improve- ment plans. estimated account and water use growth. Prior to the kick-off meeting, Raftelis will review the initial data, including utility master plans, the Urban Nater Management Plan, and any additional data provided by the City. A productive kick-oflf inecting provides an effective forum to discuss objectives, policies, and methodologies, as well as final- ize the work schedule. Raftelis will prepare a meeting agenda prior to the meeting. Afterward, Raftelis will prepare detailed meeting minutes. Rates promote various com- peting objectives. We will discuss pricing objectives and suggest appropriate rate anti fee structures that meet the City's objectives. The City wishes to ensure that its water and sewer rates can generate sulficient rev- enues to support expenditures and comply with current liw. Project Management This task also includes time for Project Management such as client correspondence, billing, and project documentation. The project includes seven in-person meetings for the water and sewer studies, with webinars interspersed through- out 'Tusks 2-7 to maintain project schedule. Duality Assurance/ Quality Control Process In every project, we imple- ment a systematic program of quality assurance to ensure consistency, accuracy, and validity. Ott- proposed Techni- cal Reviewer, Andrew Rheem, will review the rate models to assess that they are function- ing properly and are based on sound rate and fee -making principles and standard indus- try practice. Additionally, he will review the water and sewer rate reports so that they address the nexus between costs and rates/fees that meet the requirements of the San Juan Capistrano decision. This promotes high quality work products and meet or exceed the standards that our clients have come to expect from Raftelis. Meeting: One in-person kick-off meeting Deliverables: Data request list; 'Kick-off meeting agenda. presentation mate- rials, and meeting minutes for each kick-off meeting Financial Plan Development Task 2 will determine the revenue needed to ensure the financial integrity of each utility. We will assess if cur- rent water and sewer rates adequately fund expenses by projecting the City's existing rate revenue, other revenues, debt service payments, and operating and capital expenses over a ten-year period. We will project future yearly OSTM expenses, such as annual water purchase costs, salaries and benefits, power, and materials using City -approved inflation- ary assumptions. Existing rate revenues for water utilities are based on anticipated water sales. The City will need to prepare for mandated water use reductions over the next ten years due to the passage of SB 606 and Ali 1668 in March 2018. Raftelis' models are developed in Microsoft Excel and include at dashboard that allows for easy manipulation of water consumption pro- jections. We can work with City staff to examine different demand scenarios under this legislation or Bury other scenar- ins that affect demand. Raftelis will also review reserve policies to recommend appropriate reserve balances (operating, capital, rate stabili- zation, etc.) that arc consistent with industry standards for UN prudent fiscal management as well as the City's risk tolerance. Each model will include the sources and uses of funds for each reserve. For a typical capi- tal reserve, the sources of funds include cash reserves, debt proceeds, and grant funding. Modelling the yearly ending balance in the capital reserves allows staff to determine the rate impacts of various capital improvement plan (CIP) sce- narios and assess the proper use of debt and reserves for their funding. Raftelis will develop a ten-year cash flow analysis to deter- mine the revenue adjustments needed while minimizing sharp rate fluctuations. The dashboard will allow users to vary assumptions, so the user can display the effects of revenue adjustments, capital financing through rates or debt, and reserve balances. A snapshot of a sample dashboard is shown on the following page. Several features of the model's dashboard include the ability to show or indicate: • Revenue adjustments needed for the next five years to meet debt coverage, fund capital projects, and reserves • Reserve balances and reserve targets as well as debt service coverage ratios (days cash on hand, reserve funding levels) • Projected operating costs and revenue streams • Operating cost break down (O&M, water purchases, debt payments) • Different capital funding sources such as PAYGO (rate funding), debt financing City staff can review and deter- mine the most appropriate financial plan and rate design. We design our dashboards to clearly convey each enterprise's sensitivity to various assump- tions, allowing both staff and Council to make informed decisions. Meetings: Two webinars (one for each study) Dellverables: Financial plan model for each enter- prise In Microsoft Excel Cost of Service Analysis The cost of service analysis will be based on industry standards and methodologies approved by the AW WA and described in their Manual MI for the Water Enterprise and WEF's Manual of Practice No. 27 for the Sewer Enterprise (which were both co-authored by Raftelis staff). Cost allocations among cus- tomer classes for water will be based on the AW WA -approved Base -Extra Capacity approach which focuses on the different usage patterns (or peaking factors) demonstrated by each customer class.. At this stage, Raftelis will also identify any new customer classes, if war- ranted. Based on the revenue require- ment identified in the financial plan, water expenses such as the purchase, treatment, and dis- tribution of water are allocated to cost causation components, including supply, delivery, capacity -related costs, cus- tomer costs, conservation costs, and other direct and indirect costs consistent with industry standards. Since the City col- lects wastewater and sends it to Orange County Sanitation District, wastewater cost causa- tion components are simplified to flow and customer related costs. The Cost of Service task distributes the cost in each cost component to customer classes based on the cost responsibility of each. The result is the total cost to serve each customer class and is used as the basis to develop rates. Meetings: None Deliverables: Cost of service analysis for each enterprise in Microsoft Excel Rate Design Rate Development Raftelis will develop water and sewer rate models with the flex- ibility to compare the current rate structures with alternative rate structures. The models will examine different rate structure scenarios to enhance revenue stability in light of competing objectives identified in the kick- off meeting. Tiered Rates In today's rate -setting environ- ment, it is imperative to show the nexus between the cost to serve water in each tier and the rate. We will evaluate the current tiered water rate under this framework. We will update the tiered rates to show each unit cost component (e.g. water supply costs, delivery costs, peaking costs, and conserva- tion costs). This derivation will communicate the cost drivers behind the rate for each tier. We will also examine how the current tier breaks serve the City's needs and whether the rate structure is defensible. We design our rate models for multiple scenarios to allow for multiple rate scenario analyses to show; • Different rate structures with varying levels of fixed and variable revenues • Different levels of water use CITY OF SEAL OBACH - for example an optimistic, most likely, and pessimistic scenario Customer Impacts and Sensitivity Analysis Rate and fee adjustments can sometimes cause "rate shock" to customers. In our impact analysis graphics, we calcu- late bills at each level of usage assuming the new proposed rate structure was already in place to determine the "true" impact of the new rate structure. The customer impact analysis will include a series of tables and figures that show projected rate impacts by customer class at various levels of usage for water and sewer services. Under- standing customer impacts and taking corrective action, If necessary, allows us to design public outreach strategies for generating customer buy -in and successful rate implementation. Meetings: Two webinars with City staff for water and sewer Deliverables: Rate or fee model and customer bill Impacts for each service in Microsoft Excel Fee or Rate Study Report In order to comply with Proposition 218 requirements Raftelis will prepare a report for the water and sewer rate studies. A draft study report will include an executive sum- mary highlighting the major issues and decisions reached during development of rates. The main body of the report will include a brief physical description of each enterprise, service area description, an overview of operation and maintenance expenses, the CA tW EV ;1' 1 INA P- ` 1, I P'IL I (IROA kl".% I RLY MILL rl14.--!. 11401 IsIf 19 f1 45 ,��r�iil Mill stltv::c 1 11 : Lips YAPS 1! if, CIA IIAGO IS 115% k@i% 1w. WID, %". 194% OW. flifft 41W t W40 1 ULM I SI5 SLAOO I Wom I I`s^ I 4440D t vol I?w —60 1 1 i -,Ium It- s .4. 1I: /41 1 ii1K, I R.M. CA tW EV ;1' 1 INA P- ` 1, I P'IL I (IROA kl".% I RLY MILL rl14.--!. 11401 IsIf 19 f1 45 ,��r�iil Mill stltv::c 1 11 : Lips YAPS 1! if, CIA IIAGO a.. capital improvement plan, the financial plan, and the pro- posed water and sewer rates. The report will also contain a discussion on rate structure selection, rate design assump- tions, and methodologies used to develop each. The method- ology describing the cost of service and rate calculations will be described in detail so that the nexus between costs and rates is clearly defined and understandable. The draft report will be submitted to the City and the City Attorney for comments and edits Meetings: None Deliverables: One draft and final rate study report for water and sewer enterprises IAS K r, Community Workshops Prior to the Proposition 218 public hearing, we will conduct up to four workshops to discuss the water and sewer rates. In preparation for these work- shops, our financial consulting staff will work with our public relations team to develop a dis- cussion plan and presentation materials. A Discussion Plan provides a strategy for running the event and getting the desired outcome. Discussion plans include key roles in leading the workshops, so each person knows and is prepared for their responsibilities in advance. This significantly eases day -of preparation and running each event. The plan also includes a detailed agenda and discussion points to maintain the work- shop pace and coverage of key talking points. After complet- ing the workshops, Raftelis will prepare a report on the findings and feedback. Meeting(s); One webinar with staff; Up to four com- munity workshops Deliverables: Discussion plan, presentation mate- rials, report for water and sewer rate workshops; Dis- cussion plan, presentation materials TASK Notices and Public Hearings Raftelis will develop a Proposi- tion 218 public hearing notice, for the CIty to mail, within the required 45 -day noticing period prior to holding the public hear- ing. The notice will outline the proposed rate changes, explain the right to challenge the rates, and will meet and comply with all noticing requirements of Proposition 218. Raftelis will present the draft study results at a City Council meeting for approval to send out the Proposition 218 notices and receive other input and direction from Council. After the 45 -day notice period, we will then present the rates at a Proposition 218 hearing and a second hearing. We will address the City Council and public's questions and com- ments. Presentation materials will be provided to City staff beforehand for review prior to the public hearing. Meeting(s); Two City Coun- cil meetings, one of which is the Proposition 218 public hearing; Deliverables: Proposition 218 public hearing notice; Presentation materials CITY Or SIiAL IrI :CII Fee Proposal The following tables provide a breakdown of our proposed fee for this project. The tables includes the estimated level of effort required for completing each task described and the hourly billing rates for our project team members. 05 Web Mmnberof -- Teaks Meetings Meetings PO PM 1. Projep IMtlaberl, Project W naparleM. and 0 , 9 12 Data CeDsation 6 0 4 32 $7,470 L Flnandd Plan Doseiopmont 1 0 2 14 i Cost of Swviee Analysis 0 a 2 12 4, Rab Doslgm 1 0 2 S S. Rate Study RepM 0 a s 6 S, Comnmwy Workaheps a 2 S 20 T. Propesitien 211 Na114e and City Couned 0 2 2 Is Meetings enol. 1 Pub. Hesit") 119 6 4 210 ToWEstimated MeWngsIHem 2 s 23 02 Hourly BlllingPM@ $21,273 61.440 $215 $240 Total Professional Fees $4,7" 9221000 PD - S&*y Gaur, Mea Pnsldsnt Tow Expatnes 92,696 F29- 514nro 649-1, Ab -W Total Fees AExpemes TR - ArAw Rhoem, Sr. AYnapor Hours PO - mob" 47ioff. Muwpw _ Teu1 Fees a Sc - Sro0 Conaussrds Be PC Admin Teta) Expanses Admin - AGniNsh»tlw Sro9 4 0 4 14 32,150 0 Web Number o1 0 34 $7.290 Tasks Moethrgs McNfngs PO PA! 1. Prolest Inioation, Projeel Management, and 0 O 2 4 Dau Co04e1kn N 0 0 34 17.290 2. Ftnenew Plan Development 1 0 2 6 3. Cost of service Analysis 0 a 0 9 a 4. Rate Design f a 2 a L Roto study Report 0 0 2 f 6. Community Worlalwps (Shown in 1 VM4 0 2 5 20 7, Proposition 211 Notieo and City Council 0 0 Total Fe" 2 101wtlng4 (Shown in WMerl TotalExpmaea $1.906 Total Estimated Moorings ! Hour 2 2 17 ss Heuft Billing R21e M" $240 Taw Professienol Fees $6,016 $13,920 PD - Saryey Oew, V,ce Prosidenf PY _ Srove Gagnon, Msnow TR-Ar4*wMwflt Sr. MefaWt PO-AWM Serofr, Mang SC - SMff COM u/leMOB Adnan - Adhinisertive Sra9 05 Hour TauI rots TR Be PO Admin Tolol Exper4m 0 6 0 4 32 $7,470 0 24 0 0 40 $0.790 0 1s 0 a 32 $7,120 0 20 0 a 30 $6,910 0 24 0 0 34 37,990 0 9 5 0 39 ".$1& 0 12 1 0 33 $T,7" 0 119 6 4 210 $265 $166 $240 360 f0 $21,273 61.440 $220 991,300 Total Foss $91,960 Tow Expatnes 92,696 Total Fees AExpemes Hours _ Teu1 Fees a TR Be PC Admin Teta) Expanses 0 4 0 4 14 32,150 0 24 0 0 34 $7.290 0 16 0 0 26 12.730 0 16 a 0 26 $6,730 0 N 0 0 34 17.290 0 9 5 0 39 $9.619 0 4 1 0 9 {2.140 0 97 6 4 162 SM $165 $240 f60 so 917,945 $1.440 $320 935.640 Total Fe" S38.640 TotalExpmaea $1.906 Total Fans i Expensao EXHIBIT B TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS 1, This Agreement calls for services that, in whole or in part, constitute "public works" as defined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code ("Chapter 1"). Further, Consultant acknowledges that this Agreement is subject to (a) Chapter 1 and (b) the rules and regulations established by the Department of Industrial Relations ("DIRI implementing such statutes. Therefore, as to those Services that are "public works", Consultant shall comply with and be bound by all the terms, rules and regulations described in 1(a) and 1(b) as though set forth in full herein. 2. California law requires the inclusion of specific Labor Code provisions in certain contracts. The inclusion of such specific provisions below, whether or not required by California law, does not alter the meaning or scope of Section 1 above. 3. Consultant shall be registered with the Department of Industrial Relations in accordance with California Labor Code Section 1725.5, and has provided proof of registration to City prior to the Effective Date of this Agreement. Consultant shall not perform work with any subcontractor that is not registered with DIR pursuant to Section 1725.5. Consultant and subcontractors shall maintain their registration with the DIR in effect throughout the duration of this Agreement. If Consultant or any subcontractor ceases to be registered with DIR at any time during the duration of the project, Consultant shall immediately notify City. 4. Pursuant to Labor Code Section 1771.4, Consultant's Services are subject to compliance monitoring and enforcement by DIR. Consultant shall post job site notices, as prescribed by DIR regulations. 5. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request. Consultant acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Consultant shall post such rates at each job site covered by this Agreement. 6. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. Consultant shall, as a penalty to City, forfeit $200.00 for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor. 7. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform City of the location of the records. 8. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Code of Regulations, Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall provide City with a .copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding work pursuant to this Agreement, Consultant and each of its subcontractors shall submit to City a verified statement of the journeyman and apprentice hours performed under this Agreement. 9. Consultant shall not perform Work with any Subcontractor that has been debarred or suspended pursuant to California Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. Consultant and subcontractors shall not be debarred or suspended throughout the duration of this Contract pursuant to Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. If Consultant or any subcontractor becomes debarred or suspended during the duration of the project, Consultant shall immediately notify City. 10. Consultant acknowledges that eight hours labor constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code Section 1810. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. Consultant shall, as a penalty to City, forfeit $25.00 for each worker employed in the performance of this Agreement by Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code Section 1815, work performed by employees of Consultant in excess of eight hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of eight hours per day at not less than one and one-half times the basic rate of pay. 11. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Consultant hereby certifies as follows: °I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract." 12. For every subcontractor who will perform work on the project, Consultant shall be responsible for subh subcontractor's compliance with Chapter 1 and Labor Code Sections 1860 and 3700, and Consultant shall include in the written contract between it and each subcontractor a copy of those statutory provisions and a requirement that each subcontractor shall comply with those statutory provisions. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any failure. 13. To the maximum extent permitted by law, Consultant shall indemnify, hold harmless and defend (at Consultant's expense with counsel reasonably acceptable to City) City, its officials, officers, employees, agents and independent contractors serving in the role of City officials, and volunteers from and against any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including Consultant, its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all consequential damages, attorneys' fees, and other related costs and expenses. All duties of Consultant under this Section shall survive the termination of the Agreement. EXHIBIT B TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS 1. This Agreement calls for services that, in whole or in part, constitute "public works" as defined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code ("Chapter 1"). Further, Consultant acknowledges that this Agreement is subject to (a) Chapter 1 and (b) the rules and regulations established by the Department of Industrial Relations ("DIR") implementing such statutes. Therefore, as to those Services that are "public works", Consultant shall comply with and be bound by all the terms, rules and regulations described in 1(a) and 1(b) as though set forth in full herein. 2. California law requires the inclusion of specific labor Code provisions in certain contracts. The inclusion of such speck provisions below, whether or not required by California law, does not alter the meaning or scope of Section 1 above. 3. Consultant shall be registered with the Department of Industrial Relations in accordance with California Labor Code Section 1725.5, and has provided proof of registration to City prior to the Effective Date of this Agreement. Consultant shall not perform work with any subcontractor that is not registered with DIR pursuant to Section 1725.5. Consultant and subcontractors shall maintain their registration with the DIR in effect throughout the duration of this Agreement. If Consultant or any subcontractor ceases to be registered with DIR at any time during the duration of the project, Consultant shall immediately notify City. 4. Pursuant to Labor Code Section 1771.4, Consultant's Services are subject to compliance monitoring and enforcement by DIR. Consultant shall post job site notices, as prescribed by DIR regulations. 5. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request. Consultant acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Consultant shall post such rates at each job site covered by this Agreement. 6. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. Consultant shall, as a penalty to City, forfeit $200.00 for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor. 7. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform City of the location of the records. 8. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Code of Regulations, Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding work pursuant to this Agreement, Consultant and each of its subcontractors shall submit to City a verified statement of the journeyman and apprentice hours performed under this Agreement. 9. Consultant shall not perform Work with any Subcontractor that has been debarred or suspended pursuant to California Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. Consultant and subcontractors shall not be debarred or suspended throughout the duration of this Contract pursuant to Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. If Consultant or any subcontractor becomes debarred or suspended during the duration of the project, Consultant shall immediately notify City. 10. Consultant acknowledges that eight hours labor constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code Section 1810. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. Consultant shall, as a penalty to City, forfeit $25.00 for each worker employed in the performance of this Agreement by Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code Section 1815, work performed by employees of Consultant in excess of eight hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of eight hours per day at not less than one and one-half times the basic rate of pay. 11. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Consultant hereby certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract." 12. For every subcontractor who will perform work on the project, Consultant shall be responsible for such subcontractor's compliance with Chapter 1 and Labor Code Sections 1860 and 3700, and Consultant shall include in the written contract between it and each subcontractor a copy of those statutory provisions and a requirement that each subcontractor shall comply with those statutory provisions. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any failure. 13. To the maximum extent permitted by law, Consultant shall indemnify, hold harmless and defend (at Consultant's expense with counsel reasonably acceptable to City) City, its officials, officers, employees, agents and independent contractors serving in the role of City officials, and volunteers from and against any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including Consultant, its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all consequential damages, attorneys' fees, and other related costs and expenses. All duties of Consultant under this Section shall survive the termination of the Agreement. Client#: 1722483 RAFTEFIN ACORD, CERTIFICATE OF LIABILITY INSURANCEDATE(MMIDD/YYYY) INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 11/20/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAME: T Linda Rolfe Cameron M Harris & Co, LLCPHONE 980-265-5804 FAX A/C No Ext): AIC, No Div USI Ins E-MAIL ss: linda.rolfe@usi.com 6100 Fairview Road Ste 1400 EACH OCCURRENCE $11,000,000 Charlotte, INC 28210 INSURERS) AFFORDING COVERAGE NAIC # INSURER A: National Fire Insuranoa Co. of Hanford 20478 INSURED Raftelis Financial Consultants, Inc. INSURER S : Continental Insurance Company 35289 INSURERC: Continental Casualty Company 20443 227 West Trade Street, Ste. 1400 Charlotte, NC 28202 INSURER 0: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NLIIMRER- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF MMIDD/YYYY POLICY EXP MM/DDIYYYY LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE � OCCUR 6076000011 1/21/2019 01/21/202C EACH OCCURRENCE $11,000,000 PREMISES Ea Eo Turrence $500,000 MED EXP (Any one person) s15,000 PERSONAL 8 ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY ECOT- [:] LOC GENERAL AGGREGATE $2,000,000 PRODUCTS - COMP/OP AGG $2,000,000 $ OTHER: A AUTOMOBILE LIABILITY 6076000025 1/21/2019 01/211202(1Eaacclid PSINGLELIMIT $11,000,000 BODILY INJURY (Per person) $ ANY AUTO X OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS O NLY X AUTOS ONLY BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ B X UMBRELLA LIAB X OCCUR 6076000039 1/21/2019 01/21/2020 EACH OCCURRENCE $5,000,000 EXCESS LIAR CLAIMS -MADE AGGREGATE s5,000,000 DED RETENTION $ $ B WORKERS COMPENSATION676305637 AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y / N OFFICER/MEMBER EXCLUDED? FW N I A 67600042- CA 1/21/2019 01/21/202 OTH- X PSTA LITE E.L. EACH ACCIDENT $11,000,000 E.L. DISEASE - EA EMPLOYEE $1,000 000 (Mandatory in NH) If yes, describe under E.L. DISEASE - POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS below C Prof. Liab. 652071235 1/21/2019 01/21/202 $5M OCC $511M Agg. DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) RE: Water and Sewer Utility Rate Study. City of Seal Beach (The City), its directors, officials, officers, employees, agents and volunteers is included as additional insured with respect to and list General Liability (CNA74879XX) and Automobile Liability (CNA83700XX) policies that they are request and umbrella will follow form. The coverage afforded to the additional insured is on a primary and non-contributory basis for General Liability (CNA74879XX) and (See Attached Descriptions) City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 ACORD 25 (2016/03) 1 of 2 #S27172453/M26288376 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD PXKZP DESCRIPTIONS (Continued from Page 1) Business Auto(CNA83700XX) if required by written contract. 30 day notice of cancellation will ge given except for non payment of premium will be 10 days if required by written contract for General Liability (CNA75014XX), Automobile Liability (CNA68021XX) and Workers Compensation (CC68021A) policies. V/'-.---1LVIV/VJy G V1 #S27172453/M26288376 CNA CNA PARAMOUNT General Liability Extension Endorsement It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows, If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement with respect to such provision do not apply. TABLE OF CONTENTS 1. Additional Insureds 2. Additional Insured - Primary And Non -Contributory To Additional Insured's Insurance 3. Bodily Injury — Expanded Definition 4. Broad Knowledge of Occurrence/ Notice of Occurrence 5, Broad Named Insured 6. Estates, Legal Representatives and Spouses 7. Expected Or Intended Injury — Exception for Reasonable Force 8. In Rem Actions 9. Incidental Health Care Malpractice Coverage 10. Joint Ventures/Partnership/Limhod Liability Companies 11. Legal Liability — Damage To Premises 12, Medical Payments 13. Non -owned Aircraft Coverage 14. Non -owned Watercraft 15. Personal And Advertising Injury -- Discrimination or Humiliation 16. Personal And Advertising Injury - Contractual Liability 17. Property Damage - Elevators 18. Supplementary Payments 19. Unintentional Failure To Disclose Hazards 20. Waiver of Subrogation — Blanket CNA74879XX (1-15) Policy No: 607000011 Page 1 of 13 Endorsement No: 1 Raftelis Consultants Inc. EffectiveDate: 1/21/19 Inenrorl Namo- � CNA CNA PARAMOUNT General Liability Extension Endorsement 1. ADDITIONAL INSUREDS a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A. through K. below whom a Named Insured Is required to add as an additional Insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) is currently In effect or becomes effective during the term of this Coverage Part; and (2) was executed prior to: (a) the bodily Injury or properly damage; or (b) the offense that caused the personal and advertising Injury, for which such additional insured seeks coverage. b. However, subject always to the terms and conditions of th:s policy, including the limits of insurance, the Insurer will not provide such additional insured with: (1) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A. through K. below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. Controlling Interest Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization's liability for boc lly injury, property damage or personal and advertising Injury arising out of: 1, such person or organization's financial control of a Named Insured; or 2. premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional Insured. 13, Co-owner of Insured Premises A co-owner of a premises co -owned by a Named Insured and covered under this insurance but only with respect to such co -owner's liability for bodily Injury, property damage or personal and advertising injury as co-owner of such premises. C. Grantor of Franchise Any person or organization that has granted a franchise to a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury as grantor of a franchise to the Named Insured, D. lessor of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily Injury, property damage or personal and advertising Injury caused, in whole or in part, by the Named Insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily Injury, property damage or the offense giving rise to such personal and advertising Injury takes place prior to the termination of such lease. CNA74879XX (1-15) Page 2 of 13 Insured Name: Policy No: 607000011 Endorsement No: 1 Effective Date: 1/21/19 CNA CNA PARAMOUNT General Liability Extension Endorsement E. Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily Injury, property damage or personal and advertising Injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behaff of, or for such additional insured. F. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to liability for bodily injury, property damage or personal and advertising Injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. G. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's liability for bodily injury, property damage or personal and advertising injury arising out of the Named Insured's ownership, maintenance, or use of a premises by a Named Insured, The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. H. State or Governmental Agency or Subdivision or Political Subdivisions — Permits C3 A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization, but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily injury, property damage or personal and advertising Injury arising out of: 1. the following hazards in connection with premises a Named insured owns, rents, or controls and to which this insurance applies: a. the existence, maintenance, repair, construction, erect:on, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or b. the construction, erection, or removal of elevators; or c. the ownership, maintenance or use of any elevators covered by this insurance; or 2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf. The coverage granted by this paragraph does not apply to: a. Bodity injury, property damage or personal and advertl31ng injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b. Bodily injury or property damage included within the products -completed operations hazard. With respect to this provision's requirement that additional insured status must be requested under a wriften contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. CNA74879XX (1 AS) Policy No: 607000011 Page 3 of 13 Endorsement No: 1 Insured Name; Effective Date: 1/21/19 CHA CNA PARAMOUNT General Liability Extension Endorsement' I. Trade Show Event Lessor 1. With respect to a Named Insured's participation In a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to Include as an additional Insured, but only with respect to such person or organization's liability for bodily Injury, property damage or personal and advertising injury caused by: a, the Named Insured's acts or omissions; or b. the acts or omissions of those acting on the Named Insured's behalf, in the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodlfy injury or property damage Included within the products -completed operations hazard. J. Vendor Any person or organization but only with respect to such person or organization's liability for bodily injury or property damage arising out of your products which are distributed or sold in the regular course of such person or organization's business, provided that: 1. The coverage granted by this paragraph does not apply to: a. bodily Injury or property damage for which such person or organization is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless such liability exists in the absence of the contract or agreement; b. any express warranty unauthorized by the Named Insured; c. any physical or chemical change in any product made Intentionally by such person or organization; d. repackaging, except when unpacked solely for the purpose of Inspection, demonstration, testing, or the substitution of parts under Instructions from the manufacturer, and than repackaged in the original container; e, any failure to make any inspections, adjustments, tests or servicing that such person or organization has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. demonstration, installation, servicing or repair operations, except such operations performed at the such person or organization's premises in connection with the sale of a product; g. products which, after distribution or sale by the Named Insured, have been labeled or relabeled or used as a container, part or Ingredient of any other thing or substance by or for such person or organization; or h. bodily Injury or property damage arising out of the sole negligence of such person or organization for its own acts or omissions or those of its employees or anyone else acting on Its behalf. However, this exclusion does not apply to: (1) the exceptions contained in Subparagraphs d. or f. above; or (2) such inspections, adjustments, tests or servicing as such person or organization has agreed with the Named Insured to make or normally undertakes to make in the usual course of business, In connection with the distribution or sale of the products. 2. This Paragraph J. does not apply to any insured person or organization, from whom the Named Insured has acquired such products, nor to any ingredient, part or container, entering into, accompanying or containing such products, CNA74879XX (1-15) Policy No: 607000011 Paae 4 of 13 Endorsement No: 1 Effective Date: 1/21/19 Insured Name CopyVt CMA All Riots Reserved. Includes copyrighted material of Insurance Services otow, Inc., with Its pemisslon. CNA CNA PARAMOUNT General Liability Extension Endorsement 3. This Paragraph J. also does not apply: a. to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part; b. to any of your products for which coverage is excluded by endorsement to this Coverage Part; nor c. if bodily injury or property damage included within the products -completed operations hazard is excluded by endorsement to this Coverage Part. K. Other Person Or Organization Any person or organization who is not an additional insured under Paragraphs A. through J. above. Such additional insured is an insured solely for bodily injury, property damage or personal and advertising Injury for which such additional insured is liable because of the Named Insured's acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: 1. for bodily Injury, property damage, or personal and advertising injury arising out of the rendering or failure to render any professional service; 2. for bodily Injury or property damage included within the products -completed operations hazard; nor 3. who is specifically scheduled as an additional insured on another endorsement to this Coverage Part. 2. ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: if the Named Insured has agreed in writing in a contract or agreement that this insurance Is primary and non- contributory relative to an additional Insured's own Insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional Insured's own insurance means insurance on which the additional insured is a named insured. B. With respect to persons or organizations that qualify as additional insureds pursuant to paragraph I.K. of this endorsement, the following sentence Is added to the paragraph above: Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other Insurance avatlable to such person or organization. 3. BODILY INJURY --EXPANDED DEFINITION Under DEFINITIONS the definition of bodily injury is deleted and replaced by the following: Bodily Injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical Injury, sickness or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties In The Event of Occurrence, OHenss, Claim or Suit is amended to add the following: A. BROAD KNOWLEDGE OF OCCURRENCE The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim Is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice. B. NOTICE OF OCCURRENCE CNA74879XX (1.15) Policy No: 607000011 Page 5 of 13 Endorsement No: 1 Insured Name: Effective Date: 1/21/19 Copyright CNA Ail Rights Reserved. Includes mpyrlphted matertal of Insurance serwria nfw irr uMA Ila mem—t— CNA CNA PARAMOUNT General Liability Extension Endorsement The Named Insured's rights under this Coverage Part will not be prejudiced If the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured's reasonable belief that the bodily injury or property damage is not covered under this Coverage Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured Is aware that this insurance may apply to such occurrence, offense or claim. 5. BROAD NAMED INSURED WHO 1S AN INSURED is amended to delete Its Paragraph 3. in its entirety and replace it with the following: 3. Pursuant to the limitations described in Paragraph 4. below, any organization in which a Named Insured has management control: a. on the effective date of this Coverage Part; or b. by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory, excess, contingent or otherwise, which provides coverage to such organization, or which would have provided coverage but for the exhaustion of its limit, and without regard to whether Its coverage is broader or narrower than that provided by this Insurance. But this BROAD NAMED INSURED provision does not apply to: (a) any partnership, limited liability company or joint venture; or (b) any organization for which coverage is excluded by another endorsement attached to this Coverage Part. For the purpose of this provision, management control means: A. owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation; or B. having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer or sell property held by a trust. 4. With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3. above, this insurance does not apply to: a. bodily injury or property damage that first occurred prior to the date of management control, or that first occurs after management control ceases; nor b. personal or advertising Injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases. 5. The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing-buslness-as names (dba) as any Named Insured should choose to employ. 6. ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES The estates, heirs, legal representatives and spouses of any natbrai person Insured shall also be insured under this policy; provided, however, coverage Is afforded to such estates, heirs, legal representatives, and spouses only for claims arising solely out of their capacity or status as such and, In the case of a spouse, where such claim seeks damages from marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage Is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business. CNA74879XX (1-15) Policy No: Page 6 of 13 Endorsement No: 1 Effective Date: 1/21/19 Insured Name: Copyright CNA M RWO Reserved. Incudes copyrighted materlal or Irwance Sentces Office, Inc., % th b permLulon. CNA CNA PARAMOUNT General Liability Extension Endorsement 7. EXPECTED OR INTENDED INJURY— EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A — Bodily injury And Property Damage Liability, the paragraph entitled Exclusions Is amended to delete the exclusion entitled Expected or Intended Injury and replace It with the following: This Insurance does not apply to: Expected or intended Injury Bodily Injury or property damage expected or intended from the standpoint of the Insured. This exclusion does not apply to bodily Injury or property damage resulting from the use of reasonable force to protect persons or property. S. IN REM ACTIONS A quasi in rem action against any vessel owned or operated by or for the Named insured, or chartered by or for the Named Insured, will be treated in the same manner as though the action were in .personarn against the Named Insured, 9. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE Solely with respect to bodily injury that arises out of a health care incident: A. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the Insuring Agreement is amended to replace Paragraphs 1.b.(1) and 1.b.(2) with the following: b. This insurance applies to bodily injury provided that the professional health care services are incidental to the Named insured's primary business purpose, and only if: (1) such bodily injury is caused by an occurrence that takes place in the coverage territory. (2) the bodily injury first occurs during the policy period. All bodily injury arising from an occurrence will s be deemed to have occurred at the time of the first act, error, or omission that is part of the occurrence; 8 and B. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled a Exclusions is amended to: a I. add the following to the Employers Liability exclusion: This exclusion applies only if the bodily injury arising from a health care incident is covered by other R liability insurance available to the Insured (or which would have been available but for exhaustion of its limits). ti. delete the exclusion entitled Contractual Liability and replace it with the following: N This insurance does not apply to: Contractual Liability the Insured's actual or alleged liability under any oral or written contract or agreement, Including but not limited to express warranties or guarantees. ill. add the following additional exclusions. _ This insurance does not apply to: Discrimination any actual or alleged discrimination, humiliation or harassment, including but not limited to claims based on an individual's race, creed, color, age, gender, national origin, religion, disability, marital status or sexual orientation. CNA74879XX (1-15) Policy No: 607000011 Page 7 of 13 Endorsement No: 1 Insured Name: Effective Date: 1/21/19 CNA CNA PARAMOUNT General Liability Extension Endorsement Dishonesty or Crime Any actual or alleged dishonest, criminal or malicious act, error or omission. Medicars/Medicaid Freud any actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any similar federal, state or local governmental program. Services Excluded by Endorsement Any health care Incident for which coverage is excluded by endorsement. C. DEFINITIONS is amended to: I. add the following definitions: Health care Incident means an act, error or omission by the Named Insured's employees or volunteer workers in the rendering of: s. professional health care services on behalf of the Named Insured or b. Good Samaritan services rendered in an emergency and for which no payment is demanded or received. Professional health care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers In their capacity as such but solely to the extent they are duly licensed as required: a. Physician; b. Nurse; c. Nurse practitioner; d. Emergency medical technician; e. Paramedic; f. Dentist; g. Physical therapist; h. Psychologist; I. Speech therapist; j. Other allied health professional; or Professional health cars services does not Include any services rendered in connection with human clinical trials or product testing. ii. delete the definition of occurrence and replace it with the following: Occurrence means a health care incident. All acts, errors or omissions that are logically connected by any common fact, circumstance, situation, transaction, event, advice or decision will be considered to constitute a single occurrence; Ill. amend the definition of Insured to: a. add the following: • the Named Insured's employees are insureds with respect to: CNA74679XX (1-15) _ Policy No: 607000011 Page 8 of 13 Endorsement No: 1 Effective Date: 1/21/19 Insured Name: Copyright CNA An Rights Rasanred Includes copyrighted materiel of insurance sentces Me, Inc., %M 113 permission. 0 S I CNA CNA PARAMOUNT General Liability Extension Endorsement (1) bodily injury to a co -employee while in the course of the co-emptoyse's employment by the Named Insured or while performing duties related to the conduct of the Named insured's business; and (2) bodily Injury to a volunteer worker while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a heaRh care incident. • the Named insured's volunteer workers are Insureds with respect to: (1) bodity Injury to a co -volunteer worker while performing duties related to the conduct of the Named Insured's business; and (2) bodily Injury to an employee while In the course of the employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; when such bodily Injury arises out of a health care incident. b, delete Subparagraphs (a), (b), (c) and (d) of Paragraph 2,e.(1) of WHO iS AN INSURED, c. add the following: Insured does not include any physician while acting in his or her capacity as such. D. The Other Insurance condition is amended to delete Paragraph b.(1) in its entirety and replace it with the following: Other insurance b. Excess Insurance (1) To the extent this insurance applies, it is excess over any other insurance, self insurance or risk transfer instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by the Named Insured to be excess of this coverage. 10. JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES WHO IS AN INSURED is amended to delete Its last paragraph and replace it with the following: No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that Is not shown as a Named insured in the Declarations, except that if the Named Insured was a joint venturer, partner, or member of a limited liability company and such Joint venture, partnership or limited liability company terminated prior to or during the policy period, such Named Insured is an Insured with respect to its interest in such joint venture, partnership or limited liability company but only to the extent that: a. any offense giving rise to personal and advertising Injury occurred prior to such terminafion date, and the personal and advertising injury arising out of such offense first occurred after such termination date; b. the bodily Injury or property damage first occurred after such termination date; and c. there is no other valid and collectible insurance purchased specifically to insure the partnership, joint venture or limited liability company. 11. LEGAL LIABILITY— DAMAGE TO PREMISES A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the first paragraph Immediately following subparagraph (6) of the Damage to Property exclusion and replace it with the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to property damage (other than damage by fire) to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the I+NAM01WAA (l -lb) Page 9 of 13 Insured Name - Policy No: 607000011 Endorsement No: 1 Effective Date: 1/21/19 Copydpht CNA Al N9tAs Reservod. ImWes co fthted material of Insurance services oltiee Inc vAth n, nnmac.km CNA CNA PARAMOUNT General Liability Extension Endorsement owner, nor to the contents of premises rented to the Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in LIMITS OF INSURANCE. B. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions Is amended to delete its last paragraph and replace It with the following: Exclusions c, through n. do not apply to damage by fire to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in the LIMITS OF INSURANCE Section. C. LIMITS OF INSURANCE is amended to delete Paragraph 6. (the Damage To Premises Rented To You Limit) and replace it with the following: 6. Subject to Paragraph 5. above, (the Each Occurrence Limit), the Damage To Premises Rented To You Limit is the most the Insurer will pay under COVERAGE A for damages because of property damage to: a. any one premises while rented to a Named insured or temporarily occupied by a Named Insured with the permission of the owner; and b. contents of such premises If the premises is rented to the Named insured for a period of 7 or fewer consecutive days. The Damage To Premises Rented To You Limit Is $200,000. unless a higher Damage to Premises Rented to You Limit Is shown in the Declarations. D. The Other Insurance Condition is amended to delete Paragraph b.(1)(aXIi), and replace it with the following: (ii) That is property insurance for premises rented to a Named Insured, for premises temporarily occupied by the Named Insured with the permission of the owner; or for personal property of others In the Named Insured's care, custody or control; E. This Provision 11. does not apply if liability for damage to premises rented to a Named Insured Is excluded by another endorsement attached to this Coverage Part. 12. MEDICAL PAYMENTS A. LIMITS OF INSURANCE Is amended to delete Paragraph 7. (the Medical Expense Limit) and replace It with the following: 7. Subject to Paragraph 6. above (the Each Occurrence Limit), the Medical Expense Limit is the most the insurer will pay under Coverage C - Medical Payments for all medical expenses because of bodily Injury sustained by any one person. The Medical Expense Limit Is the greater of: (1) $15,000 unless a different amount is shown here: ; or (2) the amount shown in the Declarations for Medical Expense Limit. B. Under COVERAGES, Coverage C — Medical Payments, the Insuring Agreement is amended to replace Paragraph 1.a.(3)(b) with the following: (b) The expenses are Incurred and reported to the Insurer within three years of the date of the accident; and 13. NON -OWNED AIRCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions Is amended as follows: CNA74879XX (1-15) Polley No: 607000011 Pasae 10 of 13 Endorsement No: 1 Effective Date: 1/21/19 Insured Name Copyrol CNA All Rights Reserved. includes copyrighted material of Insursnoa Senloss office, Inc., with tts permission. CNA CNA PARAMOUNT General Llabiifty Extension Endorsement The exclusion entitled Aircraft, Auto or Watercraft Is amended to add the following: This exclusion does not apply to an aircraft not owned by any Named insured, provided that: 1. the pilot in command holds a currently effective certificate Issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2. the aircraft is rented with a trained, paid crew to the Named Insured; and 3. the aircraft is not being used to carry persons or property for a charge. 14. NON -OWNED WATERCRAFT Under COVERAGES, Coverage A -- Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and replace it with the following. This exclusion does not apply to: (2) a watercraft that is not owned by any Named Insured, provided the watercraft is: (a) less than 75 feet long; and (b) not being used to carry persons or property for a charge. 15. PERSONAL, AND ADVERTISING INJURY—DISCRIMINATION OR HUMILIATION A. Under DEFINITIONS, the definition of personal and advertising Injury is amended to add the following tort: • Discrimination or humiliation that results In injury to the feelings or reputation of a natural person, B. Under COVERAGES, Coverage B — Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to: 1. delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace It with the following: This insurance does not apply to: Knowing Violation of Rights of Another Personal and advertising Injury caused by or at the direction of the Insured with the knowledge that the act would violate the rights of another and would inflict personal and advertising injury. This exclusion shall not apply to discrimination or humiliation that results In injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is not done intentionally by or at the direction of: (a) the Named Insured; or (b) any executive officer, director, stockholder, partner, member or manager (if the Named Insured is a limited liability company) of the Named Insured. 2. add the following exclusions: This Insurance does not apply to: Employment Related Discrimination discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any Insured. Premises Related Discrimination discrimination or humiliation arising out of the sale, rental, lease or sub -lease or prospective sale, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any Insured. CNA74879XX (1-15) Page 11 of 11-51 Insured Name. Policy No: 607000011 Endorsement No: 1 Effective Date: 1/21/19 Capyrlpht CNA AN Rlghts Reserved Includes copyrighted material of Insurance Services ottioe, Inc., with Its permlaslon. CNA CNA PARAMOUNT General Liability Extension Endorsement Notwithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination. The coverage provided by this PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from • Provision 1. ADDITIONAL INSUREDS of this endorsement; or attachment of an additional insured endorsement to this Coverage Part. 16. PERSONAL AND ADVERTISING INJURY -CONTRACTUAL LIABILITY A. Under COVERAGES, Coverage B —Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Llabllfty Personal and advertising injury for which the Insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) that the Insured would have in the absence of the contract or agreement; or (2) assumed In a contract or agreement that is an insured contract provided the offense that caused such personal or advertising Injury first occurred subsequent to the execution of such insured contract. Solely for the purpose of liability assumed in an Insured contract, reasonable attorney fees and necessary litigatlon expenses Incurred by or for a party other than an Insured are deemed to be damages because of personal and advertising Injury provided: (a) liability to such parry for, or for the cost of, that party's defense has also been assumed in such insured contract; and (b) such attorney fees and litigation expenses are for defense of such party against a civil or alternative dispute resolution proceeding in which covered damages are alleged. B. Solely for the purpose of the coverage provided by this paragraph, DEFINITIONS is amended to delete the definition of insured contract in its entirety, and replace it with the following: Insured contract means that part of a written contract or written agreement pertaining to the Named Insured's business under which the Named Insured assumes the tort liability of another party to pay for personal or advertising injury arising out of the offense of false arrest, detention or imprisonment. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. C. Solely for the purpose of the coverage provided by this paragraph, the following changes are made to the Section entitled SUPPLEMENTARY PAYMENTS — COVERAGES A AND B: 1. Paragraph 2.d. is replaced by the following: d. The allegations in the suit and the information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the Insured and the Interests of the indemnitee; 2. The first unnumbered paragraph beneath Paragraph 2.f.(2)(b) Is deleted and replaced by the following: So long as the above conditions are met, attorneys fees incurred by the Insurer in the defense of that indemnitee, necessary litigation expenses incurred by the Insurer, and necessary litigation expenses incurred by the indemnitee at the Insurer's request will be paid as defense costs. Notwithstanding the provisions of Paragraph e.(2) of the Contractual Liability exclusion (as amended by this Endorsement), such payments will CNA74879XX (1-15) Policy No: Page 12 of 13 Endorsement No: 1 Effective Date: 1/21/19 Insured Name: Copyright CNAAII Rghts Reserved. Includes copyrighted ffeMdal of ftxance Sarvtoe! Office, Inc., wM Its perrrissbn. CNA CNA PARAMOUNT General Liability Extension Endorsement not be deemed to be damages for personal and advertising Injury and will not reduce the limits of insurance. D. This PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B —Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. 17. PROPERTY DAMAGE —ELEVATORS A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage LIablltty, the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3), (4) and (6) of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE — ELEVATORS Provision, the Other Insurance conditions Is amended to add the following paragraph: This insurance is excess over any of the other Insurance, whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 18. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS-- COVERAGES A AND B Is amended as follows: A. Paragraph 1.b. Is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000, limit; and B. Paragraph 1.d. Is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000. limit. 19. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the Inception date of the Named Insured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure. 0 .20. WAIVER OF SUBROGATION - BLANKET Under CONDITIONS, the Transfer Of Rights Of Recovery Against Others To Us Condition is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the Named Insured's ongoing operations; or 2. your work included in the products-oompleted operations hazard. However, this waiver applies only when the Named Insured has agreed In writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: 1. is in effector becomes effective during the term of this Coverage Part; and 2. was executed prior to the bodily Injury, property damage or personal and advertising Injury giving rise to the claim. Ali other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA74879X0( (1-15) Policy No; 607000011 Page 13 of 13 Endorsement No: 1 Insured Name: Effective Date: 1/21/19 Copyright CNA AN Poghts Reswmd Includes oopynlghted malerta! or Insurance Services of ice, Inc., Vdth fts permtsslon. '��Il:.il iti;l,`� - �•�r'l: ..�I'I l�;f: .l''ili � � 1.�'i�ld 't`+'� t�,.�.al,�i ,'{J11"t.: It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do not apply. TABLE OF CONTENTS A. Who Is An Insured 1. Majority Owned Corporations 2. Newly Acquired Organizations 3. Additional Insureds Required By Written Contracts 4. Employee -Hired Autos B. Increased Loss of Earnings Allowance C. Fellow Employee Coverage 1I. AMENDMENTS TO PHYSICAL DAi11AGE COVERAGE A. Increased Loss of Use Expense B. Broadened Electronic Equipment Coverage Ili. Ai1IENDMENTS TO BUSINESS AUTO CONDITION'S A. Knowledge of Accident or Loss (� B. Knowledge of Documents CC. Waiver of Subrogation D. Unintentional Failure To Disclose Hazards E. Primary and Non -Contributory When Required By Contract IV. AMENDMENTS TO DEFINITIONS A. Broadened Bodily Injury I. ANIENDIIENTS TO LIABILITY COVERAGE A. Amendments to Who Is An Insured Under SECTION it — COVERED AUTOS LIABILITY COVERAGE, the paragraph entitled Who Is An Insured is amended to add the following: 1. Majority Owned Corporations Any incorporated entity in which you own a majority of the voting stock on the inception date of this Coverage Form is an insured, but only if such entity is not an insured under any other liability "policy" that provides auto coverage. 2. Newly Acquired Organizations Form o: ) Policy o: 6U7600UU25 —_ Endorsement Effective Date: 1/'`1/2019 Policy Effective Date: 1/21/2019 Endorsement No: i ; Page: a of b Policy Page: z of y Underwriting Company: National Fire Ins. Co, of Harf A -s . Any organization you newly acquire or form during the policy period, other than a limited liability company, partnership or joint venture, and in which you maintain majority ownership interest is an insured, but only if such organization is not an insured under any other liability "policy" that provides auto coverage. The insurance afforded by this provision: a. Is effective on the date of acquisition or formation of the organization, and applies until: (1) The end of the policy period of this Coverage Form; or (2) The next anniversary of this Coverage Form's inception date, whichever is earlier; and b. Does not apply to bodily injury or property damage caused by an accident that occurred before you acquired or formed the organization. 3. Additional Insureds Required By Written Contract Any person or organization that you are required by written contract to make an additional insured under this insurance is an insured, but only with respect to that person or organization's legal liability for acts or omissions of a person who qualifies as an insured for Liability Coverage tinder SECTION Il - WHO IS AN INSURED of this Coverage Form. 4. Employee -Hired Autos Any employee of yours is an insured while operating with your permission an auto hired or rented under a contract in that employee's name, while performing duties related to the conduct of your business. With respect to provisions A.1. and A.2. above, "policy" includes those policies that were in force on the inception date of this Coverage Form, but: i. Which are no longer in force; or ii. Whose limits have been exhausted. B. Increased Loss of Earnings Allowance Under SECTION II — COVERED AUTOS LIABILITY COVERAGE, the paragraph entitled Coverage Extensions is amended under Supplementary Payment subparagraph (4) to delete the $250. a day limit for loss of earnings and replace it with a $500. a day limit. C. Fellow Employee Coverage Under SECTION II — COVERED AUTOS LIABILITY COVERAGE, the paragraph entitled Exclusions is amended to delete the exclusion entitled Fellow Employee. II. AMENDMENTS TO PHYSICAL DAMAGE COVERAGE A. Increased Loss of Use Expense Under SECTION Ill — PHYSICAL DAMAGE COVERAGE, the paragraph entitled Coverage Extensions is amended Linder Loss of Use Expenses to delete the maximum of $600., and replace it with a maximum of $800. B. Broadened Electronic Equipment Coverage Under SECTION Ill — PHYSICAL DAMAGE COVERAGE, the paragraph entitled Exclusions is amended to delete paragraphs 5.a through 5.d. in their entirety, and replace them with the following: S. Exclusions4.c. and 4.d. above do not apply to loss to any electronic equipment that at the time of loss is: orm o: ) Policy No:607600002) Endorsement Effective Date: 1/21/2019 Policy Effecti,,e 1121/2019 Endorsement No: 1 ; Page: a of b Policy Page: x of y Underwriting Company: Natloinal Fire Insurance Co. of Hartford CNA a. Permanently installed in or upon a covered auto, nor to such equipment's antennas or other accessories used with such equipment. A $100 deductible applies to this provision, and supersedes any otherwise applicable deductible; or b. Designed to be operated solely by use of the power from the auto's electrical system and is: (1) Removable from a housing unit which is permanently installed in or upon the covered auto; (2) An integral part of the same unit housing any electronic equipment described in paragraphs a. or b.(1) above; or (3) Necessary for the normal operation of the covered auto or the monitoring of the covered auto's operating system. III. A6IENDMENTS TO BUSINESS AUTO CONDITIONS A. Knowledge of Accident or Loss Under BUSINESS AUTO CONDITIONS, the Loss Condition entitled Duties In the Event of Accident, Claims, Suit, or Loss is amended to add the following subparagraph a.(4): (4) If your employees know of an accident or loss, this will not mean that you have such knowledge until such accidentor loss is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to be your insurance manager. B. Knowledge of Documents Under BUSINESS AUTO CONDITIONS, the Loss Condition entitled Duties In the Event of Accident, Claims, Suit, or Loss is amended to add the following subparagraph b.(6): (6) If your employees know of documents concerning a claim or suit, this will not mean that you have such knowledge until such documents are known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to be your insurance manager. C. Wainer of Subrogation Under BUSINESS AUTO CONDITIONS, the Loss Condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: We waive any right of recovery we may have, because of payments we make for injury or damage, against any person or organization for whom or which you are required by written contract or agreement to obtain this waiver from its. This injury or damage must arise out of your activities tinder a contract with that person or organization. You must agree to that req uirementprior to an accident or loss. D. Unintentional Failure To Disclose Hazards Under BUSINESS AUTO CO,N'DITIONS, the General Condition entitled Concealment, Misrepresentation or Fraud is amended to add the following: Your failure to disclose all hazards existing on the inception date of this Coverage Form shall not prejudice you with respect to the coverage provided by this insurance, provided such failure or omission is not intentional. E. Primary and Non -Contributory When Required By Contract Under BUSINESS AUTO CONDITIONS, the General Condition entitled Other Insurance is amended to add the following: orm NO: o ,cy NO: OUIMMB Endorsement Effective Date: 1/21/2019 Policy Effective Date: 1/21/2019 Endorsement No: 1; Page: a of b Policy Page: x of y Underwriting Company: National Fire Insurance Co. of Hartford CMA Notwithstanding provisions 5.a. through 5.d. above, the coverage provided by this Coverage Form shall be on a primary and non-contributory basis when required to be so by a written contract entered into prior to accident or loss. IV. AMENDMENTS TO DEFINITIONS A. Broadened Bodily Injury Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, mental anguish or mental injury sustained by that person which results as a consequence of the physical injury, sickness or disease. Ali other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy. Form No: CNA83700XX (10.2015) Policy No: 607600025 Endorsement Effective Date: 1/21/2019 Policy Effective Date: 1/21/2019 Endorsement No: 1 ; Page: a of b Policy Page: x of y Underwriting Company: National Fre Insurance Co. of Hanford It is understood and agreed that: CNA PARAMOUNT Policy Holder Notice - Countrywide If the Named Insured has agreed under written contract to provide notice of cancellation to a party to whom the Agent of Record has issued a Certificate of Insurance, and If the Insurer cancels a policy term described on that Certificate of Insurance for any reason other than nonpayment of premium, then notice of cancellation will be provided to such Certificate holders at least 30 days In advance of the date cancellation is effective. If notice is mailed, then proof of mailing to the last known mailing address of the Certificate holder on file with the Agent of Record will be sufficient to prove notice. Any failure by the insurer to notify such persons or organizations will not extend or invalidate such cancellation, or impose any liability or obligation upon the Insurer or the Agent of Record. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA75014XX (1-15) Page 1 of 1 See Certificate Insured Name: Raftelis Financial Consultants, Inc. Policy No: Endorsement No: Effective Date: 1/29/19 Copyright CNA AN Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNABusiness Auto Policy It is understood and agreed that: If you have agreed under written contract to provide notice of cancellation to a party to whom the Agent of Record has issued a Certificate of Insurance, and if we cancel a policy term described on that Certificate of Insurance for any reason other than nonpayment of premium, then notice of cancellation will be provided to such Certificate Holders at least 30 days in advance of the date cancellation is effective. If notice is mailed, then proof of mailing to the last known mailing address of the Certificate Holder on file with the Agent of Record will be sufficient to prove notice. Any failure by us to notify such persons or organizations will not extend or invalidate such cancellation, or impose any liability or obligation upon us or the Agent of Record. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, take effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: CNA68021XX (02-2013) Policy No: 6076000025 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 01/21/2019 Endorsement No: 5; Page: 1 of 1 Policy Page: J of 1 Underwriting Company: National Firs Insurance Company of Hartford, 151 N Franklin St, Chicago, IL 60606 CNA U Workers Compensation And Employers Liability Insurance Policyholder Notice It is understood and agreed that: If you have agreed under written contract to provide notice of cancellation to a party to whom the Agent of Record has issued a Certificate of Insurance, and if we cancel a policy term described on that Certificate of Insurance for any reason other than nonpayment of premium, then notice of cancellation will be provided to such Certificate Holders at least 30 days in advance of the date cancellation is effective. If notice is mailed, then proof of mailing to the last known mailing address of the Certificate Holder on file with the Agent of Record will be sufficient to prove notice. Any failure by us to notify such persons or organizations will not extend or invalidate such cancellation, or impose any liability or obligation upon us or the Agent of Record. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: CC68021 A (02-2013) Policyholder Notice; Page: 1 of 1 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 ® Copyright CNA All Rights Reserved. Policy No: WC 6 76305637 Policy Effective Date: 01 /21/2019 Policy Page: 11 of 146 i AMENDMENT NO.1 PROFESSIONAL SERVICES AGREEMENT For Water and Sewer Utility Rate Judy City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 P Raftelis Financial Consultants, Inc. 445 Figueroa Street Suite 2270 Los Angeles, CA 90071 This Amendment No. 1, dated October 26, 2020, amends that certain agreement ('Agreement-) dated November 12, 2019 by and between the City of Seal Beach (°City"), a California charter cx'tyy and, Inc. (°Consultant`), a Delaware limbed liability company. RECITALS A. City and Consultant are parties to the Agreement, pursuant to which Consultant provides professional services to prepare the Water and Sewer Utility Study B. City and Consultant wish to amend the Agreement for Consultant to provide additional professional service as required to complete the Water and Sewer mate Study, and to kwease Consultant's compensation by $27,571 for those additional services required In connection with the Project, for revised total compensation to the not -to -exceed amount of $122,704, as provided herein. AMENDMENT NO.1 NOW, THEREFORE and in consideration of the foregoing and of the mutual covenants and promises herein set forth, the parties agree to amend the Agreement as follows: Secticn 1. Section 1.0 (Scope of Services) of the Agreement, Is hereby amended to add subsection 1.1.1 to read as follows: 1.1.1 Consultant shall provide those additional services set forth in the attached Exhibit A-1 (Consultant's Scope of Services — AddItIml Services), which are hereby incorporated by reference. To the extent that there is any conflict between Exhibits A, A-1, B, and/or Exhibit B-1, and this Agreement, as amended by Amendment No. 1, Amendment No. 1 to this Agreement, shall control. Section 2. Section 2.0 (Consultant's Compensation) of the Agreement is hereby amended to read as follows: "2.0 Term The term of this Agreement shall commence on the Effective date and shall remain in full force and effecWe until July 1, 2021 unless sooner terminated as provided In Section 5.0 of this Agreement.° Section 3 Section 3.0 (Consultants Compensation) of the Agreement Is hereby amended to read as follows: °3.0 Consultants Compensation City will pay Consultant to accordance with the hourly rates shown on the fee schedule set forth in Exhibit OM1 for Services but in no event will the City pay more than $122,704. Any additional work authorized by the City pun3uaM to Section 1A will be compensated in accor+danoe with the fee schedule set forth In Exhibit A-1.° cdon d. Exoept as expressly modified or supplemented by this Amendment No. 1, all other provisions of the Agreement shall remain unaltered and in foil puce and effect In the event of a conflict between the provisions of this Amendment No. 1 and the provisions of the Agreement, the provisions of this Amendment No.1 shall control. IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be executed and attested by their proper officers thereunto: CITY OF SEAL By: Attest�15ZJ I By: By: Attorney CONSULTANT By x°c;Nsme: r Sanjay Gaur Name: ". • Its: viae Press est (Please nate, ka dgrroW= regshed fw ao+pMUM under Corp. Code SM. "a aorpaete doaumentr eedtafm a* one person to ftn 00 Agreement on beherof ft oarpor8t M) R RAFTELIS September 30, 2020 Mr. Steve Myrter Public Works Director City of Seal Beach 211 Eighth St. Seal Beach, CA 90740 EXHIBIT A-1 445 S. Figueroa Street phone 213.262.9308 www•raftelis.com Suite 1925 Los Angeles, CA 90071 Fax 828.484.2442 Subiect: Water and Sewer Rate Study Amendment Request Dear Mr. Myrter, As you know we have encountered many unknowns during this contract which has taken more time than anticipated to incorporate into the water and sewer rate study. This amendment request seeks additional funding to do two things; 1) cover unanticipated work effort which has used our budget for this project as described below and to cover costs to complete the study and 2) revise the model as described in items 7 through 13 below. The contract is a not -to -exceed time and materials contract based on our estimated effort. With regards to cost overruns, significant extra Raftelis staff time was spent on the following items as the project evolved: 1) From March through August, Raftelis encountered unanticipated challenges requiring additional few iterations of the water and sewer rate structure. A timeline of the unanticipated rate structure changes and corresponding effort is as follows: a. March 2020: - We completed an initial water rate design consisting of a uniform rate for all residential customers. The original water use data had one residential customer class that did not distinguish between single-family (SFR) and multi -family (MFR) accounts. Therefore, we could not create a tiered Residential class since it is not equitable to have a MFR tiered rate that does not account for the number of dwelling units. Therefore, Raftelis was directed to proceed with the study effort using a uniformed rate design that would group all residential customers into one class. b. April 2020: - Shortly after completion of the uniformed water rate and sewer rate designs work the Study was suspended due to the onset of the COVID19 and corresponding statewide shut down order. It was during this delay period that Raftelis was informed that the City had been able to successfully identify MFR accounts and the corresponding dwelling associated with each MFR parcel. With this development the Raftelis team was directed to proceed with tiered rate structure and the inclusion of a MFR customer class. The City provided data identifying MFR accounts/dwelling units. We cleaned these data and incorporate these data into the City's original data. We also identified accounts in the original file unconnected to City account data or mislabeled as MFR. Raftelis then proceeded to complete a tiered rate design and cost of service study, after previously completing a uniform rate design. c. July -August: Since the Raftelis team was now utilize SFR and MFR customer classifications within the final water rate design; we revised the sewer rate structure to include a MFR customer class. In addition Raftelis was directed to developed/explored three (3) alternative sewer rate structure scenarios to ensure any large sewer rate swings would be kept to an absolute minimum for all classes resulting from changing the existing unconventional sewer rate structure to a new more standard rate structure 2) Comprehensive Bill Impacts and Bill Frequency Analyses: a. Raftelis normally perform bill impacts for a subset of customers that represent most customers. For this study, we performed individual bill impacts for all customers (4,600 accounts) since the proposed sewer rate is significantly different from the current sewer rate structure. 3) Both Water and Sewer Capital Improvement Program expenses were updated in July. In July and August, Raftelis held two unplanned, additional webinars to incorporate these updated CIP scenarios into the financial model. During these meetings, we also discussed the revised rate structure and combined bill impacts. These additional efforts consumed the budget without completing the full original scope. The remaining items in the scope that are part of this amendment are: 4) Complete a Water and Sewer Rate Report, 5) Complete a public hearing notice required by Proposition 218 and a public hearing presentation, 6) Strategic communications review of our presentation. In addition, as directed by the City team, the new sewer rate and water rate effective date is being delayed. Per City direction, below is the proposal to revise the model and Study Report to delay the effective date of water and sewer rates from January 1, 2021 to May 1, 2021. Specifically, we would: 7) Revise the model from a January 1, 2021 to a May 1, 2021 effective date and the subsequent four (4) scheduled new water and sewer effective dates from July 1s` to January 1n. These revisions will change current revenue and affect both the proposed water and sewer rates. We would strive to keep rates as close as possible to the rates initially presented to council, 8) Create a separate water rate for Aquatic Park based on its Capital reinvestment needs, 9) Update the bill impacts and present the frequency distributions graphically, 10) Discuss the revised rates with Staff in a webinar, 11) Update the Water and Sewer Rate Study presentation, 12) Revise the Water and Sewer Rate Report with the new rates from the new modeling runs, 13) Present findings/recommendations to City Council. The table below shows our estimated time and effort for the work identified above. Fees refer to staff consulting hours, whereas expenses refer to technology and communication costs. The total requested additional fee not -to -exceed fee for both the water and sewer rate studies is $27,570. Table 1 shown on page 4 of this letter proposal shows the estimated cost to complete the Water Rate Study is $16,168. Table 2 shown on page 5 shows the estimated cost to complete Sewer Rate Study is $11,403. Should you have any questions or require additional information please do not hesitate to contact me. Sincerely, RAFTELIS FINANCIAL CONSULTANTS, INC. )4w Steve Gagnon, PE (Licensed in AZ) Sr. Manager Cell: 714 3512013 Email: SeaenonPraftelis.com Tasks Revise Model Revise Report due to Effective Date Change Bill Impacts Revise Presentation & Discuss Results with Staff Rate Study Report - W Three Community Workshops Proposition 218 Notice and 1 Pub. Hearing Strategic Communications Presentation Review and Editing PD - Sanjay Gaur, Vice President PM - Steve Gagnon, Sr. Manager PO (Pub Outreach) - Melissa Elliott. Manager GD - Graphics Design SC - Staff Consultants Admin - Administrative Staff TABLE 1 Water Rate Study Estimated Staff Hours/Costs Number Of Meetings 1 0 3 1 PO 0 i PM 2.0 1 0.5 1.5 7.5 3 5 Hours I 15.5 0 28 $295 Total Fees & TR Sc PO GD Total Expenses 2.5 4.5 $1,058 4 5 $1,065 2.5 3 $630 2 3.5 $818 0 24 0 32.5 $7,123 0 4 4 2 I 15.5 0 28 $295 $275 $265 $185 5590 $4,263 s0 $5,180 3 $855 2 2 14 $3,380 2 4 6 $1,240 4 6 55.5 $240 $175 $960 $1,050 $12,043 Total Fees $12,043 Total Expenses $4,125 Total Fees & Expenses TABLE 2 Sewer Rate Study Estimated Staff Hours/Costs Tasks Revise Model Revise Report due to Effective Date Change BBI Impacts Revise Presentation & Discuss Results with Staff Rate Study Report -W W Three Community Workshops Proposition 218 Notice and Public Hearing Total Estimated Meetings / Hours , Hourly Billing Rate Total Professional Fees PO - Sanjay Gaur. Vice President PM - Steve Gagnon. Manager TR -Andrew Rheem, Sr Manager PO - Melissa Eftlt Manager GD - Graphics Design SC - Staff Consultants Admin - Adnrnistrahve Staff Number Eburs of Total Fees Meetings PO PM TR SC PO GD Total 8 Expenses 2.5 2 4.5 $1,103 1 3 4 $870 0.5 2.5 3 $630 1 1 2 3 $675 t 5 16 0 22 $4,850 3 3 , 3 $855 1 3 2 2 2 10 $2,420 3 2, 11 0• 1s 2 2 35 $295 $275 $265 $185 $240 $175 $590 $3,025 $0 $3,330 $480 $350 $7,775 Total Fees $7,775 Total Expenses $3,628 Total Fees 8 Expenses AMENDMENT NO. 2 PROFESSIONAL SERVICES AGREEMENT For Water and Sewer Utility Rate Study between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 �-1 Raftelis Financial Consultants, Inc. 445 Figueroa Street Suite 2270 Los Angeles, CA 90071 This Amendment No. 2 ("Second Amendment"), dated March 22, 2021, amends that certain agreement ("Agreement") dated November 12, 2019 and Amendment No. 1 ("First Amendment") dated October 26, 2020 by and between the City of Seal Beach ("City"), a California charter city and, Inc. ("Consultant"), a Delaware limited liability company. RECITALS A. City and Consultant are parties to the Agreement, pursuant to which Consultant provides professional services to prepare the Water and Sewer Utility Rate Study. B. Amendment No. 1 provides for a term extension through July 1, 2021 and additional compensation in the amount of $27,571, for a revised total amount not -to -exceed amount of $122,704. C. City and Consultant wish to amend the Agreement a second time to increase Consultant's compensation by $5,268 for additional services required in connection with the Rate Study for a revised total compensation in the not -to -exceed amount of $127,972 as provided herein. AMENDMENT NO. 2 NOW, THEREFORE and in consideration of the foregoing and of the mutual covenants and promises herein set forth, the parties agree to amend the Agreement as follows: Section 1. Section 1.0 (Scope of Services) of the Agreement, is hereby amended to add subsection 1.1.1 to read as follows: 1.1.1 Consultant shall provide those additional services set forth in the attached Exhibit A-2 (Consultant's Scope of Services -- Additional Services), which are hereby incorporated by reference. To the extent that there is any conflict between Exhibits A, A-1, A-2 and/or Exhibit B, and this Agreement, as amended by Amendment No. 2, Amendment No. 2 to this Agreement, shall control. Section 2 Section 3.0 (Consultant's Compensation) of the Agreement is hereby amended to read as follows: "3.0 Consultant's Compensation City will pay Consultant in accordance with the hourly rates shown on the fee schedule set forth in Exhibit A-2 for Services but in no event will the City pay more than $127,972. Any additional work authorized by the City pursuant to Section 1.4 will be compensated in accordance with the fee schedule set forth in Exhibit A-2." Section 4 Except as expressly modified or supplemented by this Second Amendment, all other provisions of the Agreement shall remain unaltered and in full force and effect. In the event of a conflict between the provisions of this Second Amendment and the provisions of the Agreement or the First Amendment, the provisions of this Second Amendment shall control. IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be executed and attested by their proper officers thereunto: CITY OF SEAL BEACH 0 Jill R. Ingram, City Manager Attest: By: Gloria D. Harper, City Clerk Approved o o By: `Craig A. Steele, City Attorney CONSULTANT By: Name: Steve Gagnon Its: Senior Manager Name: Its: (Please note, two signatures required for corporations under Corp. Code §313, unless corporate documents authorize only one person to sign this Agreement on behalf of the corporation.) R RAFTELIS February 25, 2021 Mr. Steve Myrter Public Works Director City of Seal Beach 211 Eighth St. Seal Beach, CA 90740 445 5. Figueroa Street Phone 213.262,9308 www.raftelis.com Suite 1925 Fax 828.484.2442 Los Angeles, CA 90071 EXHIBIT A-2 Subject: Water and Wastewater Rate Study Amendment Request Dear Mr. Myrter, As you know Raftelis had exhausted the Seal Beach Budget months before the Town Hall Webinar and Public Hearing. Raftelis does its best to estimate the time required to perform a water and wastewater rate study based on experience. As you know the project timeline is much longer than we anticipated when we commenced the study in November of 2019 -- with COVID being a major reason. There were several other items that contributed to our time and effort exceeding our estimates. They include but are not limited to: 1) We fielded many more questions on the report and model than anticipated from City Stakeholders. We prepared written responses to these questions and discussed them with City Staff. 2) We provided the top 50 most affected customers for each class in water and wastewater which we did not originally anticipate, 3) We attended at least four virtual meetings to prepare for the Town Hall presentation and the Public Hearing. These additional staff meeting webinars were not anticipated. We are pleased the City is considering a contract amendment to reflect our additional effort. Though our billing system shows an overage of $25,334 we have written the majority of this off. To bill this amount, we would have to retract and reissue invoices, some of which have been paid, which would be a time consuming, complicated effort. Of this $25,334 overrun, there is approximately $5,268 that we have not billed and therefore we request an amendment for this total amount. Table 1 and Table 2 shows how the additional staff hours were expended to complete both the Water Rate Study and Sewer Rate Study, respectively. Please let me know if you have any questions regarding this contract amendment request. We enjoyed working with you and your staff and are happy to finally realize our goals after almost a year and half! Sincerely, RAFTELIS FINANCIAL CONSULTANTS, INC. A4W Steve Gagnon, PE (Licensed in AZ) Sr. Manager Cell: 714 3512013 TABLE 1 Water Rate Study Estimated Staff Hours/Costs City of Seal Beach Hours Tasks PD PM TR Sc PO Support for Study Questions 3 2 Additional Assistance with Rate Study Town Hall Additional Assistance with Public Hearing General Support Total Estimated Meetings ! Hours Hourly Billing Rate Total Professional Fees PD - Sanjay Gaur, Vice President PM - Steve Gagnon, Sr. Manager PO (Pub Outreach) - Melissa Elliott, Manager GD - Graphics Design SC - Staff Consultants Admin - Administrative Staff 3 3 2 0 11 $295 $240 $0 $2,640 0 $265 $0 1.25 3.25 $185 $601 0 $240 $0 Total Fees GD Total & Expenses 5 $1,140 3 $750 3 $750 3.25 $744 0 14.25 $175 $0 $3,241 Total Fees $3,241 Total Expenses $143 Total Fees & Expenses City of Seal Beach -3- August 14, 2020 lir,\■7■-M67 Sewer Rate Study Estimated Staff Hours/Costs City of Seal Beach Hours Tasks PD PM TR SC PO GD Support for Study Questions 3 2 Additional Assistance with Rate 1 Study Town Hall Additional Assistance with Public 1 Hearing General Support Total Estimated Meetings 1 Hours 0 5 0 Hourly Billing Rate $295 $240 $265 Total Professional Fees $0 $1,200 $0 YU - Sanjay Uaur, Vice I -resident PM - Steve Gagnon, Manager TR - Andrew Rheem, Sr. Manager PO - Melissa Elliott, Manager GD - Graphics Design SC - Staff Consultants Total Fees Total & Expenses 5 $1,140 1 $250 1 $250 1.25 1.25 $244 3.25 0 0 8.25 $185 $240 $175 $601 $0 $0 $1,601 Total Fees $1,801 Total Expenses $63 Total Fees & Expenses i�0� SEA('ec�9ti f� G� nyy AGENDA STAFF REPORT �1'',,C'QCIFORN�P'r DATE: March 22, 2021 TO: Honorable Mayor and City Council THRU: Jill R. Ingram, City Manager FROM: Philip L. Gonshak, Chief of Police SUBJECT: Seal Beach Police Department Purchase of Vigilant Solutions Fixed Automated License Plate Readers, Installed by Metro RF within the City of Seal Beach SUMMARY OF REQUEST: That the City Council adopt Resolution 7127: 1. Approving an agreement between the City of Seal Beach, Vigilant Solutions and Metro RF to purchase and install fixed automated license plate readers within the City of Seal Beach; and, 2. Authorizing the City Manager to execute the agreement and any necessary documents, amendments, and extensions on behalf of the City of Seal Beach. BACKGROUND AND ANALYSIS: During the 2019 — 2020 fiscal year budget process, the Seal Beach Police Department created a CIP project to provide funding for public safety technology improvements within the community, which was approved and incorporated into the budget. One of the proposed projects aims to increase police presence in and around the community through the use of fixed automated license plate readers (ALPR) located at the major ingress and egress points of the city. Staff identified those locations at Westminster Avenue at Apollo Drive, Westminster Avenue at Bolsa Chica Road, Seal Beach Blvd. at Bradbury Avenue, and Lampson Avenue at Tulip Street. The project seeks to install the fixed automated license plate readers in these intersections, via Vigilant Solutions and Metro RF. Vigilant Solutions owns and manages the single largest license plate recognition (LPR) data sharing initiative in the world, known as LEARN. LEARN consists of over 11 billion LPR scans and is growing at a rate of over 140 million monthly scans. This data consists largely of privately collected LPR data owned by Vigilant and made available for law enforcement consumption exclusively via the LEARN platform. Additionally, the LEARN platform is hosted by a secured facility that is Agenda Item K consistent with or greater than the FBI Criminal Justice Information System (FBI- CJIS) physical security location criteria, and Vigilant follows all guidelines provided by CJIS and abides by all laws regulating LPR to include California Senate Bills 34 & 54. Vigilant Solutions' LEARN applications have audit functions built in for an agency to view and audit user and transactional activity. The customer available audit functionality is consistent with those identified in the FBI-CJIS Security Policy. The law enforcement agency owns the data, controls who sees it, and controls how long it is kept on the server (when it is deleted). License plate reader data inherently contains no personal information and Vigilant Solutions develops and designs its enterprise system to be adherent with the FBI-CJIS Security Policy. It should be noted that the Seal Beach Police Department already uses Vigilant Solutions mobile ALPR system on two marked patrol vehicles and has found the system to be a beneficial tool in the location of stolen vehicles as well as critical missing persons with vehicles. However, the usefulness of the tool is limited due to the requirements that the vehicle must be mobile in the field and continuously monitored. The new fixed ALPR system will provide the information and results 24 hours a day, 7 days a week without requiring the officer to drive the vehicle around in the field and be compatible with the City's existing technology. The results will be relayed into dispatch, which can then provide the location, vehicle description, and last known direction to officers. Additionally, the system can assist in investigations when searching for suspect vehicles related to a crime that took place within the city. Vigilant Commercial Data is significant, producing about 640,000 records every 30 days in our area. In the same area, there are over 50 million records dating back to 2008. In addition, the City may access the nearly 11 billion nationwide LPR detections and over 2 billion detections in Southern California from Vigilant's Commercial Data. New records are cross referenced to the California Department of Justice (Cal -DOJ), National Crime Information Center (NCIC), and any other hotlists that are uploaded. This will allow the City to receive real time alerts within and outside of our jurisdiction on vehicles of interest. Additionally, the department will be able to view 18-22% of all vehicles nationwide within 30 days (based on the number of unique vehicles scanned nationwide each month versus the number of vehicles that are in the US). Lastly, the department will be able to use the data for investigative purposes, which has shown to be a crucial information source towards lead generation. The Vigilant Reaper High Definition (RHD) cameras, proposed for our installation, can scan black and yellow plates, paper plates, and improve the clarity of daytime and nighttime imaging. Vigilant Solutions is the only vendor to provide the ability to administer software updates to field -installed mobile LPR systems directly from the back-office. Software updates from Vigilant are made available to Agency Managers in LEARN and can then be pushed out to vehicles in the field via standard LEARN server -to - vehicle communications. This feature saves time for the agency in administering field software updates. Page 2 Vigilant Solutions is also the only LPR vendor that offers mobile LPR systems using a Digital Signal Processor (DSP). The DSP is designed for ruggedized mobile conditions and is resistant to failure due to shock and other adverse conditions commonly seen in a patrol vehicle. These are the same cameras used by the UASI Grant (Urban Area Security Initiative) which is maintained by the cities of Anaheim and Santa Ana. The UASI Grant will also supplement this purchase and has agreed to provide the City with four (4) additional cameras at no cost, allowing this project to remain within budget. These important LPR system features and functions are essential to the effective implementation of the LPR system in Seal Beach, and this system, with the necessary specifications, can only be obtained from one vendor, making this purchase exempt from bidding requirements under Seal Beach Municipal Code Section 3.20.025(8). Since the City already uses the Vigilant Solutions mobile ALPR system, the City qualifies for a discount on the purchase price of additional camera systems. It should be noted that Vigilant Solutions has also agreed to update the existing ALPR devices in patrol vehicles at a fraction of the retail cost. This means that through this contract the City will receive not only several fixed ALPR systems, but we will also receive two updated state of the art mobile ALPR systems to replace the older mobile ALPR system. If the City opted to use another company for this project, the cost of all new mobile ALPR would exceed the budgeted funds and would deliver subpar results by comparison. Lastly, Metro RF complies with prevailing wage laws and is an authorized installer for Vigilant Solutions. Metro RF will install the system alongside Vigilant Solutions to ensure the system functions properly and is the only vendor to meet the requirements for prevailing wages for this project. ENVIRONMENTAL IMPACT: There is no environmental impact related to this item. LEGAL ANALYSIS: The City Attorney has reviewed and approved as to form. FINANCIAL IMPACT: The cost of the fixed ALPR system from Vigilant Solutions is $211,162.10 while the prevailing wages installation cost is $82,345. The total project cost associated with these agreements is $293,507.10. As mentioned, this was previously budgeted as part of the FY 19/20 CIP Police Department Technology project. Due Page 3 to COVID-19 there were several delays in the process of obtaining the needed approvals from the City, Vigilant, and Metro RF to proceed. STRATEGIC PLAN: This item is applicable to the 3 -year Strategic Plan goal of Preserving Public Safety Services and objective for the installation of citywide license plate reader (LPR) program. MEASURE BB: This item is directly applicable to Measure BB, the Seal Beach Neighborhood and Essential Services Protection Measure as this item provides valuable tools to the Police Department to better serve the community with technology. RECOMMENDATION: That the City Council adopt Resolution 7127: 1. Approving an agreement between the City of Seal Beach, Vigilant Solutions and Metro RF to purchase and install fixed automated license plate readers within the City of Seal Beach; and, 2. Authorizing the City Manager to execute the agreement and any necessary documents, amendments and extensions on behalf of the City of Seal Beach. SUBMITTED BY: Philip Gonshak Philip L. Gonshak, Chief of Police NOTED AND APPROVED: Jill R. Ingram Jill R. Ingram, City Manager Prepared by: Michael Ezroj, Support Services Captain ATTACHMENTS: A. Resolution 7127 B. Vigilant Solutions — Professional Services Agreement C. Vigilant Solutions Project Quote D. Metro RF — Professional Services Agreement Page 4 RESOLUTION 7127 A RESOLUTION OF THE SEAL BEACH CITY COUNCIL APPROVING AN AGREEMENT BETWEEN VIGILANT SOLUTIONS, METRO RF, AND THE CITY OF SEAL BEACH FOR INSTALLATION OF FIXED LICENSE PLATES READERS; AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT AND ANY NECESSARY DOCUMENTS, AMENDMENTS, AND EXTENSIONS ON BEHALF OF THE CITY OF SEAL BEACH WHEREAS the City of Seal Beach will enter into agreement with Vigilant Solutions to provide equipment needed for fixed automated license plate readers at the major traffic points within the City. WHEREAS the City of Seal Beach will enter into agreement with Metro RF to install fixed automated license plate readers at the major traffic points within the City. WHEREAS the Seal Beach Police Department will use this tool to assist in the location of missing people, stolen vehicles, and the identification of suspect(s) as they enter or exit the City, and WHEREAS one of the qualified vendors for this technology project is Vigilant Solutions who is already providing services to the City of Seal Beach, Police Department with mobile license plate readers. Additionally, Vigilant is the only vendor that provides the LPR system with features the Seal Beach Police Department considers vital, THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE: Section 1. The Services Agreement between the City of Seal Beach and Vigilant Solutions attached hereto as Exhibit A (Agreement) is approved. Section 2. The Service Agreement between the City of Seal Beach and Metro RF attached hereto as Exhibit B (Agreement) is approved. Section 3. The City Manager is authorized to execute the Agreement on behalf of the City, along with any necessary documents, amendments or extensions thereto. PASSED, APPROVED AND ADOPTED by the Seal Beach City Council at a regular meeting held on the March 22, 2021 by the following vote: F-10:111111111111110i61.Pi ILYA[ai1107 NOES: Council Members ABSENT: Council Members ABSTAIN: Council Members Joe Kalmick, Mayor ATTEST: Gloria D. Harper, City Clerk STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7127 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 22nd day of March, 2021. Gloria D. Harper, City Clerk EQUIPMENT PURCHASE AGREEMENT FOR AUTOMATED LICENSE PLATE READERS between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 N. - Vigilant Vigilant Solutions, LLC 1152 Stealth Street Livermore, California 94551 925-398-2079 This Equipment Purchase Agreement for automated license plate readers ("the Agreement") is made as of February 8, 2021 (the "Effective Date"), by and between Vigilant Solutions, LLC ("Contractor"), a Delaware limited liability company, and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). RECITALS A. City has determined that it needs to purchase certain license plate reader ("ALPR") equipment for placement at City intersections (the "Project"). B. Pursuant to the authority provided by its City Charter and Seal Beach Municipal Code § 3.20.025(B), City desires to engage Contractor as a sole source vendor to provide specialized equipment and to install such equipment with the required Caltrans permits described in the Project Quotation, attached hereto as Exhibit "A" and incorporated in this reference, in the manner set forth herein and more fully described in Section 1.0. C. Contractor represents that the principal members of its firm have the specialized equipment desired by the City and are fully qualified to perform the Project contemplated by this Agreement in a good and professional manner; and it desires to perform the Project as provided herein. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1.0 Purchase for ALPR Equipment Contractor shall provide the equipment, including all machinery, equipment, items, parts, materials, labor or other services, including design, engineering and installation services, provided by Contractor as specified in Exhibit "A," ("Equipment") attached hereto and incorporated herein by reference. 2.0 Materials and Workmanship When Exhibit "A" specifies machinery, equipment or material by manufacturer, model or trade name, no substitution will be made without City's written approval. Machinery, equipment or material installed in the Equipment without the approval required by this Section 2 will be deemed to be defective material for purposes of Section 4. Where machinery, equipment or materials are referred to in Exhibit "A" as equal to any particular standard, City will decide the question of equality. When requested by City, Contractor will furnish City with the name of the manufacturer, the performance capabilities and other pertinent information necessary to properly determine the quality and suitability of any machines, equipment and material to be incorporated in the Equipment. 2 of 14 3.0 Inspections and Tests City shall have the right to inspect and/or test the Equipment prior to acceptance. If upon inspection or testing the Equipment or any portion thereof are found to be nonconforming, unsatisfactory, defective, of inferior quality or workmanship, or fail to meet any requirements or specifications contained in Exhibit "A," then without prejudice to any other rights or remedies, City may reject the Equipment or exercise any of its rights under Section 4.C. The inspection, failure to make inspection, acceptance of goods, or payment for goods shall not impair City's right to reject nonconforming goods, irrespective of City's failure to notify Contractor of a rejection of nonconforming goods or revocation of acceptance thereof or to specify with particularity any defect in nonconforming goods after rejection or acceptance thereof. 4.0 Warranty A. Contractor warrants that the Equipment will be of merchantable quality and free from defects in design, engineering, material and workmanship for a period of one (1) year from the date of shipment. Contractor further warrants that any services provided in connection with the Equipment will be performed in a professional and workmanlike manner and in accordance with the highest industry standards. B. Contractor further warrants that all machinery, equipment or process included in the Equipment will meet the performance requirements and specifications specified in Exhibit "A" and shall be fit for the purpose intended. City's inspection, testing, approval or acceptance of any such machinery, equipment or process will not relieve Contractor of its obligations under this Section 4.B. C. For any breach of the warranties contained in Section 4.A and Section 4.13 Contractor will, immediately after receiving notice from City, at the option of Contractor, and at Contractor's own expense and without cost to City: 1. Repair the defective Equipment; 2. Replace the defective Equipment with conforming Equipment, F.O.B. City's plant, office or other location of City where the Equipment was originally performed or delivered; or 3. Repay to City the purchase price of the defective Equipment. If repair or replacement is selected, any defects will be remedied without cost to City, All such defective Equipment that is so remedied will be similarly warranted as stated above, for the remainder of the warranty period. In addition, Contractor will repair or replace other items of the Equipment which 3 of 14 may have been damaged by such defects or the repairing of the same, all at its own expense and without cost to City. D. Contractor also warrants that the Equipment is free and clear of all liens and encumbrances whatsoever, that Contractor has a good and marketable title to same, and that Contractor owns or has a valid license for all of the proprietary technology and intellectual property incorporated within the Equipment. Contractor agrees to indemnify, defend and hold City harmless against any and all third party claims resulting from the breach or inaccuracy of any of the foregoing warranties. E. In the event of a breach by Contractor of its obligations under this Section 4 City will not be limited to the remedies set forth in this Section 4, but will have all the rights and remedies permitted by applicable law, including without limitation, all of the rights and remedies afforded to City under the California Commercial Code. 5.0 Prices Unless expressly provided otherwise, all prices and fees specified in Exhibit "A," attached hereto and incorporated herein by reference, are firm and shall not be subject to change without the written approval of City. No extra charges of any kind will be allowed unless specifically agreed to in writing by City's authorized representative. The total price shall include (i) all federal, state and local sales, use, excise, privilege, payroll, occupational and other taxes applicable to the Equipment furnished to City hereunder; and (ii) all charges for packing, freight and transportation to destination, except QuickShip charges described in Exhibit "A". 6.0 Payment A. For performing and completing the Project in accordance with this Agreement, City will pay Contractor in accordance with Exhibit "A" but in no event will the City pay more than the not -to -exceed amount of $211,162.10. Said amount shall constitute payment in full, including, without limitation, sales tax, labor, materials, equipment, tools and services used or incorporated in the Project, supervision, administration, overhead, expenses and any and all other things required, furnished or incurred for completion of the Project. B. Contractor shall submit to City invoices for all work rendered pursuant to this Agreement. Such invoices shall be submitted upon completion of the Project and shall describe in detail the particular Equipment delivered during the period, the days worked, number of hours worked, and the w performed for each day in the period. City will pay Contractor within 30 days of receiving Contractor's invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Contractor. 4 of 14 C. Upon 24-hour notice from City, Contractor shall allow City or City's agents or representatives to inspect at Contractor's offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Contractor in connection with this Agreement. City's rights under this Section shall survive for four (4) years following the termination of this Agreement. D. Additional Work. Any additional work authorized by the City Council and City Manager will be compensated in accordance with a fee arrangement agreed to by the Parties in writing. 7.0 Schedule for Delivery A. The time of Contractor's performance is of the essence for this Agreement. The Equipment shall be delivered within 60 days of the Effective Date of the Agreement. Contractor must immediately notify City in writing any time delivery is behind schedule or may not be completed on schedule. B. In the event that the Equipment is part of a larger project or projects that require the coordination of multiple contractors or suppliers, then Contractor will fully cooperate in scheduling the delivery so that City can maximize the efficient completion of such project(s). 8.0 Taxes A. Contractor agrees to timely pay all sales and use tax (including any value added or gross receipts tax imposed similar to a sales and use tax) imposed by any federal, state or local taxing authority on the ultimate purchase price of the Equipment provided under this Agreement. B. Contractor will withhold, and require its subcontractors, where applicable, to withhold all required taxes and contributions of any federal, state or local taxing authority which is measured by wages, salaries or other remuneration of its employees or the employees of its subcontractors. Contractor will deposit, or cause to be deposited, in a timely manner with the appropriate taxing authorities all amounts required to be withheld. C. All other taxes, however denominated or measured, imposed upon the price of the Equipment provided hereunder, will be the responsibility of Contractor. In addition, all taxes assessed by any taxing jurisdiction based on Contractor property used or consumed in the provision of the Equipment such as and including ad valorem, use, personal property and inventory taxes will be the responsibility of Contractor. D. Contractor will, upon written request, submit to City written evidence of any filings or payments of all taxes required to be paid by Contractor hereunder. 5 of 14 9.0 Subcontracts Unless otherwise specified, Contractor must obtain City's written permission before subcontracting any portion of the Equipment. Except for the insurance requirements in Section 21, all subcontracts and orders for the purchase or rental of supplies, materials or equipment, or any other part of the Equipment, will require that the subcontractor be bound by and subject to all of the terms and conditions of the Agreement. No subcontract or order will relieve Contractor from its obligations to City, including, but not limited to Contractor's insurance and indemnification obligations. No subcontract or order will bind City. 10.0 Title and Risk of Loss Unless otherwise agreed, City will have title to, and risk of loss of, all completed and partially completed portions of the Equipment upon delivery, as well as materials delivered to and stored on City property which are intended to become apart of the Equipment. However, Contractor will be liable for any loss or damage to the Equipment and/or the materials caused by Contractor or its subcontractors, their agents or employees, and Contractor will replace or repair said Equipment or materials at its own cost to the complete satisfaction of City. Notwithstanding the foregoing, in the event that the City has paid Contractor for all or a portion of the Equipment which remains in the possession of Contractor, then City shall have title to, and the right to take possession of, such Equipment at any time following payment therefor. Risk of loss for any Equipment which remains in the possession of Contractor shall remain with Contractor until such Equipment has been delivered or City has taken possession thereof. Contractor will have risk of loss or damage to Contractor's property used in the construction of the Equipment but which does not become a part of the Equipment. 11.0 Termination A. This Agreement may be terminated by City, without cause, or by Contractor based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination. B. This Agreement may be terminated by City upon 10 days' notice to Contractor if Contractor, upon request by City, fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement. 12.0 Party Representatives A. The City Manager is the City's representative for purposes of this Agreement. 6 of 14 B. Daniel Ramsden is the Contractor's primary representative for purposes of this Agreement and shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Work hereunder. Contractor may not change its representative without the prior written approval of City, which approval shall not be unreasonably withheld. 13.0 Notices A. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses: To City: City of Seal Beach 211 -8th Street Seal Beach, California 90740 Attn: City Manager To Contractor: Daniel Ramsden Vigilant Solutions Livermore, California 94551 B. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 14.0 Independent Contractor A. Contractor is an independent contractor and not an employee of the City. All work or other Work provided pursuant to this Agreement shall be performed by Contractor or by Contractor's employees or other personnel under Contractor's supervision, or a subcontractor, and Contractor shall ensure those performing the work shall possess the qualifications, permits, and licenses required by State and local law to perform such Work, including, without limitation, a City of Seal Beach business license as required by the Seal Beach Municipal Code. Contractor will determine the means, methods, and details by which Contractor's personnel will perform the Work. Contractor shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Work and compliance with the customary professional standards. B. All of Contractor's employees and other personnel performing any of the Work under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor's exclusive direction and control. Contractor and Contractor's personnel shall not supervise any of City's employees; and City's employees shall not supervise Contractor's personnel. Contractor's personnel shall not wear or display any City uniform, badge, 7 of 14 identification number, or other information identifying such individual as an employee of City; and Contractor's personnel shall not use any City e-mail address or City telephone number in the performance of any of the Work under this Agreement. Contractor shall acquire and maintain at its sole cost and expense such vehicles, equipment and supplies as Contractor's personnel require to perform any of the work required by this Agreement. C. Contractor shall be responsible for and pay all wages, salaries, benefits and other amounts due to Contractor's personnel in connection with their performance of any Work under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, State, or federal policy, rule, regulation, statute or ordinance to the contrary, Contractor and any of its officers, employees, agents, and subcontractors providing any of the Work under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System ("PERS") as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits. D. Contractor shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Contractor's personnel practices. or to the extent arising from, caused by or relating to the violation of any of the provisions of this Section. In addition to all other remedies available under law, City shall have the right to offset against the amount of any fees due to Contractor under this Agreement any amount due to City from Contractor as a result of Contractor's failure to promptly pay to City any reimbursement or indemnification arising under this Section. This duty of indemnification is in addition to Contractor's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. E. Survival. The provisions of this Section 14.0 shall survive the expiration or termination of this Agreement. 15.0 PERS Compliance and Indemnification A. General Requirements. The Parties acknowledge that City is a local agency member of PERS, and as such has certain pension reporting and contribution obligations to PERS on behalf of qualifying employees. Contractor agrees that, in providing its employees and any other personnel to City to perform any work or other Work under this Agreement, Contractor shall assure compliance with the Public Employees' Retirement Law, commencing at Government Code 8 of 14 § 20000, the regulations of PERS, and the Public Employees' Pension Reform Act of 2013, as amended. Without limitation to the foregoing, Contractor shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the applicable retirement laws and regulations. B. Indemnification. Contractor shall defend (with legal counsel approved by City, whose approval shall not be unreasonably withheld), indemnify and hold harmless City, and its City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Contractor's violation of any provisions of this Section 9.0. This duty of indemnification is in addition to Contractor's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. 16.0 Confidentiality Except for documents Contractor provides to similarly situated customers, Contractor covenants that all data, documents, discussion, or other information developed or received by Contractor or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Contractor without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. All City data shall be returned to City upon the termination of this Agreement. Contractor's covenant under this Section shall survive the termination of this Agreement. 17.0 Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of the City. Contractor is fully responsible to City for the performance of any and all subcontractors. 18.0 Assignment Except for an assignment to Motorola Solutions, Inc, parent company of Contractor, Contractor shall not assign or transfer any interest in this Agreement or the performance of any of Contractor's obligations hereunder, whether by assignment or novation, without the prior written consent of City. Any purported assignment without such consent shall be void and without effect. 19.0 Inspection and Audit of Records Contractor shall maintain complete and accurate records with respect to all Work and other matters covered under this Agreement, including but expressly not limited to, all Work performed, salaries, wages, invoices, time cards, cost control 9 of 14 sheets, costs, expenses, receipts and other records with respect to this Agreement. Contractor shall maintain adequate records on the Work provided in sufficient detail to permit an evaluation of all Work in connection therewith. All such records shall be clearly identified and readily accessible. At all times during regular business hours, Contractor shall provide City with free access to such records, and the right to examine and audit the same and to make copies and transcripts as City deems necessary, and shall allow inspection of all program data, information, documents, proceedings and activities and all other matters related to the performance of the Work under this Agreement. Contractor shall retain all financial and program service records and all other records related to the Work and performance of this Agreement for at least four (4) years after expiration, termination or final payment under this Agreement, whichever occurs later. City's rights under this Section 19.0 shall survive for four (4) years after expiration, termination or final payment under this Agreement, whichever occurs later. 20.0 Safety Requirements All work performed under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards outlined by CAL OSHA. The City may issue restraint or cease and desist orders to Contractor when unsafe or harmful acts are observed or reported relative to the performance of the Work. Contractor shall maintain the work sites free of hazards to persons and property resulting from its operations. Contractor shall immediately report to the City any hazardous condition noted by Contractor. Contractor shall be responsible for and shall provide and maintain all required guards, railings, lights and warning signs and shall take all precautions to avoid injury or damage to any person or property and shall protect and indemnify the City against any claim or liability arising from or based on the lack of proper safeguards or negligence whether by himself or his agents, employees or subcontractors. Contractor shall protect all Work, materials and equipment from damage from any cause whatsoever, and provide adequate and proper storage facilities during the progress of the Work. Contractor shall provide for the safety and good condition of all Work until final acceptance of the Work by the City and replace all damaged or defective work, materials and equipment before requesting final acceptance. Contractor shall exercise diligence to avoid damage to sprinkler piping, valves, trees, planting, turf, etc., in addition to buildings, structures, pavement, fences and footings. Any required tree branch trimming or removal shall be brought to the attention of the City promptly and will be performed by City personnel. Any damage to private property shall be repaired at the sole expense of the Contractor. 21.0 Insurance 10 of 14 A. Liability Insurance. Contractor shall procure and maintain in full force and effect for the duration of this Contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the services hereunder by Contractor, and its agents, representatives, employees and subcontractors. The policy limits set forth below do not act as a limitation upon the amount of indemnification to be provided by Contractor. B. Scope of Insurance. Unless otherwise approved by City, coverage shall be at least as broad as: 1 Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). 2 Insurance Services Office form number CA 0001) covering Automobile Liability, code 1 (any auto). 3 Insurance Services Office form number CG 20 10 11 85 covering Additional Insured—Owners, Lessees or Contactors. 4 If Contractor is also the manufacturer of any equipment included in the Equipment, Contractor shall carry Product Liability and/or Cyber Technology Errors and Omissions which covers said equipment with limits of One Million Dollars ($1,000,000) per claim and Two Million Dollars ($2,000,000) general aggregate. A. Limits of Insurance. Contractor shall maintain the following limits: 1. General Liability: $2,000,000 per occurrence and $4,000,000 in the aggregate for bodily injury, personal injury and property damage. 2. Automobile Liability: $2,000,000 per occurrence for bodily injury and property damage. 3. Employer's Liability: $1,000,000 per occurrence and in the aggregate for bodily injury or disease; and Workers' Compensation Insurance in the amount required by law. 4. Cyber Security & Privacy Liability Insurance: A policy or policies of Cyber Liability Insurance with minimum limits of One Million Dollars ($1,000,000) per claim and Two Million Dollars ($2,000,000) general aggregate. Consultant agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed. B. Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: 11 of 14 1. City, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of City officials, are to be covered as additional insureds as respects: liability arising out of activities performed by or on behalf of Contractor; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or automobiles owned, leased, hired or borrowed by Contractor. 2. Except to the extent any claims arise out of the negligence or willful misconduct of the City, for any claims related to this Contract, Contractor's insurance coverage shall be primary insurance as respects City, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of City officials. Any insurance or self-insurance maintained by City, their officers, officials, employees, designated volunteers or agents serving as independent contractors in the role of City officials shall be excess of Contractor's insurance and shall not contribute with it. 3. Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 4. Each insurance policy required by this Section shall be endorsed to state that coverage shall not be canceled without 30 days prior written notice to City. 5. Each insurance policy, except for any professional liability policy, required by this Section shall expressly waive the insurer's right of subrogation against City and its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of City or agency officials except to the extent such claims arise out of the negligence or willful misconduct of the City. C. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A -:VIII unless waived in writing by City's Risk Manager. D. Verification of Coverage. All insurance coverages shall be confirmed by execution of endorsements on forms approved by the City; such approval not to be unreasonably withheld. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by City before services commence. E. Freight. Contractor shall ensure that third party shippers contracted by Contractor have adequate insurance coverage for the shipped Equipment. 22.0 Indemnification, Hold Harmless, and Duty to Defend 12 of 14 A. To the fullest extent permitted by law, Contractor shall, at its sole cost and expense, defend, hold harmless and indemnify City and its elected officials, officers, employees, successors, assigns (collectively "Indemnitees"), from and against any and all third party claims for damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens, and losses of any nature whatsoever (collectively "Liabilities"), in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Contractor, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Contractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Liabilities to the extent due to the negligence or willful misconduct of the Indemnitees, as determined by judicial decision or by the agreement of the Parties. Contractor's shall defend and indemnify upon City promptly notifying Contractor in writing, Contractor shall have sole control of the defense of the suit and all negotiations for its settlement or compromise. City shall provide cooperation. Contractor shall pay all required taxes on amounts paid to Contractor under this Agreement, and indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Contractor shall fully comply with the workers' compensation law regarding Contractor and Contractor's employees. Contractor shall indemnify and hold City harmless from any failure of Contractor to comply with applicable workers' compensation laws. City may offset against the amount of any fees due to Contractor under this Agreement any amount due to City from Contractor as a result of Contractor's failure to promptly pay to City any reimbursement or indemnification arising under this Section). B. Civil Code Exception. Nothing in this Section 22.0 shall be construed to encompass Indemnitees' sole negligence or willful misconduct to the limited extent that the underlying Agreement is subject to Civil Code Section 2782(a) or the City's active negligence to the limited extent that the underlying Contract Documents are subject to Civil Code Section 2782(b), provided such sole negligence, willful misconduct or active negligence is determined by agreement between the parties or by the findings of a court of competent jurisdiction. C. Bid Protests. In addition to its obligations pursuant to Section 22.A, Contractor shall reimburse City for all attorneys' fees and costs incurred by City in connection with, arising out of, or incident to any bid protest. D. City's Sole Negligence. Nothing in Section 22.A shall be construed to require Contractor to indemnify Indemnitees for that portion of any Claim to the extent arising from the sole negligence or willful misconduct of the Indemnitees. E. Nonwaiver of Rights. Indemnitees do not, and shall not, waive any rights that they may possess against Contractor because of the acceptance by 13 of 14 City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. F. Waiver of Right of Subrogation. Contractor, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation against the Indemnitees, while acting within the scope of their duties, from all claims, losses, and liabilities arising out of or incident to activities or operations performed by or on behalf of the Indemnitor G. Insurance Not Limiting. The obligations of Contractor under this or any other provision of this Agreement shall not be limited by the provisions of any workers' compensation act or similar act. Contractor expressly waives any statutory immunity under such statutes or laws as to the Indemnitees. H. Except for personal injury, death or damage to tangible property, Vigilant's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, indemnification, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of the Equipment, Software, or services with respect to which losses or damages are claimed. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT VIGILANT WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE OF THE EQUIPMENT OR SOFTWARE, OR THE PERFORMANCE OF SERVICES BY VIGILANT PURSUANT TO THIS AGREEMENT. This limitation of liability provision survives the expiration or termination of the Agreement and applies notwithstanding any contrary provision. No action for contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more than one (1) year after the accrual of the cause of action, except for money due upon an open account. I. Survival. The provisions of this Section 22.0 shall survive the expiration or termination of this Agreement and are in addition to any other rights or remedies that Indemnitees may have under the law. Payment is not required as a condition precedent to an Indemnitee's right to recover under this indemnity provision, and an entry of judgment against Contractor shall be conclusive in favor of the Indemnitee's right to recover under this indemnity provision. 23.0 Liens A. Contractor, subcontractors and suppliers will not make, file or maintain a mechanic's or other lien or claim of any kind or character against the Equipment, for or on account of any labor, materials, fixtures, tools, machinery, equipment, or any other things furnished, or any other work done or performance 14 of 14 given under, arising out of, or in any manner connected with the Agreement (such liens or claims referred to as "Claims"); and Contractor, subcontractor and suppliers expressly waive and relinquish any and all rights which they now have, or may subsequently acquire, to file or maintain any Claim and Contractor, subcontractor and suppliers agree that this provision waiving the right of Claims will be an independent covenant. B. Contractor will save and hold City harmless from and against any and all Claims that may be filed by a subcontractor, supplier or any other person or entity and Contractor will, at its own expense, defend any and all actions based upon such Claims and will pay all charges of attorneys and all costs and other expenses arising from such Claims. 24.0 Equal Opportunity Contractor affirmatively represents that it is an equal opportunity employer. Contractor shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation, or age. Such non-discrimination includes, but is not limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. 25.0 Workers' Compensation Labor Code Sections 1860 and 3700 provide that every contractor will be required to secure the payment of compensation to its employees. In accordance with the provisions of Labor Code Section 1861, by signing this Contract, the Contractor certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the Work of this Contract." 26.0 Entire Agreement This Agreement, including any other documents incorporated herein by specific reference, contains the entire and integrated agreement between Contractor and City with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both Parties. 15 of 14 27.0 Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 28.0 Titles and Headings The titles and headings used in this Agreement are for convenience only and shall in no way define, limit or describe the scope or intent of this Agreement or any part of it. 29.0 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California, with venue in Orange County, California. 30.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. 31.0 Non -Waiver of Terms, Rights and Remedies. Waiver by either party of any one or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement. In no event shall the making by City of any payment to Contractor constitute or be construed as a waiver by City of any breach of covenant, or any default which may then exist on the part of Contractor, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default. 32.0 Prohibited Interests; Conflict of Interest A. Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Work, or which would conflict in any manner with the performance of the Work. Contractor further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Contractor shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Work. Contractor shall not accept any employment or representation during the term of this Agreement which is or may likely make Contractor "financially interested" (as provided in California Government Code §§ 1090 and 87100) in any decision made by City on any matter in connection with which Contractor has been retained. B. Contractor further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working 16 of 14 exclusively for Contractor, to solicit or obtain this Agreement. Nor has Contractor paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Contractor, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Contractor hereunder the full amount or value of any such fee, commission, percentage or gift. C. Contractor warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, non -contractual, financial, proprietary, or otherwise, in this transaction or in the business of Contractor, and that if any such interest comes to the knowledge of Contractor at any time during the term of this Agreement, Contractor shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this subsection. 33.0 Attorneys' Fees If either party to this Agreement commences an action or proceeding against the other party, either legal, administrative or otherwise, to enforce or interpret the provisions of this Agreement, the prevailing party in such action or proceeding shall be entitled to have and recover from the losing party all of its reasonable attorneys' fees and other reasonable costs incurred in connection therewith. 34.0 Interpretation In the event of any asserted ambiguity in, or dispute regarding the interpretation of any matter herein, the interpretation of this Agreement shall not be resolved by any rules of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the party who drafted the Agreement or who drafted that portion of the Agreement. 35.0 Exhibits All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 36.0 Corporate Authority The person executing this Agreement on behalf of Contractor warrants that he or she is duly authorized to execute this Agreement on behalf of said party and that 17 of 14 by his or her execution, the Contractor is formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OF SEAL BEACH IS Attest: : Jill R. Ingram, City Manager Gloria D. Harper, City Clerk Approved as to For By: - raig A. Steele, City Attorney 18 of 14 VIGILANT SOLUTIONS, LLC By: Name: Eli*eth Heintzman Its: Director of Sales By: X%� A -e && Name: Nick Kister ItS: Western Area Sales Manager (Please note, two signatures required for corporations pursuant to California Corporations Code Section 313.) EXHIBIT A Contractor's Project Quotation (Attached) VIGILANT S O L U T 1 D N S Quote For: Seal Beach Police Department Attn: Nicholas Nicholas Reference: Fixed Project (no install), plus Mobile Swap Quote By: Vigilant Solutions, LLC Daniel Ramsden Date: 11-10-20 Be Smart. Be Safe. Be Vigilant. \'O'VISILANT Vigilant Solutions, LLC 1152 Stealth Street Description (16) VSF-025-RHD M01OAC#oLA SOLUTJDA+ Livermore, California 94551 Camera Cable - Standard ReaperHD Camera S D L-U T I ❑ N S Hardware: (P) 925-398-2079 (F) 925-398-2113 • Dual -lens camera with infrared LEDs for plate illumination up to 75' capture distance Issued To: Seal Beach Police Department - Attention: Nicholas Nicholas Date: 11-10-20 Project Name: Fixed Project (no install), plus Mobile Swap Quote ID: DAR-1321-09 PROJECT QUOTATION We at Vigilant Solutions, LLC are pleased to quote the following systems for the above referenced project: Qty Item # Description (16) VSF-025-RHD Vigilant Fixed LPR ReaperHD Camera with Sun Shield - 25mm Lens with Camera Cable - Standard ReaperHD Camera Hardware: • Dual -lens camera with infrared LEDs for plate illumination up to 75' capture distance • Camera housing with included sunshield is IP67 rated for reliable use in varied weather conditions • 30' camera cable included Software: • Direct connect to Vigilant's nationally hosted LEARN LPR data server o Includes CarDetector LPR software for local server hosting • LPR vehicle license plate scanning / real time alerting o Full suite of LPR tools including data analytics (7) BCAV1 F2 -C600 Vigilant Fixed Camera Communications Box • Manages power and communications for up to four (4) Vigilant fixed LPR cameras • Includes modem for communication with cellular carriers o SIM Card not included (16) VS -FX -UNI -POLE- Fixed LPR Camera Bracket WALL-BRKT_REV_B . Pole or Wall Mount- UPR ARM ASSY POLE & WALL MOUNT BLK REV B UPR ARM ASSY POLE & WALL MOUNT BLK (16) REAPERHD- ReaperHD Camera Cable - 60 FT CAMERA -CABLE- . For use with ReaperHD cameras only 60FT (1) Mobile LPR SYS -1 Mobile LPR 4 -Camera Reaper High -Definition System CDM-4-2234RHD Hardware: • Qty=2 8mm lens package • Qty=1 12mm lens package • Qty=1 16mm lens package • VLP-5200 Processing Unit rage 2 of 3 Page 3 of 3 • Wiring harness w/ ignition control (Direct to Battery) o Single point power connection • Field installed GPS antenna Software: CarDetector Mobile LPR software application for MDC unit o LPR vehicle license plate scanning / real time alerting o Full suite of LPR tools including video tool set (1) Mobile LPR SYS -2 Mobile LPR 3 -Camera Reaper High -Definition System (Expandable to 4 Cams) CDM -3 -234 -RHD Hardware: • Qty=1 8mm lens package • Qty=1 12mm lens package • Qty=1 16mm lens package • VLP-5200 Processing Unit • Wiring harness w/ ignition control (Direct to Battery) o Single point power connection • Field installed GPS antenna Software: CarDetector Mobile LPR software application for MDC unit o LPR vehicle license plate scanning / real time alerting o Full suite of LPR tools including video tool set (2) VS -LBB -02-E LPR Camera Mounting Brackets - Light Bar Mounting Style - Complete Set • LPR Camera Mounting Bracket - Rooftop under light bar • Compatible with most Whelen, Code3, TOMAR, Federal Signal, Arjent S2 Light Bars • Mounts up to four (4) LPR cameras (1) VSBSCSVC-02 Vigilant LPR Basic Service Package for Hosted/Managed LPR Deployments • Managed/hosted server account services by Vigilant o Includes access to all LEARN or Client Portal and CarDetector software updates • Priced per camera per year for 15-30 total camera units • Requires new/existing Enterprise Service Agreement (ESA) (1) TAS -UL Target Alert Service - LPR Alert Delivery Software - Unlimited User • Real Time LPR notification and mapping software sends LPR alerts to any in - network PC • Send Alerts over any communication protocol including LAN, WAN, internet wireless, etc. Server Client software compatible with all Vigilant CDFS applications (18) SSU -SYS -COM Vigilant System Start Up & Commissioning of'In Field' LPR system • Vigilant technician to visit customer site • Includes system start up, configuration and commissioning of LPR system • Applies to mobile (1 System) and fixed (1 Camera) LPR systems Page 3 of 3 (1) VS-TRVL-01 Vigilant Travel via Client Site Visit • Vigilant certified technician to visit client site • Includes all travel costs for onsite support services (16) VS-SHP-02 Vigilant Shipping Charges • Applies to each fixed camera LPR System • Shipping Method is FOB Shipping (2) VS-SHP-01 Vigilant Shipping Charges • Applies to each Mobile LPR System • Shipping Method is FOB Shipping (1) Deinstall/Installation Deinstallation and installation of mobile units (1) Sales Tax 8.75% sales tax on hardware Subtotal Price $211,162.10 Quote Notes: 1. All prices are quoted in USD and will remain firm and in effect for 60 days. 2. Orders requiring immediate shipment may be subject to a 15% QuickShip fee. 3. No permits, start-up, installation, and or service included in this proposal unless explicitly stated above. 4. Software is manufactured under strict Vigilant Solutions standard. 5. Compliance to local codes neither guaranteed nor implied. 6. All orders subject to credit acceptance by Vigilant Solutions management. 7. This Quote is provided per our conversation & details given by you - not in accordance to any written specification. 8. This Quote does not include anything outside the above stated bill of materials. 9. Quote assumes 120 constant power is easily accessible. 10. Quote assumes network is easily accessible or Sims cards will be furnished by customer. 11. Work performed between 8-5 M -F. 12. Price assumes there is available conduit space to run cables and conductors. 13. Price assumes the attached Traffic Control Drawing is acceptable. Any additional drawings required will be additional and quoted upon request. 14. Extra permits and any related costs are the responsibility of the customer. 15. Sales tax included. 16. Installation not included for fixed cameras. 17. This quote reflects the Vigilant swap out campaign. Discounts applied. Quoted by: Daniel Ramsden - 925-398-2079 - daniel.ramsden@vigilantsolutions.com Total Price $211,162.10 Page 4 of 3 PROFESSIONAL SERVICES AGREEMENT Between City of Seal Beach 211 8th Street Seal Beach, CA 90740 and Metro R.F. Services, Inc. 2555 W. Via La Palma Anaheim, CA 92801 (800) 966-0050 This Professional Service Agreement ("the Agreement") is made as of February 8th 2021 (the "Effective Date"), by and between Metro R.F. Services, Inc. ("Consultant"), a California corporation, and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). S7296-0001 \2494317v1.doc RECITALS A. City desires certain professional services. B. Consultant represents that it is qualified and able to provide City with such services. C. Pursuant to the authority provided by its City Charter and Seal Beach Municipal Code § 3.20.025(C), City desires to engage Consultant to provide professional camera installation services in the manner set forth herein and more fully described in Section 1.0. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1.0 Scope of Services 1.1. Consultant shall provide those services ("Services") set forth in Consultant's Proposal attached Exhibit A, which is hereby incorporated by this reference. To the extent that there is any conflict between Exhibit A and this Agreement, this Agreement shall control. 1.2. Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City. 1.3. In performing this Agreement, Consultant shall comply with all applicable provisions of federal, state, and local law. 1.4. As a material inducement to City to enter into this Agreement, Consultant hereby represents that it has the experience necessary to undertake the Services to be provided. In light of such status and experience, Consultant hereby covenants that it shall follow the customary professional standards in performing all Services. The City relies upon the skill of Consultant, and Consultant's staff, if any, to do and perform the Services in a skillful, competent, and professional manner, and Consultant and Consultant's staff, shall perform the Services in such manner. Consultant shall, at all times, meet or exceed any and all applicable professional standards of care. The acceptance of Consultant's work by the City shall not operate as a release of Consultant from such standard of care and workmanship. 1.5. Consultant will not be compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing. The City Manger may authorize extra work to fund 2of18 S7296-0001 \2494317v1.doc unforeseen conditions up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization. 2.0 Term This term of this Agreement shall commence as of the Effective Date and shall continue for a term of one year unless previously terminated as provided by this Agreement. 3.0 Consultant's Compensation 3.1. For performing and completing the Services in accordance with this Agreement, City will pay Consultant in accordance with Exhibit A, but in no event will the City pay more than the not -to -exceed amount of $82,345.00. Said amount shall constitute payment in full for all Services performed hereunder, including, without limitation, all Caltrans permitting costs, sales tax, labor, materials, equipment, tools and services used or incorporated in the Services, supervision, administration, overhead, expenses and any and all other things required, furnished or incurred for completion of the Services. City shall make payments to Consultant on account of the contract sum upon completion of the Services, in the manner, and upon the conditions specified in this Agreement. 3.2. Any additional work authorized by the City pursuant to Section 1.5 will be compensated in accordance with the fee schedule set forth in Exhibit A, or as otherwise agreed to by the Parties in writing. 4.0 Method of Payment 4.1. Consultant shall submit to City monthly invoices for all services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the services were rendered and shall describe in detail the services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the services performed for each day in the period. City will pay Consultant within 30 days of receiving Consultant's invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Consultant. 4.2. Upon 24-hour notice from City, Consultant shall allow City or City's agents or representatives to inspect at Consultant's offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement. City's rights under this Section 4.2 shall survive for four (4) years following the termination of this Agreement. 3of18 S7296-0001 \2494317v1.doc 5.0 Termination 5.1. This Agreement may be terminated by City, without cause, or by Consultant based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination. 5.2. This Agreement may be terminated by City upon 10 days' notice to Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 6.0 Party Representatives 6.1. City Manager is the City's representative for purposes of this Agreement. 6.2, Ben Serfehnia (Presindet) is the Consultant's primary representative for purposes of this Agreement. 7.0 Notices 7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses: To City: City of Seal Beach 211 8th Street Seal Beach, California 90740 Attn: City Manager To Consultant: Metro RF 2555 W. Via La Palma Anaheim CA 92801 Attn: Ben Sarfehnia 7.2 Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.0 Independent Consultant 8.1. Consultant is an independent Consultant and not an employee of the City. All work or other Services provided pursuant to this Agreement shall be performed by Consultant or by Consultant's employees or other personnel under Consultant's supervision, and Consultant and all of Consultant's personnel shall possess the qualifications, permits, and licenses required by State and local law 4 of 18 S7296-0001 \2494317v1.doc to perform such Services, including, without limitation, a City of Seal Beach business license as required by the Seal Beach Municipal Code. Consultant will determine the means, methods, and details by which Consultant's personnel will perform the Services. Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the customary professional standards. 8.2. All of Consultant's employees and other personnel performing any of the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant and Consultant's personnel shall not supervise any of City's employees; and City's employees shall not supervise Consultant's personnel. Consultant's personnel shall not wear or display any City uniform, badge, identification number, or other information identifying such individual as an employee of City; and Consultant's personnel shall not use any City e-mail address or City telephone number in the performance of any of the Services under this Agreement. Consultant shall acquire and maintain at its sole cost and expense such vehicles, equipment and supplies as Consultant's personnel require to perform any of the Services required by this Agreement. Consultant shall perform all Services off of City premises at locations of Consultant's choice, except as otherwise may from time to time be necessary in order for Consultant's personnel to receive projects from City, review plans on file at City, pick up or deliver any work product related to Consultant's performance of any Services under this Agreement, or as may be necessary to inspect or visit City locations and/or private property to perform such Services. City may make a computer available to Consultant from time to time for Consultant's personnel to obtain information about or to check on the status of projects pertaining to the Services under this Agreement. 8.3. Consultant shall be responsible for and pay all wages, salaries, benefits and other amounts due to Consultant's personnel in connection with their performance of any Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, State, or federal policy, rule, regulation, statute or ordinance to the contrary, Consultant and any of its officers, employees, agents, and subconsultants providing any of the Services under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System ("PERS") as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits. 5of18 S7296-0001 \2494317v1.doc 8.4. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent Consultants in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Consultant's personnel practices. or to the extent arising from, caused by or relating to the violation of any of the provisions of this Section 9.0. In addition to all other remedies available under law, City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section. This duty of indemnification is in addition to Consultant's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. 8.5. The provisions of this Section 8.0 shall survive the expiration or termination of this Agreement. 9.0 Subconsultants No portion of this Agreement shall be subcontracted without the prior written approval of the City. Consultant is fully responsible to City for the performance of any and all subconsultants. 10.0 PERS Compliance and Indemnification 10.1. General Requirements. The Parties acknowledge that City is a local agency member of PERS, and as such has certain pension reporting and contribution obligations to PERS on behalf of qualifying employees. Consultant agrees that, in providing its employees and any other personnel to City to perform any work or other Services under this Agreement, Consultant shall assure compliance with the Public Employees' Retirement Law, commencing at Government Code § 20000, the regulations of PERS, and the Public Employees' Pension Reform Act of 2013, as amended. Without limitation to the foregoing, Consultant shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the applicable retirement laws and regulations. 10.2. Indemnification. Consultant shall defend (with legal counsel approved by City, whose approval shall not be unreasonably withheld), indemnify and hold harmless City, and its City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent Consultants in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Consultant's violation of any provisions of this Section 10.0. This duty of 6of18 S7296-0001 \24943170 .doc indemnification is in addition to Consultant's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. 11.0 Confidentiality Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. All City data shall be returned to City upon the termination of this Agreement. Consultant's covenant under this Section shall survive the termination of this Agreement. 12.0 Assignment Consultant shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of City. Any purported assignment without such consent shall be void and without effect. 13.0 Safety Requirements All work performed under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards outlined by CAL OSHA. The City may issue restraint or cease and desist orders to Consultant when unsafe or harmful acts are observed or reported relative to the performance of the Work. Consultant shall maintain the work sites free of hazards to persons and property resulting from its operations. Consultant shall immediately report to the City any hazardous condition noted by Consultant. Consultant shall be responsible for and shall provide and maintain all required guards, railings, lights and warning signs and shall take all precautions to avoid injury or damage to any person or property and shall protect and indemnify the City against any claim or liability arising from or based on the lack of proper safeguards or negligence whether by himself or his agents, employees or subcontractors. Consultant shall protect all Work, materials and equipment from damage from any cause whatsoever, and provide adequate and proper storage facilities during the progress of the Work. Consultant shall provide for the safety and good condition of all Work until final acceptance of the Work by the City and replace all damaged or defective work, materials and equipment before requesting final acceptance. Consultant shall exercise diligence to avoid damage to sprinkler piping, valves, trees, planting, turf, etc., in addition to buildings, structures, pavement, fences and footings. Any required tree branch trimming or removal shall be brought to the attention of the City promptly and will be performed by City personnel. Any 7of18 S7296-0001 \2494317v1.doc damage to private property shall be repaired at the sole expense of the Consultant. 14.0 Insurance 14.1. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that Consultant has secured all insurance required under this Section. Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements shall be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 14.2. Consultant shall, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and, if required by the City, (3) Professional Liability. Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Professional Liability: $1,000,000 per claim/aggregate. 14.3. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to state: (1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to the City; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, (3) coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage and that S7296-0001 \2494317v1.doc any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it; (4) for general liability insurance, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (5) for automobile liability, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible. 14.4. All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers. 14.5. Any deductibles or self-insured retentions shall be declared to and approved by the City. Consultant guarantees that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its directors, officials, officers, employees, agents, and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 15.0 Indemnity 15.1.To the fullest extent permitted by law, the Consultant shall, at its sole cost and expense, protect, defend, indemnify, and hold City, its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent Consultants in the role of City officials (collectively "Indemnitees" in this Section) free and harmless from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, bid protests, stop notices, suits, judgments, penalties, liens and losses of any nature whatsoever, including fees of accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all consequential damages (individually, a "Claim", collectively "Claims"), in law or equity, whether actual, alleged or threatened, in any manner arising out of, pertaining to, or relating to the acts or omissions, or willful misconduct, of Consultant, and/or its directors, officers, agents, servants, employees, subconsultants, materialmen, suppliers, or Consultants, or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Claims arising from the sole negligence or willful misconduct of Indemnitees, as determined by final arbitration or court decision or by the agreement of the 9of18 S7296-0001 \24943170 .doc Parties. Further, Consultant shall appoint competent defense counsel, at Consultant's own cost, expense and risk, to defend any and all such suits, actions or other legal proceedings of every kind arising out of or incident to the performance of the Contract that may be brought or instituted against Indemnitees. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or the other Indemnitees in any such suit, action, or other legal proceeding arising out of or incident to the performance of the Contract. Consultant shall reimburse City and the other Indemnitees, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant or Indemnitees. This indemnity shall apply to all Claims and liability regardless of whether any insurance policies are applicable. 15.2. Civil Code Exception. Nothing in this Section shall be construed to encompass Indemnitees' sole negligence or willful misconduct to the limited extent that the underlying Contract is subject to Civil Code Section 2782(a) or the City's active negligence to the limited extent that the Agreement is subject to Civil Code Section 2782(b), provided such sole negligence, willful misconduct or active negligence is determined by agreement between the parties or by the findings of a court of competent jurisdiction. 15.3. Subconsultant Indemnification. Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section from each and every subconsultant or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnities, Consultant shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Claims in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant's subconsultant, its officers, agents, servants, employees, subconsultants, materialmen, Consultants or their officers, agents, servants or employees (or any entity or individual that Consultant's subconsultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Claims or Damages arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. 10 of 18 S7296-0001 \2494317v1.doc 15.4. Bid Protest. In addition to its obligations pursuant to Section 15.1, Consultant shall reimburse the City for all attorneys' fees and costs incurred by City in connection with, arising out of or incident to any bid protest. 15.5. Nonwaiver of Rights. Indemnitees do not, and shall not, waive any rights that they may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Contract. 15.6. Waiver of Right of Subrogation. Consultant, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation against the Indemnitees, while acting within the scope of their duties, from all claims, losses, and liabilities arising out of or incident to activities or operations performed by or on behalf of the Indemnitor. Survival. The provisions of this Section shall survive the termination of the Contract and are in addition to any other rights or remedies that Indemnitees may have under the law. Payment is not required as a condition precedent to an Indemnitee's right to recover under this indemnity provision, and an entry of judgment against a Consultant shall be conclusive in favor of the Indemnitee's right to recover under this indemnity provision. 16.0 Equal Opportunity Consultant affirmatively represents that it is an equal opportunity employer. Consultant shall not discriminate against any subconsultant, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation, or age. Such non-discrimination includes, but is not limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. 17.0 Labor Certification Labor Code Sections 1860 and 3700 provide that every contractor will be required to secure the payment of compensation to its employees. In accordance with the provisions of Labor Code Section 1861, by signing this Contract, Consultant certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the Work of this Contract." 11 of 18 S7296-0001 \2494317v1.doc 18.0 Prevailing wage and Payroll Records To the extent that this Agreement calls for services that, in whole or in part, constitute "public works" as defined in the California Labor Code, then Consultant shall comply in all respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit B, attached hereto and incorporated by reference herein. 19.0 Force Majeure Neither City nor Consultant shall be responsible for delays in performance under this Agreement due to causes beyond its control, including but not limited to acts of God, acts of the public enemy, acts of the Government, fires, floods or other casualty, epidemics, earthquakes, labor stoppages or slowdowns, freight embargoes, unusually severe weather, and supplier delays due to such causes. Neither economic nor market conditions nor the financial condition of either party shall be considered a cause to excuse delay pursuant to this subsection. Each party shall advise the other promptly in writing in accordance with Section 7 of this Agreement of each such excusable delay, its cause and its expected delay, and shall upon request update such advice. 20.0 Entire Agreement This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both parties. 21.0 Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 22.0 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 23.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. 12 of 18 S7296-0001 \24943170 .doc 24.0 Waiver No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. 25.0 Prohibited Interests; Conflict of Interest 20.1. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code §§1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 20.2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift. 20.3. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, non - contractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this subsection. 26.0 Audit Consultant shall maintain complete and accurate records with respect to all Work and other matters covered under this Agreement, including but expressly not limited to, all Work performed, salaries, wages, invoices, time cards, cost control 13 of 18 S7296-0001 \2494317v 1.doc sheets, costs, expenses, receipts and other records with respect to this Agreement. Consultant shall maintain adequate records on the Work provided in sufficient detail to permit an evaluation of all Work in connection therewith. All such records shall be clearly identified and readily accessible. At all times during regular business hours, Consultant shall provide City with free access to such records, and the right to examine and audit the same and to make copies and transcripts as City deems necessary, and shall allow inspection of all program data, information, documents, proceedings and activities and all other matters related to the performance of the Work under this Agreement. Consultant shall retain all financial and program service records and all other records related to the Work and performance of this Agreement for at least four (4) years after expiration, termination or final payment under this Agreement, whichever occurs later. City's rights under this Section shall survive for four (4) years after expiration, termination or final payment under this Agreement, whichever occurs later. 27.0 Attorneys' Fees If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attorneys' fees and other costs incurred in connection therewith. 28.0 Interpretation In the event of any asserted ambiguity in, or dispute regarding the interpretation of any matter herein, the interpretation of this Agreement shall not be resolved by any rules of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the party who drafted the Agreement or who drafted that portion of the Agreement. 29.0 Exhibits All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 30.0 Corporate Authority The person executing this Agreement on behalf of Consultant warrants that he or she is duly authorized to execute this Agreement on behalf of said Party and that by his or her execution, the Consultant is formally bound to the provisions of this Agreement. 14 of 18 S7296-0001 \2494317v1.doc IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OF SEAL BEACH In Attest: Jill R. Ingram, City Manager Gloria D. Harper, City Clerk ApprovYastoor By '-Craig A. Steele, City Attorney S7296-0001\2494317v1.doc CONSULT T By Name: Ben Sa hni Its: Preside By: Name: Patrick Nakamura Its: VP/COO (Please note, two signatures required for corporations pursuant to Califomia Corporations Code Section 393 from each of the following categories: (i) the chairperson of the board, the president or any vice president, and (ii) the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation.) 15 of 18 EXHIBIT A CONSULTANT'S PROPOSAL (Attached) 16 of 18 S7296-0001 \2494317v1.doc � �� W WW.ME7R!]R#.COM Tall Fret coons S6fi•00517 Cvrpl �►1► t Wnrl Ca••1 � liSn }, nrtY,il�whl M1�w, r,}il ariA. Cn 917F1 � irlfkw /111i'>I,ry iNY.,R N&F01 Cm %I • 3 M 1kH iso %loom, f dlr & NI u7511 I w IIsi. -4501 ft, V—line Road,%AI e► 04. rnrnf„r„r, 0-0% f 1 1 W7 )I CA LIC# 895236 (B, C7 CIO) PROPOSAL DATE: November 10, 2020 QUOTE #: 001-R3 FOR: SEAL BEACH Bill To: MARKET: LA/OC ORDERED BY: Michael Ezroj City of Seal Beach Police Department PHONE NUMBER: 562-799-4100 xl 127 911 Seal Beach Blvd , ORIGINAL PO: Seal Beach, CA. 90740 SEAL BEACH *LABOR • MRF to install (16) license plate camera reader & (7) Comm, Boxes :for (7 locations). 1 • MRFs cost includes camera installation between 9AM to 3:30PM. 1 $ 40,330.00 $ 40,330 00 LOCATIONS: .Bradbury Rd. & Seal Beach Blvd. (North & South Bound) Lampson Ave. & Tulip St. (East & West Bound) Westminster Blvd. & Bolsa Chica Rd. (East & West Bound) Westminster Blvd. & Apollo Dr. (West Bound) SEAL BEACH ' EQUIPMENT • MRF to Provide a Bucket Truck for the duration of the project. 2 • MRF to Provide traffic control signs. 1 $ 5,33500 $ 5,33500 NOTE: ALL equipment necessary to complete the project, ie: Bucket Truck & Traffic Control). Anything else besides what's specified will be a change order. SEAL BEACH ' MATERIALS • MRF to Provide the necessary materials to complete the project: * Stainless Steel Banding & Clips * UV Rated Outdoor CATS w/ Connectors 3 * 1/2" & 3/4" Flex Conduit w/ Connectors 1 $ 4,50000 $ 4,50000 * UV Tie Wraps / Screws / Nuts / Misc. Hardwares * #12 Wires/Conductors (White / Black / Green) • Fuse Holder & l0A Fuse NOTE: ALL materials ale based on previous installs completed For Vigilant. If the City of Seal Beach provides specific materials required, we will adjust our cost accordingly. SEAL BEACH * TRAFFIC CONTROL & LANE CLOSURE 4 • MRF to provide traffic control and CDs (Engineer Stamped TCP) 1 $ 32,180.00 $ 32,180.00 for City of Seal Beach. * MRF to provide lane closure per traffic control provided. * MRF to provide engineered/stamped traffic control plan. TOTAL In eluding but not limited to: * MRF Excludes anything not specified in this proposal- * MRF Excludes permits costs. If required, a CO will be submitted for this cost plus 20%. * MRFs cost is valid for 60days upon submittal. * MRF Excludes materials for LP Camera Reader. * MRF Excludes any conduits or pull boxes that is inaccessible or existing wires found to be in a defective state/condition. If required to pull wires in existing conduit and condition & will halt all work, (Labor & Equipment) will be billed as additional cost per the rate provided. * MRF Excludes traffic control pemrit & associated cost (Traffic Control Plan w/ Engineering Stamp). * MRF will charge any out of scope work at T&E (Time & Equipment) basis. • MRF Excludes any camera programming. If required/requested to assist outside of initial schedule of installation, this will be b'Plllx at T&E (Time & Equipment) basis. • MRFs cost excludes bid/payment bond. If required, MRF will provide with cost + mark-up. • MRFs cost is based on prevailing wage rate. • MRF will submit redline drawings upon completion of the project, * MRF to protect all existing in place & will provide a 1 year warranty on labor & materials that are provided by Metro RF. Submitted By: Melvin Carillo Date: 11/10/2020 Accepted By: Date: TT/WO#: EXHIBIT B AGREEMENT TO COMPLY WITH CALIFORNIA LABOR LAW REQUIREMENTS [Labor Code §§ 1720, 1773.8, 1775, 1776, 1777.5, 1813, 1860, 1861, 3700] The undersigned Consultant certifies that it is aware of and hereby agrees to fully comply with the following provisions of California law: 1. Consultant acknowledges that this Contract is subject to the provisions of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works and the awarding public agency ("Agency") and agrees to be bound by all the provisions thereof as though set forth in full herein. 2. Consultant agrees to comply with the provisions of California Labor Code Section 1773.8 which requires the payment of travel and subsistence payments to each worker needed to execute the Services to the extent required by law. 3. Consultant agrees to comply with the provisions of California Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Consultant shall, as a penalty to the Agency, forfeit not more than fifty dollars ($50) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the Director of Industrial Relations for the work or craft in which the worker is employed for any public work done under the Agreement by Consultant or by any subcontractor. 4. Consultant agrees to comply with the provisions of California Labor Code Section 1776 which require Consultant and each subcontractor to (1) keep accurate payroll records, (2) certify and make such payroll records available for inspection as provided by Section 1776, and (3) inform the Agency of the location of the records. The Consultant is responsible for compliance with Section 1776 by itself and all of its subcontractors. 5. Consultant agrees to comply with the provisions of California Labor Code Section 1777.5 concerning the employment of apprentices on public works projects, and further agrees that Consultant is responsible for compliance with Section 1777.5 by itself and all of its subcontractors. 6. Consultant agrees to comply with the provisions of California Labor Code Section 1813 concerning penalties for workers who work excess hours. The Consultant shall, as a penalty to the Agency, forfeit twenty-five dollars ($25) for each worker employed in the execution of the Agreement by the Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the California Labor Code. 17 of 18 S7296-0001 \2494317v1.doc 7. California Labor Code Sections 1860 and 3700 provide that every contractor will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Consultant hereby certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for worker's compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the Services of this Agreement." Date est Signature 18 of 18 S7296-0001 \2494317v1.doc i�0� SEA('ec�9ti f� G� nyy AGENDA STAFF REPORT �1'',,C'QCIFORN�P'r DATE: March 22, 2021 TO: Honorable Mayor and City Council THRU: Jill R. Ingram, City Manager FROM: Steve Myrter, P.E., Director of Public Works SUBJECT: Award to and Authorize Execution of a Public Works Agreement with Onyx Paving Company, Inc. for FY2020- 2021 Annual Local Paving Program, CIP ST2102 SUMMARY OF REQUEST: That the City Council adopt Resolution 7128: 1. Approving plans, specifications, and contract documents for the FY2020- 2021 Annual Local Paving Program, CIP ST2102; and, 2. Approving and awarding a public works agreement to Onyx Paving Company, Inc., in the amount of $255,000, and waive minor bid irregularities and reject all other bids; and, 3. Authorizing the City Manager to execute the public works agreement for the FY2020-2021 Annual Local Paving Program to Onyx Paving Company, Inc.; and, 4. Authorizing the City Manager to approve additional work requests up to $25,500 and inspection services up to $12,500 in connection with the Project, in the cumulative not -to -exceed amount of $38,000. BACKGROUND AND ANALYSIS: The City's annual local paving program was budgeted in the FY 2020-2021 Capital Improvement Program to improve roadway conditions within the City. The work will generally include grinding the existing pavement and installing an asphalt overlay to extend the roadways' serviceable life. Pursuant to the 2020 Pavement Management Program, the following streets were selected: 1. Dogwood Avenue — Ironwood Avenue to Daisy Street 2. Daisy Street — Dogwood Avenue to Candleberry Avenue 3. Guava Avenue — Heather Street to Pansy Street 4. Pansy Street — Guava Avenue to Fir Avenue Agenda Item L On March 16, 2021, the City Clerk's office received eight (8) bids with the following results: Rank Contractor Base Bid Alternate Bid Total Low Onyx Paving Company $ 196,000 $ 59,000 $ 255,000 2 R.J. Noble Company $ 202,050 $ 101,636 $ 303,686 3 Hardy & Harper, Inc. $ 202,880 $ 48,780 $ 251,660 4 Copp Contracting, Inc. $ 211,994 $ 52,213 $ 264,207 5 Sequel Contractors Inc. $ 212,705 $ 51,565 $ 264,270 6 Shawnan $ 213,246 $ 58,675 $ 271,921 7 All American Asphalt $ 225,892 $ 72,073 $ 297,965 8 Palp, Inc. $ 234,381 $70,145 $ 304,526 Due to the reasonable unit prices, it is recommended to add the following two additional streets to the scope of work. The selected streets are next on the list to be paved according to the 2020 Pavement Management Program. 5. Rose Street — Hazelnut Avenue to Fir Avenue 6. Fir Avenue — Rose Street to Sunflower Street Based upon the references, qualifications, work experience, and cost, staff recommends deeming Onyx Paving Company, Inc. as the lowest responsive bidder at $196,000, and awarding the FY2020-2021 Annual Local Paving Program construction contract to Onyx Paving Company, Inc. The project plans are available in the City Engineer's office. Staff further recommends authorizing the City Manager to approve additional work requests up to $25,500 and inspection services up to $12,500, in the cumulative not -to -exceed amount of $38,000. Construction is estimated to start in Spring 2021 and be completed within 30 working days following the Notice to Proceed. ENVIRONMENTAL IMPACT: This project complies with all requirements of the California Environmental Quality Act (CEQA) and is categorically exempt under section 15301 (c) of the CEQA Guidelines. LEGAL ANALYSIS: The City Attorney has reviewed the agreement and approved the resolution as to form. Page 2 FINANCIAL IMPACT: The FY2020-2021 Capital Improvement Program budget allocated $400,000 towards FY2020-2021 Annual Local Paving Program, CIP ST2102. The table below presents the estimated breakdown of the Project's construction cost: Description Amount Construction $ 255,000 Contingency $ 25,500 Inspection/Testing $ 12,500 Total $ 293,000 Any unspent funds will be returned back to the original funding source. STRATEGIC PLAN: This item is not applicable to the Strategic Plan. MEASURE BB: This item is not applicable to Measure BB, the Seal Beach Neighborhood and Essential Services Protection Measure. RECOMMENDATION: That the City Council adopt Resolution 7128: 1. Approving plans, specifications, and contract documents for the FY2020- 2021 Annual Local Paving Program, CIP ST2102; and, 2. Approving and awarding a public works agreement to Onyx Paving Company, Inc., in the amount of $255,000, and waive minor bid irregularities and reject all other bids; and 3. Authorizing the City Manager to execute the public works agreement for the FY2020-2021 Annual Local Paving Program to Onyx Paving Company, Inc.; and 4. Authorizing the City Manager to approve additional work requests up to $25,500 and inspection services up to $12,500 in connection with the Project, in the cumulative not -to -exceed amount of $38,000. Page 3 SUBMITTED BY: Steve Myrter Steve Myrter, P.E., Director of Public Works NOTED AND APPROVED: Jill R. Ingram Jill R. Ingram, City Manager Prepared by: Denice Bailey, Assistant Engineer ATTACHMENTS: A. Resolution 7128 B. Agreement with Onyx Paving Company, Inc. Page 4 RESOLUTION 7128 A RESOLUTION OF THE SEAL BEACH CITY COUNCIL AWARDING AND AUTHORIZING THE CITY MANAGER TO EXECUTE A PUBLIC WORKS AGREEMENT WITH ONYX PAVING COMPANY, INC. FOR FY 2020-2021 ANNUAL LOCAL PAVING PROGRAM, CIP ST2102 WHEREAS, on February 23, 2021, the City issued a solicitation for bids for the FY 2020-2021 Annual Local Paving Program, CIP ST2102 (the "Project"); WHEREAS, on March 16, 2021, the City Clerk's office received eight bids in response to the solicitation for bids, and Onyx Paving Company, Inc. submitted the lowest responsible bid in the amount of $255,000; and WHEREAS, Onyx Paving Company, Inc. is a qualified firm to perform the Project; and NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SEAL BEACH DOES HEREBY RESOLVE: SECTION 1. The City Council hereby approves the plans and specifications for the Project. SECTION 2. Based on the recitals set forth above, the City Council hereby awards a public works agreement to Onyx Paving Company, Inc. for the Project in the not -to -exceed amount of $255,000, waives minor bid irregularities, and rejects all other bids. SECTION 3. The City Council hereby authorizes and directs the City Manager to execute the public works agreement on behalf of the City. SECTION 4. The City Council hereby authorizes the City Manager to approve payments for additional work requests in connection with the Project in the cumulative not -to -exceed amount of $25,500. SECTION 5. The City Council hereby authorizes the City Manager to approve payments for inspection and testing in connection with the Project in the cumulative not -to -exceed amount of $12,500. PASSED, APPROVED AND ADOPTED by the Seal Beach City Council at a regular meeting held on the 22nd day of March, 2021 by the following vote: NOES: Council Members ABSENT: Council Members ABSTAIN: Council Members Joe Kalmick, Mayor ATTEST: Gloria D. Harper, City Clerk STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7128 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 22nd day of March, 2021. Gloria D. Harper, City Clerk PUBLIC WORKS AGREEMENT FY2020-2021 ANNUAL LOCAL PAVING PROGRAM PROJECT CIP NO. ST2102 between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 M Onyx Paving Company, Inc. 2890 E. La Cresta Ave. Anaheim, CA 92806 (714) 632-6699 (714) 632-1883 - FAX THIS CONTRACT ("Contract') is made as of March 22, 2021, by and between the City of Seal Beach, a California charter city ("City"), and Onyx Paving Company, Inc., a California corporation, ("Contractor"). RECITALS A. WHEREAS, the City Council has approved the plans and specifications for the FY2020-2021 Annual Local Paving Program, Project CIP No. ST2102 ("Project") with respect to design criteria; and P WHEREAS, Contractor has submitted a Bid to City for the Project dated March 16, 2021 in the amount of $255,000 ("Bid" hereinafter). The Bid is attached hereto and contains, among other things, provisions defining the Project scope. NOW, THEREFORE, in consideration of performance by the parties of the mutual promises, covenants, and conditions herein contained, the parties hereto agree as follows: CONTRACT Contractor's Services. 1.1 Sco e and Level of Services. For and in consideration of the mutual promises set forth herein, and subject to the terms and conditions set forth in this Contract, Contractor shall perform and complete in good and workmanlike manner all work ("Work") required by this Contract and the documents listed in Subsection 1.2 for the Project. 1.2 Contract Documents. The "Contract Documents" that comprise the agreement between the City and the Contractor are the: Notice Inviting Sealed Bids, Instructions to Bidders, Accepted Bid Proposal Form, Non -Collusion Declaration, Bid Schedule(s), List of Subcontractors, Contractor's Industrial Safety Record, Contractor's Qualification Statement, Bid Security Forms for Check or Bond, Specifications, General and Special Provisions and documents referenced therein, all addenda as prepared prior to the date of Bid opening setting forth any modifications or interpretations of any of said documents, this Contract, Exhibits attached to this Contract, including but not limited to the Performance Bond (Exhibit A), Payment Bond (Exhibit B), Workers' Compensation Insurance Certificate (Exhibit C), Insurance Endorsements (Exhibit D), Acknowledgment of Penal and Civil Penalties Concerning Contractor Licensing Laws (Exhibit E), Labor Law Requirements (Exhibit F), Indemnification and Hold Harmless Contract (Exhibit G), Accepted Bid Proposal Form (Exhibit H), and any and all supplemental agreements executed amending or extending the Work contemplated and that may be required to complete the Work in a substantial and acceptable manner. These Contract Documents are hereby incorporated into this Contract. 1.3 The Work shall be performed in accordance with the Plans, Specifications and other Contract Documents. Contractor shall furnish at its own expense all labor, materials, equipment and services necessary therefor, except such labor, materials, equipment and services as are specified in the Contract Documents to be furnished by City. 1.4 In the event of any material discrepancy between the express provisions of this Contract and the provisions of the other Contract Documents, the provisions of this Contract shall prevail. 2. Effective._ Date. This Contract is effective as of March 22, 2021 (the "Effective Date"), and shall remain in full force and effect until Contractor has rendered the services required by this Contract. 3. Payment. For performing and completing the Work in accordance with the Contract Documents, City shall pay Contractor, in full compensation therefor, the amount of $255,000, subject to any additions and deletions pursuantto the terms of the Contract Documents. Said sum shall constitute payment in full ,for all Work performed hereunder, including, without limitation, all labor, materials, equipment, tools and services used or incorporated in the Work, supervision, administration, overhead, expenses and any and all other things required, furnished or incurred forcompletion of the Work as specified in the Contract Documents. City shall make payments to Contractor on account of the Contract sum at the time, in the manner, and upon the conditions specified in the Contract Documents. The City Manager may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization. 4. Contractor's Personnel. 4.1 All Work shall be performed by Contractor or under Contractor's direct supervision, and all personnel shall possess the qualifications, permits, and licenses required by state and local law and by the Notice Inviting Bids/Instructions to Bidders to perform such Services, including, without limitation, a City of Seal Beach business license as required by the Seal Beach Municipal Code. 4.2 Contractor shall be responsible for payment of all employees' wages and benefits, and shall comply with all requirements pertaining to employer's liability, workers' compensation, unemployment insurance, and Social Security. Contractor shall fully comply with the workers' compensation law regarding Contractor and Contractor's employees. 4.3 Contractor shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liabilities, damages, claims, costs and expenses of any nature to the extent arising from Contractor's alleged violations of personnel practices. 4.4 Contractor is, and shall at all times remain as to City, a wholly independent contractor. Contractor shall have no power to incurany debt, obligation, or liability on behalf of City or otherwise act as an agent of City. Neither City nor any of its agents shall have control over the conduct of Contractor or any of Contractor's employees, except as set forth in this Contract. Contractor shall not, at any time, or in any manner, represent that it or any of its officers, agents, or employees are in any manner employees of City. Contractor shall pay all required taxes on amounts paid to Contractor under this Contract, and indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the Work performed pursuantto this Contract. 4.5 City shall have the right to offset against the amount of any fees due to Contractor under this Contract any amount due to City from Contractor as a result of Contractor's failure to promptly pay to City any reimbursement or indemnification arising underthis Section 4. 5. Indemnification. 5.1 Contractor's Duty. Contractor shall defend, indemnify, and hold the City, its elected officials, officers, employees, volunteers, agents, and those City agents serving as independent contractors in the role of City officials (collectively "Indemnitees") free and harmless from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, bid protests, stop notices, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a "Claim," collectively, "Claims"), in any manner arising out of or incident to the performance of the Contract, including without limitation, the payment of all consequential damages and attorneys' fees and other related costs and expenses. Further, Contractor shall appoint competent defense counsel, at Contractor's own cost, expense and risk, to defend any and all such suits, actions or other legal proceedings of every kind arising out of or incident to the performance of the Contract that may be brought or instituted against Indemnitees. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or the other Indemnitees in any such suit, action, or other legal proceeding arising out of or incident to the performance of the Contract. Contractor shall reimburse the City and the other Indemnitees, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Contractor or Indemnitees. This indemnity shall apply to all Claims and liability regardless of whether any insurance policies are applicable. 5.2 Bid Protests. In addition to its obligations pursuant to Section 5.1, Contractor shall reimburse the City for all attorneys' fees and costs incurred by City in connection with, arising outof or incidentto any Bid protest. 5.3 Civil Code Exception. Nothing in this Section 5 shall be construed to encompass Indemnitees' sole negligence or willful misconduct to the limited extent that the underlying Contract is subjectto Civil Code Section 2782(a) orthe City's active negligence to the limited extent that the underlying Contract Documents are subject to Civil Code Section 2782(b), provided such sole negligence, willful misconduct or active negligence is determined by agreement between the parties or by the findings of a court of competent jurisdiction. 5.4 Nonwaiverof Rights. Indemniteesdo not, and shall not,waive any rights that they may possess against Contractor because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Contract. 5.5 Waiver of Right of Subrogation. Contractor, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation against the Indemnitees, while acting within the scope of their duties, from all claims, losses, and liabilities arising out of or incident to activities or operations performed by or on behaIfofthe Indemnitor. 5.6 Survival. The provisions of this Section 5 shall survive the termination of the Contract and are in addition to any other rights or remedies that Indemnitees may have under the law. Payment is not required as a condition precedent to an Indemnitee's right to recover under this indemnity provision, and an entry of judgment against a Contractor shall be conclusive in favor of the Indemnitee's right to recover underthis indemnity provision. 6. Insurance. 6.1 Liability Insurance. Contractor shall procure and maintain in full force and effect for the duration of this Contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the services hereunder by Contractor, and its agents, representatives, employees and subcontractors. The policy limits set forth below do not act as a limitation upon the amount of indemnification to be provided by Contractor. Contractor shall complete and execute the following documents attached as Exhibits hereto and incorporated herein by this reference: 6.1.1 Exhibit D-1 Commercial General Liability. 6.1.2 Exhibit D-2 Automobile Liability. Additional Insured Endorsement - Additional Insured Endorsement - 6.2 Minimum Scope of Insurance. Unless otherwise approved by City, coverage shall be at least as broad as: 6.2.1 Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). 6.2.2 Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto). 6.2.3 Insurance Services Office form number CG 20 10 11 85 (Ed. 11/85) covering Additional Insured—Owners, Lesseesor Contactors(Form B). 6.2.4 Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. 6.3 Minimum Limits of Insurance. Contractor shall maintain limits no less than: 6.3.1 General Liability: $2,000,000 per occurrence and in the aggregate for bodily injury, personal injury and property damage. Commercial General Liability Insurance or other form with a general aggregate limitshall apply separately to this Contract or the general limitshall be twice the required occurrence limit. 6.3.2 Automobile Liability: $2,000,000 per occurrence for bodily injury and property damage. 6.3.3 Employer's Liability: $1,000,000 per occurrence and in the aggregate for bodily injury or disease; and Workers' Compensation Insurance in the amount required by law. 6.4 Deductibles and Self -Insured Retentions. Contractor shall inform City of any deductibles or self-insured retentions except with respect to any professional liability insurance. 6.5 Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: 6.5.1 City, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of City officials, are to be covered as additional insureds as respects: liability arising out of activities performed by or on behalf of Contractor; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or automobiles owned, leased, hired or borrowed by Contractor. The coverage shall contain no limitations on the scope of protection afforded to City, its officers, officials, employees, designated volunteers or agents serving as independent contractors in the role of City officials which are not also limitations applicable to the named insured. 6.5.2 For any claims related to this Contract, Contractor's insurance coverage shall be primary insurance as respects City, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of City officials. Any insurance or self-insurance maintained by City, their officers, officials, employees, designated volunteers or agents serving as independent contractors in the role of City officials shall be excess of Contractor's insurance and shall not contribute with it. 6.5.3 Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 6.5.4 Each insurance policy required by this Section 6 shall be endorsed to state that coverage shall not be canceled or materially modified except after 30 days prior written notice by first class mail has been given to City. 6.5.5 Each insurance policy, except for any professional liability policy, required by this Section 6 shall expressly waive the insurer's right of subrogation against City and its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of City or agency officials. 6.6 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A-Vill unless waived in writing by City's Risk Manager. 6.7 Verification of Coverage. All insurance coverages shall be confirmed by execution of endorsements on forms approved by the City. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by City before services commence. As an alternative to City forms, Contractor's insurer may provide complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications. 7. Liquidated Damages. Should the Contractorfail to complete the Project, or any part thereof, in the time agreed upon in the Contract, the Contractor shall reimburse the City for the additional expense and damage for each calendar day that the Contract remains uncompleted after the Contract completion date. It is agreed that the amount of such additional expense and damage incurred by reason of failure to complete the Contract is the per diem rate of $500.00 per calendar day. Such amount is hereby agreed upon as liquidated damages for the loss to the City resulting from the failure of the Contractor to complete the Projectwithin the allotted time and to the value of the operation of the works dependent thereon. It is expressly understood and agreed that this amount is a reasonable amount and is established in lieu of damages that are incapable of calculation atthe inception hereof; and this amount is notto be considered in the nature of a penalty. The City shall have the right to deduct such damages from any amount due, or that may become due to the Contractor, or the amount of such damages shall be due and collectible from the Contractor or the Contractor's Surety. Progress payments made after the scheduled completion date shall not constitute a waiver of liquidated damages. 8. Suspension. City may, in writing, order Contractor to suspend all or any part of the Contractor's Services for the convenience of City or for work stoppages beyond the control of City or Contractor. A suspension of the Services does not void this Contract. 9. Notices. Any notices, bills, invoices, or reports authorized or required by this Contract shall be in writing and shall be deemed received on (a) the day of delivery if delivered by hand or overnight courier service during Contractor's and City's regular business hours or by facsimile before or during Contractor's regular business hours; or (b) on the third business day following deposit in the United States mail, postage prepaid, to the addresses heretofore set forth in the Contract, or to such other addresses as the parties may, from time to time, designate in writing pursuant to the provisions of this Section. All notices shall be addressed as follows: If to City: City Clerk City of Seal Beach 211 -8th Street Seal Beach, California 90740 Telephone: (562) 431-2527 Fax: (562) 493-9857 With a copy to: Public Works Director City of Seal Beach 211 -8th Street Seal Beach, California 90740 If to Contractor: Onyx Paving Company, Inc. 2890 E. La Cresta Ave Anaheim, CA 92806 Telephone: (714) 632-6699 Fax: (714) 632-1883 Attn: Corey R. Kirschner, President 10. Non -Assignability; Subcontracting. Contractor shall not assign, transfer, or subcontract any interest in this Contract or the performance of any of Contractor's obligations hereunder. Any attempt by Contractorto so assign, transfer, orsubcontract any rights, duties, or obligations arising hereundershall be null, void and of no effect. 11. Compliance with Laws. Contractor shall comply with all applicable federal, state and local laws, ordinances, codes and regulations in force at the time Contractor performs the Services. 12. Non-Waiverof Terms, Rights and Remedies. Waiver by eitherparty of any one or more of the conditions of performance under this Contract shall not be a waiver of any other condition of performance underthis Contract. In no eventshall the making by City of any payment to Contractor constitute or be construed as a waiver by City of any breach of covenant, or any default which may then exist on the part of Contractor, and the making of any such payment by City shall in no way impair or prejudice any rightor remedy available to City with regard to such breach or default. 13. Attorneys' Fees. In the event that either party to this Contract shall commence any legal action or proceeding to enforce or interpret the provisions of this Contract, each party shall be responsible for theirown attorneys' fees. 14. Construction. The validity, interpretation, and performance of this Contract shall be controlled by and construed under the laws of the State of California, with venue in Orange County, California. In the event of any asserted ambiguity in, or dispute regarding the interpretation of any matter herein, the interpretation of this Contract shall not be resolved by any rules of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the party who drafted the Contract orwho drafted that portion of the Contract. 15. Workers' Compensation. Labor Code Sections 1860 and 3700 provide that every contractor will be required to secure the payment of compensation to its employees. In accordance with the provisions of Labor Code Section 1861, by signing this Contract, the Contractor certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the Work of this Contract." 16. Prevailing Wages. The City and the Contractor acknowledge thatthe Project is a public work to which prevailing wages apply. 17. Entire Contract. This Contract, including any otherdocuments incorporated herein by specific reference, represents the entire and integrated agreement between Contractor and City. This Contract supersedes all prior oral or written negotiations, representations, or agreements. This Contract may not be amended, nor any provision or breach hereof waived, except in a writing signed by the parties which expressly refers to this Contract. 18. Severability. The invalidity in whole or in part of any provisions of this Contract shall not void or affect the validity of the other provisions of this Contract. 19. Titles and Headings. The titles and headings used in this Contract are for convenience only and shall in noway define, limitor describe the scope or intentof this Contract or any part of it. 20. Authority. Any person executing this Contract on behalf of Contractor warrants and represents that he or she has the authority to execute this Contract on behalf of Contractor and has the authority to bind Contractor to the performance of its obligations hereunder. 21. Counterparts. This Contract may be executed in counterpart originals, duplicate originals, or both, each of which is deemed to be an original forall purposes. IN WITNESS WHEREOF, the parties, through their respective authorized representatives, have executed this Contract as of the date first written above. CITY OF SEAL BEACH JIM Jill R. Ingram, City Manager Attest: Bv: Glora D. Harper, City Clerk Approved 9* to By _ raig Steele, City Attorney CONTRACTOR: By: -- Name: COREY R. KIRSCHNER Title: CEO,PRES,VP,SEC,TRES By: Name: COREY R. KIRSCHNEl Tltla= CEO,PRES,VP,SEC,TRES (Please note, two signatures required for corporations pursuant to California Corporations Code Section 313. CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of ORANGE On 3 - 1, 2( —before me, , MARIE AYALA, NOTARY PUBLIC Date Here Insert Name and Title of the Officer personally appeared COREY R. KIRSCHNER Nome(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. MARIE AYALA Notary Public - California Los Angeles County Commission 9 2319435 ' My Comm. Expires Feb 16, 2024 Place Notary Seal and/or Stamp Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature _ Signature of Nota Public OPTIONAL Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer- Title(s)' ❑ Partner - ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact 0 Trustee ❑ Guardian or Conservator ❑ Other: Signer is Representing: Number of Pages: Signer's Name: ❑ Corporate Officer - Title(s): ❑ Partner - ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer is Representing: T, RT 02019 National Notary Association EXHIBIT A FAITHFUL PERFORMANCE BOND Bond No. PERFORMANCE BOND KNOW ALL PERSONS BY THESE PRESENTS that: WHEREAS the City of Seal Beach ("City"), has awarded to _ ("Principal") (Name and address of Contractor) a contract (the "Contract") for the Work described as follows: FY2020-2021 ANNUAL LOCAL PAVING PROGRAM, C I P ST2102 (Project name) WHEREAS, Principal is required under the terms of the Contract to furnish a Bond for the faithful performance of the Contract. NOW, THEREFORE, we, the undersigned Principal, and (Name and address of Surety) ("Surety") a duly admitted surety insurer under the laws of the State of California, as Surety, are held and firmly bound unto the City in the penal sum of Dollars ($ ), this amount being not less than the total Contract Price, in lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, successors executors and administrators, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if the hereby bounded Principal, his, her or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and provisions in the Contract and any alteration thereof made as therein provided, on the Principal's part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall indemnify and save harmless the City, its officers, agents and employees, as therein stipulated, then this obligation shall become null and void; otherwise, it shall be and remain in full force and effect. As a part of the obligation secured hereby and in addition to the face amount specified therefor, there shall be included costs and reasonable expenses and fees, including reasonable attorneys' fees, incurred by City in successfully enforcing such obligation, all to be taxed as costs and included in any judgment rendered. Surety hereby waives any statute of limitations as it applies to an action on this Bond. The Surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract or of the Work to be performed thereunder or the specifications accompanying the same shall in anywise affect its obligations under this Bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract or to the Work or to the specifications. Surety hereby waives the provisions of California Civil Code Sections 2845 and 2849. The City is the principal beneficiary of this Bond and has all rights of a party hereto. 12 IN WITNESS WHEREOF, two (2) identical counterparts of this instrument, each of which shall for all purposes be deemed an original hereof, have been duly executed by Principal and Surety, on the date set forth below, the name of each corporate party being hereto affixed and these presents duly signed by its undersigned representative(s) pursuant to authority of its governing body. Dated: "Principal" By: Iks By: Its (Seal) "Surety" By: _ Its By: Rs (Seal) Note: This Bond must be executed in duplicate and dated, all signatures must be notarized, and evidence of the authority of any person signing as attorney-in-fact must be attached. DATE OF BOND MUST NOT BE BEFORE DATE OF CONTRACT. Surety companies executing Bonds must appear on the Treasury Department's most current list (Circular 570 as amended) and be authorized to transact business in the State where the project is located. 13 EXHIBIT B 1:7 -Nd MI=1 il,kiiiP►E Bond No. PAYMENT BOND (LABOR AND MATERIALS) KNOWALL PERSONS BY THESE PRESENTS that: WHEREAS the City of Seal Beach ("City"), State of California, has awarded to ("Principal") (Name and address of Contractor) a contract (the "Contract") for the Work described as follows: FY2020-2021 ANNUAL LOCAL PAVING_ PROGRAM CIP ST2102 (Project name) WHEREAS, under the terms of the Contract, the Principal is required before entering upon the performance of the Work, to file a good and sufficient payment Bond with the City to secure the claims to which reference is made in Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code. NOW, THEREFORE, we, the undersigned Principal, and _ (Name and address of Surety) ("Surety") a duly admitted surety insurer under the laws of the State of California, as Surety, are held and firmly bound unto the City and all contractors, subcontractors, laborers, material suppliers, and other persons employed in the performance of the Contract and referred to in Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code in the penal sum of _ Dollars ($ ), for materials furnished or labor thereon of any kind, or for amounts due under the Unemployment Insurance Act with respect to this Work or labor, that the Surety will pay the same in an amount not exceeding the amount hereinabove set forth, and also in case suit is brought upon this Bond, will pay, in addition to the face amount thereof, costs and reasonable expenses and fees, including reasonable attorneys' fees, incurred by City in successfully enforcing this obligation, to be awarded and fixed by the court, and to be taxed as costs and to be included in the judgment therein rendered. It is hereby expressly stipulated and agreed that this Bond shall inure to the benefit of any and all persons, companies, and corporations entitled to file claims under Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this Bond. Upon expiration of the time within which the California Labor Commissioner may serve a civil wage and penalty assessment against the principal, any of its subcontractors, or both the principal and its subcontractors pursuant to Labor Code Section 1741, and upon expiration of the time within which a joint labor management committee may commence an action against the principal, any of its subcontractors, or both the principal and its subcontractors pursuant to Labor Code Section 1771.2, if the condition of this Bond be fully performed, then this obligation shall become null and void; otherwise, it shall be and remain in full force and effect. The Surety hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the Contract or the Specifications accompanying the same shall in any manner affect its obligations on this Bond, and it does hereby waive notice of any such change, extension, alteration, or addition. IN WITNESS WHEREOF, two (2) identical counterparts of this instrument, each of which shall for all purposes be deemed an original hereof, have been duly executed by Principal and Surety, on the date set forth below, the name of each corporate party being hereto affixed and these presents duly signed by its undersigned representative(s) pursuant to authority of its governing body. Dated: "Principal" By: Its By: Its (Seal) "Surety" By: By I.. (Seal) Note: This Bond must be executed in duplicate and dated, all signatures must be notarized, and evidence of the authority of any person signing as attomey-in-fact must be attached. DATE OF BOND MUS T NOT BE BEFORE DATE OF CONTRACT. Surety companies executing Bonds must appear on the Treasury Department's most current list (Circular 570 as amended) and be authorized to transact business in the State where the project is located. a EXHIBIT C WORKER'S COMPENSATION INSURANCE CERTIFICATE 17 WORKERS' COMPENSATION CERTIFICATE OF INSURANCE WHEREAS, the City of Seal Beach ("City") has required certain insurance to be provided by: NOW THEREFORE, the undersigned insurance company does hereby certify that it has issued the policy or policies described below to the following named insureds and that the same are in force at this time: 1. This certificate is issued to: City of Seal Beach City Hall 211 8th Street Seal Beach, California 90740 The insureds under such policy or policies are: 2. Workers' Compensation Policy or Policies in a form approved by the Insurance Commissioner of California covering all operations of the named insureds as follows: Policy Number Effective Date Expiration Date By: qs Aulhorized Represenlative 78 EXHIBIT D-1 ADDITIONAL INSURED ENDORSEMENT COMMERCIAL GENERAL LIABILITY [INSERT INSURANCE CERTIFICATE SHOWING COMMERCIAL GENERAL LIABILITY] 19 ADDITIONAL INSURED ENDORSEMENT COMPREHENSIVE GENERAL LIABILITY Name and address of named insured ("Named Insured')., Name and address of insurance company ("Company'): General description of agreement(s), permit(s), license(s), and/or activity(ies) insured: Notwithstanding any inconsistent statement in the policy to which this endorsement is attached (the "Policy") or in any endorsement now or hereafter attached thereto, it is agreed as follows: 1. The City of Seal Beach ("City"), its elected officials, officers, attorneys, agents, employees, and volunteers are additional insureds (the above named additional insureds are hereafter referred to as the "Additional Insureds") under the Policy in relation to those activities described generally above with regard to operations performed by or on behalf of the Named Insured. The Additional Insureds have no liability for the payment of any premiums or assessments under the Policy. 2. The insurance coverages afforded the Additional Insureds under the Policy shall be primary insurance, and no other insurance maintained by the Additional Insureds shall be called upon to contribute with the insurance coverages provided by the Policy. 3. Each insurance coverage under the Policy shall apply separately to each Additional Insured against whom claim is made or suit is brought except with respect to the limits of the Company's liability. 4. Nothing in this contract of insurance shall be construed to preclude coverage of a claim by one insured under the policy against another insured under the policy. All such claims shall be covered as third -party claims, i.e., in the same manner as if separate policies had been issued to each insured. Nothing contained in this provision shall operate to increase or replicate the Company's limits of liability as provided underthe policy. 5. The insurance afforded by the Policy for contractual liability insurance (subject to the terms, conditions and exclusions applicable to such insurance) includes liability assumed by the Named Insured under the indemnification and/or hold harmless provision(s) contained in or executed in conjunction with the written agreement(s) or permit(s) designated above, between the Named Insured and the Additional Insureds. 6. The policy to which this endorsement is attached shall not be subject to cancellation, change in coverage, reduction of limits (except as the result of the payment of claims), or non -renewal except after written notice to City, by certified mail, return receipt requested, not less than thirty (30) Days before the effective date thereof. In the event of Company's failure to comply with this notice provision, the policy as initially drafted will continue in full force and effect until compliance with this notice requirement. 7. Company hereby waives all rights of subrogation and contribution against the Additional Insureds, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or 20 incident to the perils insured against in relation to those activities described generally above with regard to operations performed by or on behalf of the Named Insured regardless of any prior, concurrent, or subsequent active or passive negligence by the Additional Insureds. 8. It is hereby agreed that the laws of the State of California shall apply to and govern the validity, construction, interpretation, and enforcement of this contract of insurance. 9. This endorsement and all notices given hereunder shall be sent to City at: City Manager City of Seal Beach City Hall 211 8'h Street Seal Beach, CA 90740 10. Except as stated above and not in conflict with this endorsement, nothing contained herein shall be held to waive, alter or extend any of the limits, agreements, or exclusions of the policy to which this endorsement is attached. TYPE OF COVERAGES TO WHICH THIS POLICY PERIOD LIMITS OF EUQQRSEMENI AITACHES F39MITO LIABILITY 11. Scheduled items or locations are to be identified on an attached sheet. The following inclusions relate to the above coverages. Includes: ❑ Contractual Liability ❑ Owners/Landlords/Tenants ❑ Manufacturers/Contractors ❑ Products/Completed Operations ❑ Broad Form Property Damage ❑ Extended Bodily Injury ❑ Broad Form Comprehensive ❑ General Liability Endorsement n Explosion Hazard ❑ Collapse Hazard ❑ Underground Property Damage ❑ Pollution Liability ❑ Liquor Liability L ❑ 12. A ❑ deductible or ❑ self-insured retention (check one) of $ applies to all coverage(s) except: if none, so state). The deductible is applicable ❑ per claim or ❑ per occurrence (check one). 13. This is an ❑ occurrence or ❑ claims made policy (check one). 14. This endorsement is effective on at 12:01 a.m. and forms a part of Policy Number I, (print name), hereby declare under penalty of perjury under the laws of the State of California, that I have the authority to bind the Company to this endorsement and that by my execution hereof, I do so bind the Company. Executed , 0_ Signature of Authorized Representative 21 (Original signature only; no facsimile signature Telephone No.: (_) or initialed signature accepted) PK EXHIBIT D-2 ADDITIONAL INSURED ENDORSEMENT AUTOMOBILE LIABILITY [INSERT INSURANCE CERTIFICATE SHOWINGAUTOMOBILE LIABILITY] 23 ADDITIONAL INSURED ENDORSEMENT AUTOMOBILE LIABILITY Name and address of named insured (`Named Insured'): Name and address of insurance company (`Company')' General description of agreement(s), permit(s), license(s), and/or activity(ies) insured: Notwithstanding any inconsistent statement in the policy to which this endorsement is attached (the "Policy") or in any endorsement now or hereafter attached thereto, it is agreed as follows: 1. The City of Seal Beach ("City"), its elected officials, officers, attorneys, agents, employees, and volunteers are additional insureds (the above named additional insureds are hereafter referred to as the "Additional Insureds") under the Policy in relation to those activities described generally above with regard to operations performed by or on behalf of the Named Insured. The Additional Insureds have no liability for the payment of any premiums or assessments under the Policy. 2. The insurance coverages afforded the Additional Insureds under the Policy shall be primary insurance, and no other insurance maintained by the Additional Insureds shall be called upon to contribute with the insurance coverages provided by the Policy. 3. Each insurance coverage under the Policy shall apply separately to each Additional Insured against whom claim is made or suit is brought except with respect to the limits of the Company's liability. 4. Nothing in this contract of insurance shall be construed to preclude coverage of a claim by one insured under the policy against another insured under the policy. All such claims shall be covered as third -party claims, i.e., in the same manner as if separate policies had been issued to each insured. Nothing contained in this provision shall operate to increase orreplicate the Company's limits of liability as provided underthe policy. 5. The insurance afforded by the Policy for contractual liability insurance (subject to the terms, conditions and exclusions applicable to such insurance) includes liabfllty essumed by the Named insured under the Indemnification and/or hoid fiaxmlea s provisions) contained or executed in conjunctian with the written agreement(s) or permit(s) designated above, between the Named Insured and the Additional Insureds. 6. The policy to which this endorsement is attached shall not be subject to cancellation, change in coverage, reduction of limits (except as the result of the payment of claims), or non -renewal except afterwritten notice to City, by certified mail, return receipt requested, not less than thirty (30) Days before the effective date thereto. In the event of Company's failure to comply with this notice provision, the policy as initially drafted will continue in full force and effect until compliance with this notice requirement. 7. Company hereby waives all rights of subrogation and contribution against the Additional Insureds, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to the perils insured against in relation to those activities described generally above with regard to operations performed by or on behalf of the Named Insured regardless of any prior, concurrent, or subsequent active or passive negligence by the Additional Insureds. 24 S. It is hereby agreed that the laws of the State of California shall apply to and govern the validity, construction, interpretation, and enforcement of this contract of insurance. This endorsement and all notices given hereunder shall be sent to City at: City Manager City of Seal Beach City Hall 211 8th Street Seal Beach, CA 90740 10. Except as stated above and not in conflict with this endorsement, nothing contained herein shall be held to waive, alter or extend any of the limits, agreements, or exclusions of the policy to which this endorsement is attached. TYPE OF COVERAGES TO WHICH THIS POLICY PERIOD LIMITS OF EIND 0RSEMEt51T_.ATTACHF S I`RQMlTQ LIABILITY 11. Scheduled items or locations are to be identified on an attached sheet. The following inclusions relate to the above coverages. Includes'. ❑ Any Automobiles ❑ All Owned Automobiles o Non -owned Automobiles ❑ Hired Automobiles ❑ Scheduled Automobiles ❑ Garage Coverage ❑ Truckers Coverage a Motor Carrier Act ❑ Bus Regulatory Reform Act ❑ Public Livery Coverage n 12. A ❑ deductible or ❑ self-insured retention (check one) of $_ applies to all coverage(s) except: (if none, so state). The deductible is applicable ❑ per claim or ❑ per occurrence (check one). 13. This is an ❑ occurrence or ❑ claims made policy (check one). 14. This endorsement is effective on Policy Number at 12:01 a.m. and forms a part of 1, (print name), hereby declare under penalty of perjury under the laws of the State of California, that I have the authority to bind the Company to this endorsement and that by my execution hereof, I do so bind the Company. Executed , 20 Telephone No.: (_) 25 Signature of Authorized Representative (Original signature only; no facsimile signature or initialed signature accepted) EXHIBIT E ACKNOWLEDGMENT OF PENAL AND CIVIL PENALTIES CONCERNING CONTRACTOR LICENSING LAWS zG STATEMENT ACKNOWLEDGING PENAL AND CIVIL PENALTIES CONCERNING THE CONTRACTORS' LICENSING LAWS [Business & Professions Code §7028.15] [Public Contract Code § 20103.5] I, the undersigned, certify that I am aware of the following provisions of California law and that I, or the entity on whose behalf this certification is given, hold a currently valid California contractor's license as set forth below (required at time of award): Business & Professions Code § 7028.15: (a) It is a misdemeanor for any person to submit a bid to a public agency in order to engage in the business or act in the capacity of a contractor within this state without having a license therefore, except in any of the following cases: (1) The person is particularly exempted from this chapter, (2) The bid is submitted on a state project governed by Section 10164 of the Public Contract Code or on any local agency project governed by Section 20104 [now § 20103.5] of the Public Contract Code. (b) If a person has been previously convicted of the offense described in this section, the court shall impose a fine of 20 percent of the price of the contract under which the unlicensed person performed contracting work, or four thousand five hundred dollars ($4,500), whichever is greater, or imprisonment in the county jail for not less than 10 days nor more than six months, or both. In the event the person performing the contracting work has agreed to fumish materials and labor on an hourly basis, "the pace of the contract" for the purposes of this subdivision means the aggregate sum of the cost of materials and labor furnished and the cost of completing the work to be performed. (c) This section shall not apply to a joint venture license, as required by Section 7029.1. However, at the time of making a bid as a joint venture, each person submitting the bid shall be subject to this section with respect to his or her individual licensure. (d) This section shall not affect the right or ability of a licensed architect, land surveyor, or registered professional engineer to form joint ventures with licensed contractors to render services within the scope of their respective practices. (e) Unless one of the foregoing exceptions applies, a bid submitted to a public agency by a contractor who is not licensed in accordance with this chapter shall be considered non-responsive and shall be rejected by the public agency. Unless one of the foregoing exceptions applies, a local public agency shall, before awarding a contract or issuing a purchase order, verify that the contractor was properly licensed when the contractor submitted the bid. Notwithstanding any other provision of law, unless one of the foregoing exceptions applies, the registrar may issue a citation to any public officer or employee of a public entity who knowingly awards a contract or issues a purchase order to a contractor who is not licensed pursuant to this chapter. The amount of civil penalties, appeal, and finality of such citations shall be subject to Sections 7028.7 to 7028.13, inclusive. Any contract awarded to, or any purchase order issued to, a contractorwho is not licensed pursuant to this chapter is void. (f) Any compliance or noncompliance with subdivision (e) of this section, as added by Chapter 863 of the Statutes of 1989, shall not invalidate any contract or bid awarded by a public agency during which time that subdivision was in effect. (g) A public employee or officer shall not be subject to a citation pursuant to this section if the public employee, officer, oremploying agency made an inquiry to the board forthe purposes of verifying the license status of any person or contractor and the board failed to respond to the inquiry within three 27 business days. For purposes of this section, a telephone response by the board shall be deemed sufficient. Public Contract Code § 20103.5: In all contracts subject to this part where federal funds are involved, no bid submitted shall be invalidated by the failure aF the bidder to be licensed In accordance with the laws of this state. However, at the time the contract is awarded, the contractor shall be properly licensed in accordance with the laws of this state. The first payment for work or material under any contract shall not be made unless and until the Registrar of Contractors verifies to the agency that the records of the Contractors' State License Board indicate that the contractor was properly licensed at the time the contract was awarded. Any bidder or contractor not sv licensed shall be subject to all legal penalties imposed by law, incfuding, but not ilimited to, any appropriate disciplinary action by the Contractors' State license Board. The agency shall Include a statement to that effect in the standard form of pre -qualification questionnaire and financlal statement. Failure of the Bidder to obtain proper and adequate licensing for an award of a contract shall constitute a failure to execute the Contract and shall result in the forfeiture of the security of the Bidder. License No.. 630360 Date: 03/17/21 Class. A, C12 SP -28 __ Expiration Date: 10/31/21 EXHIBIT F LABOR LAW REQUIREMENTS SP -29 AGREEMENT TO COMPLY WITH CALIFORNIA LABOR LAW REQUIREMENTS [Labor Code §§ 1720, 1773.8, 1775, 1776, 1777.5, 1813, 1860, 1861, 37003 The undersigned Contractor certifies that it is aware of and hereby agrees to fully comply with the Following provisions of California law: 1. Contractor acknowledges that this Contract is subject to the provisions of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works and the awarding 1publlc agency CA.gency") and agrees to be bound by all the provisions thereof as though set forth in full herein. 2. Contractor agrees to comply with the provisions of California Labor Code Section 1773.8 which requires the payment of travel and subsistence payments to each worker needed to execute the Work to the extent required by law. 3. Contractor agrees to comply with the provisions of California Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Contractor shall, as a penalty to the Agency, forfeit not more than fifty dollars ($50) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the Director of Industrial Relations forthe work or craft in which the worker is employed for any public work done under the Contract by Contractor or by any subcontractor. 4. Contractor agrees to comply with the provisions of California Labor Code Section 1776 which require Contractor and each subcontractor to (1) keep accurate payroll records, (2) certify and make such payroll records available for inspection as provided by Section 1776, and (3) inform the Agency of the location of the records. The Contractor is responsible for compliance with Section 1776 by itself and all of its subcontractors. 5. Contractor agrees to comply with the provisions of California Labor Code Section 1777.5 concerning the employment of apprentices on public works projects, and further agrees that Contractor is responsible for compliance with Section 1777.5 by itself and all of its subcontractors. 6. Contractor agrees to comply with the provisions of California Labor Code Section 1813 concerning penalties for workers who work excess hours. The Contractor shall, as a penalty to the Agency, forfeit twenty-five dollars ($25) for each worker employed in the execution of the Contract by the Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the California Labor Code. 7. California Labor Code Sections 1860 and 3700 provide that every contractor will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Contractor hereby certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for worker's compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the Work of this Contract." Date 3/17/21 Signature -- GREY R_ KIRS HNER: CEO, PRES,VP,SEC,TRES SP -30 EXHIBIT G INDEMNIFICATION AND HOLD HARMLESS AGREEMENT SP -31 INDEMNIFICATION AND HOLD HARMLESS AGREEMENT AND WAIVER OF SUBROGATION AND CONTRIBUTION OFFICIAL TITLE OF PROJECT: FY2020-2021 Annual Local Paving Program — ST 2102 Indemnitor(s) (list all names): to the fullest ex lent permitted by law, indemnitor hereby agrees, at its &o le cost and expense, to defend, protect, indemnify, and hold harmless the City of Seal Beach and its elected officials. officers, attorneys, agents, employees, volunteers, successors, and assigns (collectively "Indemnitees") from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of actlan, proceedings, expenses, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants, attorneys, or other professionals and all costs associated therewith (collectively "Liabilities"), arising or claimed to arise, directly or indirectly, out of, in connection with, resulting from, or related to any act, failure to act, error, or omission of Indemnitor or any of its officers, agents, servants, employees, subcontractors, materialmen, suppliers or their off icefs, agents, servants or employees, arising or claimed to arise, directly or Ind irectIy, out of, in connectlon with, resulting froM, or related to the above -ref areneed r~ontract, agreement, license. or permit (the "Contract"} or the performance or fall Lve to perform any term, provision, covenant, or Gondition of the Contract: including this indemnity provision_ This indermody prevision is affective regard less of any prior, cvn 4irrent, or suhsequent active ar passive negligence by Indemnitees and shall operate to fury indemnify Indemnitees against any such negligence_ This indemnity pfovtsron shall survive the termination of the Contract and is in addition to any other rights or remedies which Indemnitees may lave under the law. Payment is not required as a condition precedent to an indemnitee's right to recover under this indemnity provision, and an entry of judgment against an inderrinitse shall becorrclusivein favorof the lndemmti�e's righito recover under this indemnity provislon. Indamnitof shall pay Indemnitees fof any attorneys fees and costs incurred in enforcing this Indemnification provision. No#withstanding the foregoing, nothing in this instrument shall be construed to encompass (a) Indemnitees' sole neg I19ence or vuillful misconduct to the limited extent that the underlying Contract is subject to Civil Cotte § 2782(2) a (b) the contracting public agency'S active nag jig @nee to the limited extent that the underlying Cootract IB subject to Civil Coda § 2782(b) This indemnity is efrective withoul reference to the existence or applicability of any insurance coverage which may have been required under the Contract or any additional insured endorsements which may extend to Indemnitees Indemnitor, an behalf of itself and all parties claiming under or through it. hefeby waives all rights of subrogatlon and contribution against the Indemnitees, whlle acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to activities or operations performed by or an behalf of the Indemnitor regardless of any prior, concurrent, or subsequent active or passive negligence by the Ind ern nit ees. In the event there is more than one person or entity nam ed in the Contract as an Indernnitar, then all obligations, liabilities, covenants and conditioris under this Instrument shall be joint and several. "Indemnitor" Name _ _ Name: By: _ By: Its SP -32 Its EXHIBIT H ACCEPTED BID PROPOSAL SP -33 BID PROPOSAL FY20-21 ANNUAL LOCAL PAVING PROGRAM PROJECT CIP NO. ST2102 ONYX PAVING COMPANY, INC. Bidder's Name TO THE HONORABLE MAYOR AND CITY COUNCIL OF THE CITY OF SEAL BEACH: The undersigned, as Bidder, declares that: (1) -this Bid is made without collusion with any other person, firm or corporation, and that the only persons or parties interested as principals are those named herein as sworn in the attached Non -Collusion Declaration; (2) -Bidder has carefully examined the Project Plans, Specifications, Instructions To Bidders, Bid Proposal Form, Notice Inviting Sealed Bids and all other Contract Documents and information furnished therefore and the site of the proposed Work; and (3) - Bidder has investigated and is satisfied as to the conditions to be encountered, the character, quality and quantities of Work to be performed and materials to be furnished. Furthermore, Bidder agrees that submission of this Bid shall be conclusive evidence that such examination and investigation have been made and agrees,, in the event this Contract be awarded to Bidder, to enter intoes Contract with the City, to perform said proposed Work in accordance with the Plans, if any, and the terms of the Specifications, in the time and manner therein prescribed, and to furnish or provide all materials, labor, tools, equipment, apparatus and other means necessary so to do, except such thereof as may otherwise be furnished or provided under the terms of said Specifications, for the following stated unit prices or lump sum price as submitted on the Bid Sheet herein. The Bidder shall submit as part of this Bid a completed copy of the Contractor's Industrial Safety Record. This Safety Record must include all construction work undertaken in the State of California by the Bidder and any partnership, joint venture or corporation that any principal of the Bidder participated in as a principal or owner for the last five calendar years and the current calendar year prior to the date of Bid submittal. Separate information shall be submitted for each such partnership, joint venture, or corporate or individual Bidder. The Bidder may attach any additional information or explanation of data which the Bidder would like to be taken into consideration in evaluating the safety record. An explanation of the circumstances surrounding any and all fatalities must be attached. Accompanying this Bid is (Circle one "a Cashier's Check", "a certified check", or "a Bidder's Bond in the form furnished by the City", as the case may be) in the amount of $ la% of torAti an amount equal to at least ten percent (10%) of the total aggregate Bid price based on the quantities shown and the unit prices quoted. The undersigned Bidder agrees that should Bidder be awarded the Contract on the basis hereof and thereafter fail or refuse to enter into a Contract and provide the required evidence of insurance and bonds within fifteen (15) calendar days after written notice of the award, the check or bond shall be forfeited to the City in accordance with Public Contract Code section -20172, except as otherwise provided in Public Contract Code section -20174. The undersigned agrees that in the event of such failure, the actual amount of damages to the City would be impractical and extremely difficult to determine. In compliance with the Notice Inviting Sealed Bids, the undersigned hereby agrees to enter into a Contract to furnish all labor, materials and supplies for this Project in accordance with the Specifications, Plans and other Contract Documents which are on file in the office of the Engineer, to the satisfaction and under the direction of the Engineer, at the following prices: completed by the undersigned is fixed at 30 WORKING DAYS starting from the day after the issuance of the Notice to Proceed. 64 BID PROPOSAL FOR FY 20-21 ANNUAL LOCAL PAVING PROGRAM PROJECT CIP NO. ST2102 BID SHEET 1ID SCHEDULE A (BASE BID) Item Unit Price Extended Price No. Description Unit Quantity (in Figures) (in Figures) Project Mobilization, A-1 Demobilization and Cleanup (Not LS 17 to Exceed 5% of Construction Surveying & Monument A-2 Preservation. LS 1 $ Koeo $ Noon A-3 Traffic Control & Public Notification V LS 1 $ 1&000 $ 10060 A-4 I Adjust Sewer Manhole to Grade EA " 9 Soo $ 500 3 WS do A-5 Adjust Water Valve Frame and EA 9 Cover to Grade A-6 1" Uniform Depth AC Cold Mill SF 71,800 g 0,15 310 770 A-7 1.5" to 1" Variable Depth AC Cold SF 41,100 Mill # 0. 8 A-8 Construct 1.5" FRAC Overlay TON 1,060 : 89.81 95 L8'3. 40 Localized Pavement Removal & A-9 Reconstruction (4" Uniform Depth SF 12,010 $ 2.95 $ 35 H2`l , so AC Cold Mill and 4 AC Base Pavin Course) Install Signing, Striping, and A-10 Pavement/Curb Markings and LS 1 $ 300n $_ 3000 , Legends _ CMB Subgrade Stabilization A-1 1 Allowance Y 100 $ roe $ 10000 TOTAL BASE BID PRICE (ITEMS NO. A-1 THROUGH A-11) One hm4td nint q 4lh 46osand d0t<4rs $ m 6 , 0 0 0 WORDS FIGURES IN CASE OF DISCREPANCY BETWEEN WORDS AND FIGURES, THE WORDS SHALL PREVAIL 65 IID SCHEDULE B (ADDITIVE ALTERNATE BIDj Item Description Unit Quantit Unit Price Extended Price No. y (in Figures) (in Figures) Project Mobilization, S-1 Demobilization and Cleanup (Not LS ilffe•195 270to J; to Exceed 5% of Construction Costs). B-2 Surveying & Monument LS 1 $ aaoo $ Preservation. B-3 Traffic Control & Public Notification LS 1 $ ia000 B-4 Adjust Sewer Manhole to Grade Adjust Water Valve Frame -and B-5 Cover to Grade B-6 1" Uniform Depth AC Cold Mill B-7 1.5" to 1" Variable Depth AC Cold Mill B-8 Construct 1.5" FRAC Overlay Localized Pavement Removal & B-9 Reconstruction (4" Uniform Depth AC Cold Mill and 4" AC Base Paving Course Install Signing, Striping, and B-10 Pavement/Curb Markings and Legends _ TOTAL ADDITIVE ALTERNATE BID PRICE (ITEMS NO. B-1 THROUGH B-10) -nim 46vso,04 Lws WORDS _ EA 2 EA 5 $ $ Z5D0 SF 15,300 4 6,13 Oz24 SF 9,400 TON 235 � $4• sit z! i a ►1.15 SF 1 3,960 1$ 2.95 1 $ 11692 LS I 1 $ 1 00o I $ coo $ 501,000 FIGURES IN CASE OF DISCREPANCY BETWEEN WORDS AND FIGURES, THE WORDS SHALL PREVAIL 66 Note: Items may be adjusted or deleted. Therefore, regardless of total actual volume (percentage) compared to estimated quantities, the unit prices provided above by the Bidder shall be applied to the final quantity when payment is calculated for these items. No adjustment in the unit prices will be allowed. The City reserves the right to not use any of the estimated quantities; and if this right is exercised, the Contractor will not be entitled to any additional compensation. Cost of all export of material shall be included in the above unit costs; no additional compensation will be granted for such expenses. TOTAL BID PRICE = BASE BID AMOUNT + ADDITIVE ALTERNATE BID AMOUNT TOTAL BID PRICE IN DIGITS: $ TOTAL BID PRICE IN WORDS: IN CASE OF DISCREPANCY BETWEEN WORDS AND FIGURES, THE WORDS SHALL PREVAIL. <END OF BID SCHEDULE> g! i�0� SEA('ec�9ti f� G� nyy AGENDA STAFF REPORT �1'',,C'QCIFORN�P'r DATE: March 22, 2021 TO: Honorable Mayor and City Council THRU: Jill R. Ingram, City Manager FROM: Philip L. Gonshak, Chief of Police SUBJECT: Approving and Authorizing a Memorandum of Agreement with the Orange County Auto Theft Task Force SUMMARY OF REQUEST: That the City Council adopt Resolution 7129: 1. Approving the Memorandum of Agreement with the Orange County Auto Theft Task Force assigning a Seal Beach Police Officer to the task force; and, 2. Authorizing the City Manager to execute the Agreement. BACKGROUND AND ANALYSIS: Auto theft is a significant national crime trend that has resulted in $6.4 billion in losses in 2019. These losses are passed on to the consumer in the form of increased insurance premiums, higher priced vehicles, and less tax revenue. In 2020, auto theft increased by 25% in Orange County and 43% in Seal Beach compared to 2019. Assembly Bill 767, passed in 1993, resulted in California Vehicle Code Section 9250.14 that allowed County Boards of Supervisors to assess a $1 fee for every passenger vehicle registration and $3 for every commercial vehicle registration. Orange County has taken advantage of the funding generated by this initiative and created the Orange County Auto Theft Taskforce (OCATT). OCATT is a regional law enforcement task force made up of several participating State and local law enforcement agencies. The mission of OCATT is to reduce the incidence of vehicle theft while increasing the apprehension of the professional vehicle thief. Their objectives include: working in a collaborative manner with other agencies and taskforces in the sharing of intelligence related to vehicle theft; increasing the number of arrests of vehicle theft suspects, particularly professional thieves participating in stripping, renumbering for resale, exportation and car - jacking; identifying locations supporting vehicle theft offenses and taking Agenda Item M appropriate action; identifying and targeting local trends and patterns of vehicle theft; increasing the recovery rate of stolen vehicles in Orange County; providing investigative expertise; and providing a forum for public awareness of auto theft prevention. The Orange County District Attorney's Office (OCDA) provides oversight and administration of OCATT and manages an annual budget between $2.9 and $3.1 million annually. The OCDA provides an attorney clerk, crime analyst, and accountant auditor. The OCDA also assigns a prosecuting attorney directly to OCATT. This allows the OCDA to work directly with OCATT investigators and prosecute the cases from inception to conclusion. The California Highway Patrol is the statewide auto theft coordinator and, with the Orange County Sheriff's Department (OCSD), provides management and direct supervision of the OCATT investigators. There is an Executive Committee made up of the Orange County Sheriff and the Chiefs of Police from the participating agencies that provides additional direction and input. In its 27 years of existence, OCATT has arrested over 1,700 criminal suspects and recovered over 6,900 vehicles in excess of a value of $105 million. Because of the increases in auto theft and operating costs, OCATT went to the Orange County Board of Supervisors (OCBOS) in 2020 and requested an increase in the registration fee to $2 per passenger vehicle and $4 for each commercial vehicle registered. The OCBOS approved this increase in December 2020. This has allowed OCATT to increase its personnel allotment and the capability to investigate auto theft and related crimes. Vehicle registration collections for theft deterrence yielded Orange County $2,895,922 in revenue for Fiscal Year 2019- 2020. With the approved increase, this revenue can be expected to double. Currently, this funding initiative does not have a sunset clause, so it is expected to continue as a permanent funding source. This assignment will not place any additional burden on the annual budget, as Seal Beach residents with registered vehicles already pay for this service through their vehicle registration fees. Currently, the Seal Beach Police Department (SBPD) is approved for 38 sworn Police Officer positions. Approval of this request would increase the number of sworn Police Officer positions to 39. The SBPD has been invited to be a participating member of OCATT. Revenues from the vehicle registration fees will fully fund the assignment of a Seal Beach Police Officer to OCATT as an investigator. Being a participating member of OCATT will give the SBPD an increased capability to respond to and investigate auto thefts and related crimes. OCATT has a team of investigators that will be readily available to the SBPD, as well as increased technology capabilities and access to a greater law enforcement network of resources. Page 2 ENVIRONMENTAL IMPACT: There is no environmental impact related to this item. LEGAL ANALYSIS: The City Attorney has reviewed this item and approved it as to form. FINANCIAL IMPACT: The cost of the additional police officer is estimated to total $252,000. Revenues from the vehicle registration fees will fully fund the cost of a new officer to be hired and assigned to OCATT as an investigator. This assignment will not place any additional burden on the annual budget. Seal Beach residents with registered vehicles already pay for this service through their vehicle registration fees. Funding and associated expenditures would be tracked in a separate fund allowing the City to adequately monitor the revenues and expenditures associated with this program. Should funding for this Taskforce position cease for some unforeseen reason, then the additional Police Officer would be absorbed back into the Department and funded through a secondary source until attrition returns the sworn Police Officer staffing to 38 positions. The City of Seal Beach would request ongoing reimbursement from the Taskforce for the position on a monthly basis so as to minimize the impact on the budget. Cost Analysis: Police Officer (top step, + 5% Detective pay, + 40 hours of overtime annually, no longevity pay) = Total $252,000. STRATEGIC PLAN: This item is applicable to the 3 -year Strategic Plan goal of Preserving Public Safety Services. MEASURE BB: This item is applicable to Measure BB, the Seal Beach Neighborhood and Essential Services Protection Measure. Page 3 RECOMMENDATION: That the City Council adopt Resolution 7129: 1. Approving the Memorandum of Agreement with the Orange County Auto Theft Task Force assigning a Seal Beach Police Officer to the task force; and, 2. Authorizing the City Manager to execute the Agreement. SUBMITTED BY: Philip Gonshak Philip L. Gonshak, Chief of Police NOTED AND APPROVED: Jill R. Ingram Jill R. Ingram, City Manager Prepared by: Michael Henderson, Operations Captain ATTACHMENTS: A. Resolution 7129 B. Memorandum of Agreement Orange County Auto Theft Task Force Page 4 RESOLUTION 7129 A RESOLUTION OF THE SEAL BEACH CITY COUNCIL APPROVING AN AGREEMENT WITH THE ORANGE COUNTY AUTO THEFT TASKFORCE THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE: SECTION 1. The City Council hereby approves that State and Local Task Force Agreement with the Orange County Auto Theft Taskforce. SECTION 2. The Council hereby authorizes the City Manager, or her designee, to execute the agreement. PASSED, APPROVED AND ADOPTED by the Seal Beach City Council at a regular meeting held on the 22nd day of March, 2021 by the following vote: AYES: Council Members NOES: Council Members ABSENT: Council Members ABSTAIN: Council Members Joe Kalmick, Mayor ATTEST: Gloria D. Harper, City Clerk STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7129 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 22nd day of March, 2021. Gloria D. Harper, City Clerk Attachment A MEMORANDUM OF AGREEMENT ORANGE COUNTY AUTO THEFT TASK FORCE Updated January 2018 This Memorandum of Agreement (MOA) is made and entered into as of January 2, 2018, which date is stated for purposes of reference only, by and between the following parties. City of Anaheim, California; City of Brea, California; City of Buena Park, California; City of Fullerton, California; City of Huntington Beach, California; City of Laguna Beach, California; City of Newport Beach, California; City of Placentia, California ; City of Tustin; California; California Highway Patrol; California Department of Motor Vehicles; and the County of Orange, a political subdivision of the State of California ("County"). The above -listed entities may be referred to individually as "Party" or collectively as "Parties." I. OVERVIEW In an effort to suppress vehicle theft crimes and address mounting public concern, the California Legislature passed into law Senate Bill 2139 (Vehicle Code Section 9250.14). This bill authorizes the Board of Supervisors to impose a one -dollar fee on all vehicles registered in the County at the time of registration renewal to enhance the capacity of local law enforcement and prosecutors to deter, investigate, and prosecute vehicle theft crimes. On January 12, 1993, the Orange County District Attorney, in conjunction with the Orange County Chiefs' and Sheriff s Association, requested the Board of Supervisors adopt a resolution pursuant to Vehicle Code section 9250.14 specifically to fund a multi jurisdictional vehicle theft task force. Resolution No. 93-54 was adopted unanimously, which results in an additional $1.00 fee to be charged on each Orange County new and renewal vehicle registration. Assembly Bill 767 (2013) amended Vehicle Code section 9250.14 to eliminate the repeal date and thus extend the $1.00 fee to be charged on vehicle registrations and the continuous appropriation to fund the multi -jurisdictional vehicle theft task force indefinitely. Vehicle theft is the most costly property crime in the United States. Auto theft results in monetary losses to victims, funds organized crime/gangs, contributes to violent crimes and affects auto insurance costs for the driving public. Auto theft in Orange County decreased 4.33 percent in 2016 as compared to 2015 statistics. There were 8,752 vehicles stolen in Orange County in 2016, which is approximately 4% of the statewide number of stolen vehicles. Combined efforts of California law enforcement agencies, and the hard work of the multi jurisdictional vehicle theft task forces like Orange County Auto Theft Task Force (OCATT), coupled with prevention efforts by the public and vehicle manufacturers, have contributed to the decrease in the number of vehicle thefts statewide over the previous years. Unfortunately in 2016, there was a 3.4 percent increase from the previous (2015) year in the number of vehicles stolen statewide. In 2016, 186,857 vehicles were stolen in California with an estimated value of over $1.3 billion. Of the vehicles stolen statewide in 2016, over 90 percent were successfully recovered. OCATT - MOA January 2018 Page I of 10 Attachment A II. MISSION To reduce the incidence of vehicle theft and increase the apprehension of professional vehicle thieves. A. Objectives I. Interface with the Regional Narcotics Suppression Program (RNSP), Orange County Gang Task Force, California Highway Patrol (CHP) Investigative Services, Department of Motor Vehicles (DMV), Department of Justice (DOJ), and all agencies within Orange County for the sharing of intelligence related to vehicle theft. 2. Increase the arrests of vehicle theft suspects, particularly professional thieves participating in stripping, renumbering for resale, exportation, and car -jacking. 3. Identify locations supporting vehicle theft offenses and take the appropriate enforcement action. These locations may include legitimate businesses (repair/body shops and dismantlers) used for illegal activities and sites of " chop shop" operations. 4. Identify local trends and/or patterns of vehicle theft activities targeted by task force investigators. 5. Increase the recovery rate of stolen vehicles in Orange County. 6. Provide a fundamental vehicle theft investigation repository of vehicle theft expertise, support, coordination, and functional database. 7. Provide a forum for public awareness of vehicle theft prevention. This will be accomplished through coordination with local media to expose the vehicle theft program and encourage public participation, while discouraging potential vehicle thieves. III. TASK FORCE ORGANIZATION OCATT, having already been formed by participating law enforcement agencies, is organized as follows: A. Executive Committee The Executive Committee shall act as the Board of Directors of the Orange County Auto Theft Task Force and direct the affairs of such. The Executive Committee shall be comprised of members from the participating law enforcement agencies. The composition of the Executive Committee may be adjusted by a majority vote of the existing Committee members. Members of the Executive Committee should meet as needed to review task force operations and provide guidance and input. The Chief of the District Attorney's Bureau of Investigation Unit shall serve as Director and Chairperson of the Executive Committee. Voting of the Executive Committee shall be by majority vote and by committee members only. Board vacancies shall be filled by majority vote of the Executive Committee. B. Task Force Coordinator OCATT - MOA January 2018 Page 2 of 10 Attachment A A Lieutenant of the California Highway Patrol will staff the Task Force Coordinator`s (Coordinator) position. The Coordinator will be responsible for management of the task force and will be accountable to the Executive Committee. The Coordinator will dedicate that amount of time necessary to efficiently manage the Task Force. The Parties to this MOA agree that the Coordinator's salaries and benefits will not be reimbursed by the task force fund. C. Supervision The task force staff will be comprised of two investigative teams assigned by the Coordinator, dictated by vehicle theft trends and demographics. Supervision of the investigative teams will be the responsibility of a sergeant, a working member of the team. Selection of task force supervisors will be based upon level of expertise, previous performance and availability. Selection of the supervisors will be from a qualified pool of candidates provided by participating agencies. The selection shall be the responsibility of the Coordinator with concurrence of the Executive Committee. The Parties to this MOA agree that salaries and benefits associated with supervisory positions will be reimbursed by the task force fund. D. Prosecution Staff The District Attorney's Office will assign up to two prosecutors and one investigator to work alongside task force members. The prosecutors will provide legal review and file task force cases warranting criminal complaints. All task force cases will be vertically prosecuted. The District Attorney's investigator will act as liaison between task force members and prosecutors and participate in investigations and the filing of criminal cases. The Parties to this MOA agree that salaries and benefits for these positions will be reimbursed by the task force fund. E. Investigators The task force shall be staffed by qualified detectives/investigators. Assignment to the task force shall be for a minimum of three years. Due to the sensitive nature of the position, personnel recommended for assignment will be subject to selection interviews by the Coordinator and supervisors. Consideration for assignment is based on previous performance, investigative experience and ability to work well with others in a covert and close environment. Personnel not meeting acceptable standards of performance or refusing to comply with task force policies and procedures may be removed from the task force assignment. Should the Coordinator have cause to remove a task force staff member, he/she shall discuss the issue with the participating agency. If the participating agency does not concur with the Coordinator's decision to remove the member, the issue shall be forwarded to the Executive Committee for resolution. It is agreed, however, the resolving of operational issues at the lowest Ievel serves the best interest of the task force. The Parties to this MOA agree that salaries and benefits associated with these detectives/investigators will be reimbursed from the task force fund. F. Administrative Support Staff The Office of the District Attorney will assign up to two attorney clerks to the task force. These positions will support office/administrative operations and task force personnel and provide clerical liaison between participating agencies. OCATT - MOA January 2018 Page 3 of 10 Attachment A An accounting staff member will be assigned by the Office of the District Attorney to handle all aspects of accounting, budgeting, purchasing, financial reporting including receipt, disbursement, and reconciliation of task force fund. This position will be responsible for providing a quarterly and/or annual accounting of the fund. The Parties to this MOA agree that the salaries and benefits for these three positions will be reimbursed by the task force fund. G. Department of Motor Vehicles (DMV) Investigator The Department of Motor Vehicles, Investigations Division, will assign one full-time investigator to the task force to assist with, but not limited to, records information including vehicle backgrounds, fraudulent identification (vehicles/persons), identification of suspects, and document analysis. The Parties to this MOA agree that the investigator's salaries and benefits will not be reimbursed by the task force fund. Further, the Parties to this MOA agree that overtime expenses for the investigator will be reimbursed by the task force fund. Refer to Section IV .D, Overtime, for further requirements. The task force will supply general support items such as work space, office furniture, vehicle, communications equipment and other equipment necessary to perform investigative duties. H. California Highway Patrol The Department of California Highway Patrol (CHP) will assign two full-time officers to work as investigators to the task force. The Parties to this MOA agree that all salaries and benefits accrued by these investigators will be paid by the Department of California Highway Patrol and will not be reimbursed by the task force fund. Further, the parties to this MOA agree that overtime expenses for these investigators will be reimbursed to the Department of California Highway Patrol by the task force fund up to the maximum amount agreed upon in the Standard Agreement (STD 213). Refer to Section IV.D, Overtime, for further requirements. The task force will supply general support items such as work space, office furniture, vehicle, communications equipment and other equipment necessary to perform investigative duties. IV. FISCAL PROCEDURES A. Salaries and Benefits The Coordinator, participating investigators from the Department of Motor Vehicles and the California Highway Patrol, will not be reimbursed for salaries and benefits. The salaries, benefits of all remaining task force staff participants will be reimbursed to the participating agencies by the task force fund. It shall be the responsibility of the Coordinator to institute a system of checks and balances, whereby, the hours of each participant will be authorized and audited for accuracy. This information will be reported to the participating agencies' time analyst, with a copy to the task force accounting staff. The task force coordinator will retain a copy of this record. Members assigned to the task force whose salaries and benefits are reimbursed by the task force fund shall be assigned as a full time position. The administrative processing to determine OCATT - MOA January 2018 Page 4 of 10 Attachment A payroll by the participating agencies will not be reimbursed. B. Overtime The overtime expenses for the two officers from the California Highway Patrol and one investigator from the Department of Motor Vehicles, Investigations Division will be reimbursed by the task force fund. The Executive Committee may approve a "not to exceed" monthly allocation of overtime to be utilized by the task force. Monthly amounts exceeding this allocation will require written justification by the task force coordinator for approval of the Executive Committee. C. Indirect Costs The County of Orange, through the Office of the District Attorney, receives and is the financial administrator for all source funds for the task force. As such, a significant amount of management time is consumed for the administration of funds, approval process of invoices, other expenditures associated with these funds, and other various administrative tasks associated with administering the MOA and OCATT program in general, thus incurring indirect costs. For these Indirect Costs, District Attorney's office will be reimbursed by the task force fund using an Indirect Rate calculated annually and approved by the County Auditor Controller. D. Participant Claims for Reimbursement The personnel assigned and to be funded by the task force will be paid by their respective agencies. Participating agencies, then, will request reimbursement for task force members' regular salaries, benefits and overtime, when applicable. Reimbursement will be based on actual hours of program participation. Overtime expense will be reimbursed using task force member's overtime pay rate at the time the overtime hours worked regardless of these hours being paid in cash or converted to compensation time off by participating agencies. Hence, to avoid duplicate billing, the compensation time off taken by task force members will not be reimbursed from the task force fund. When OCATT investigators attend training not related to OCATT duties, i.e. riot training, bomb squad, scuba diving, those hours will not be paid by OCATT. All claims are subject to approval by the Task Force Coordinator. It is the responsibility of the task force accounting staff to develop a format for claiming expenses, with appropriate substantiating data, and to provide a sample of the document to the participating agencies for claim purposes. Payment of submitted claims will be processed within 90 days of receipt of invoice in a format acceptable to the task force. In the unlikely event that revenues fall short of what is required for full recompense, reimbursement shall be made on a pro rata, share basis. In no event will general revenues of the County be used to offset any shortage. Claims for reimbursement of travel, per diem, lodging, materials, or services necessary to perform task force activities shall be submitted on an approved claim form specific to task force operations. All claims are subject to approval by the task force coordinator and the County of Orange policies and procedures. Upon approval, the coordinator shall forward the reimbursement claims to the task force accounting staff for payment processing within90 days of receipt of claims. OCATT - MOA January 2018 Page 5 of 10 Attachment A E. Right to Audit Each party to this agreement shall make available to the County, at all reasonable times, their financial records relating to this agreement. The County or independent auditor may audit such records and, should the County determine ineligible costs have been reimbursed, the agency shall immediately repay that amount deemed ineligible. If not repaid within 30 days, the County may withhold the amount deemed ineligible from future reimbursements. The parties shall maintain the original copies of the required records for a period of three years after the date the expense is reimbursed. F. Special Fund The Office of the District Attorney, in order to facilitate task force operations, shall establish a special appropriation fund. These funds shall be used only as necessary in the performance of duties relating to task force activities. Use of special fund will be limited to special and extraordinary expenses incurred during the investigation of vehicle thefts in accordance with Government Code Sections 29400 through 29407. Authorization to use these funds will be determined by the Executive Committee through its Chairperson. V. LIABILITY Each participating agency involved in the task force shall have full financial responsibility for their respective employees assigned to the task force, including vehicle accidents and industrial injury claims. Additionally, the agency shall be responsible for any and all workers' compensation claims of their respective employees in the event of injury during the course and scope of duties while assigned to the task force. The County, its officers, agents and employees shall not be deemed to have assumed any liability for the negligence of participating agencies, officers or employees, and participating agencies shall hold the County, its officers and employees harmless from claims and damages resulting there -from. Participating agencies and the County shall hold each other harmless from the liability for acts or omissions of the other. Each Party to this agreement agrees to defend, indemnify, and hold harmless the other Parties to this agreement, in regard to liability imposed on the agreeing Parties, due to acts or omissions of another Party's assigned employees. VI. OPERATIONAL LOCATION Appropriate space will be leased to house task force participants and equipment. The lease will be paid from the task force fund. The task force office will be centrally located within Orange County. Location will be selected by the task force coordinator in conjunction with County of Orange County Executive Office, and approved by the Executive Committee. VII. EQUIPMENT The task force coordinator will be responsible for coordinating the use of and tracking the equipment assigned to the task force and will utilize approved county procedures for the accounting of, and OCATT - MOA January 2018 Page 6 of 10 Attachment A safeguarding capital assets and controlled equipment. A. Vehicles If the task force is unable to provide a vehicle to the member through task force resources, participating agencies agree to provide this equipment. In the event the task force purchases, rents, or leases vehicles for use by task force members, those vehicles will be placed under the County of Orange's self-insured liability policy. However, any losses, including traffic collisions, thefts, etc., that occur while the vehicle is under the control of a task force member, shall fall under the liability of the member's home agency, and that home agency shall defend, indemnify and hold harmless the other members, including the County, as detailed in section V of this Memorandum of Agreement. Maintenance of vehicles provided by the task force will be paid for by the task force fund. Each member of the task force will be issued a gasoline card, which shall be used to purchase gasoline and two car washes per month for their assigned task force vehicle. Members shall submit the receipts monthly to the coordinator who will review, approve and forward them to the District Attorney Fiscal Services for payment processing. B. Communications Equipment Hand held mini -radios and cellular telephones will be acquired in cooperation with the County of Orange County Executive Office and paid for by the task force fund. The Coordinator, each supervisor, and each detective/investigator will be provided this equipment. Procedures are in place to ensure proper use and accountability of this equipment. C. Additional Equipment Additional equipment including surveillance equipment, office equipment, computers, hand tools, binoculars, video cameras, etc, will be purchased by the task force fund and provided to members from task force inventory. Situations requiring air support, unique vehicles, or covert assets, will require cooperative scheduling and assistance from participating agencies. VIII. UNDERCOVER DOCUMENTS The use of covert identities to support or enhance undercover operations is essential. This may require detectives/investigators to possess undercover driver's licenses, and/or other sources of identification. The procurement, utilization, and control of these documents will rest with the participating agencies. Detectives/investigators will be expected to bring covert documents with them at the time of assignment. IX. ASSET SHARING Task force operations, which result in the potential for either State or Federal asset seizures, shall be brought to the attention of the Executive Committee. The Committee will assess whether an application OCATT - MOA January 2018 Page 7 of 10 Attachment A for asset forfeiture sharing will be made pursuant to appropriate State or Federal law. Any forfeited funds paid to the task force shall be retained by the task force to pay for operational expenses. X.REPORTING A. The Coordinator will be responsible for implementing a reporting system, which tracks team activities, statistics, and accomplishments of task force operations. This reporting system will serve as the basis for quarterly reports to the Executive Committee and ensure accountability of resources, personnel and equipment. B. The Coordinator will submit an operational report to the Executive Committee on an annual basis. C. A fiscal year-end report will be submitted to the State Controller's Office as per Vehicle Code section 9250.14(g). XI. AMENDMENTS TO THE MOA The Parties may amend any portion of this MOA, as long as such amendments are done in writing and do not materially alter the obligations of the Parties hereunder. XII. TERM OF AGREEMENT This agreement shall commence on January 2, 2018, and remain in effect until the close of business, December 31, 2022, as set forth in Vehicle Code section 9250.14. Participating agencies may elect to terminate the agreement prior to its designated termination date. Any agency desiring to terminate its participation in this agreement shall indicate such intent in writing to the Executive Committee. The agency's determination shall be deemed to take effect not less than 30 days after receipt of the written communication or upon a date established by mutual agreement. XIII. SIGNATURES The undersigned state they represent and have the authority to execute this agreement on behalf of their respective agencies and, in signing this agreement, concur with and support the Orange County Auto Theft Task Force, as set forth in this agreement and for the period and purposes as stated herein. -- ?,�� ),-d "0 Chair, Board of Supervisors Date County of Orange OCATT - MOA January 2018 Page 8 of 10 F•4r�:f."nri_E SIGNAT(ir'r; 251(, 535 l"D CERTIFI= Y:� ; y S.I c . OF ; "n IJMENT HA;: 'r'.RED T,) ' �!E CMAiR 0,T. � p ROBIN �FTHEBQ(i�.' .; " ' .. SORS ORANGE COU,r).::,,.:,:;::.a City f Brea City of Buena Park forma Highway Patrol City of Fullerton . W/ � City of Huntington Beac y of Lagun each zoe;-� Ciffof Newport Beach City of Placentia OCATT - MOA January 2018 Attachment A iz-zo -/ 7 Date 12,1 Date Date 111,7116 Date /I Date Date 42-,Z7-1 Date 12.— Date Date Date Page 9of10 17 Ci Tu DateY�__.,�._�_.._... OFFICE OF THE 00tJU't'Y r'OQ' *!E'L op y OCATT - MOA January 2018 Page 10 of 10 yoF sEa�'e�,• AGENDA STAFF REPORT DATE: March 22, 2021 TO: Honorable Mayor and City Council THRU: Jill R. Ingram, City Manager FROM: Les Johnson, Community Development Director SUBJECT: Formation of Ad -Hoc Committee for Review of Housing Element Sites Inventory SUMMARY OF REQUEST: That the City Council establish an Ad -Hoc Committee consisting of two City Council members and two Planning Commissioners for the purpose of reviewing the sites inventory list being prepared for the City's 2021-2029 Housing Element Update. BACKGROUND AND ANALYSIS: State law requires each city in the Southern California Association of Governments (SCAG) region to prepare an updated Housing Element for the 6th planning cycle (2021-2029). This process includes an allocation of units to the City via the regional housing needs assessment (RHNA) process. The allocation for Seal Beach is 1,243 units. The due date for adoption of the 6th Housing Element Update (Update) is October 15, 2021. JHD Planning, LLC has been retained to assist the City with completing this task. City staff and the consultant began the Update process earlier this year. A joint study session of the City Council and Planning Commission was held March 8t" During that meeting, staff identified a sites inventory list of properties that could provide future residential units necessary for the City to meet the RHNA unit allocation. It was also noted during the meeting that an Ad -Hoc Committee was previously used during the last Housing Element Update process to review the sites inventory list and make a recommendation for the Planning Commission and City Council to consider for the Update. The Ad -Hoc Committee used during the last Update was already established, serving as the Local Coastal Program & General Plan Committee. Representation from the Planning Commission and City Council is of paramount importance with the formation of the Ad -Hoc Committee. The Committee will be specific in its purpose, which is to consider all potential properties that could serve as future sites for the development of residential units necessary to fulfil Agenda Item N the RHNA allocation of 1,243 units. With this purpose and objective in mind, it is recommended that the Ad -Hoc Committee include two City Council members and two Planning Commissioners. In addition, due to the schedule and need to maintain a timely schedule, it is also recommended that the Committee complete review of potential properties and make a recommendation within 30 days of formation. Staff anticipates that the Committee will need two meetings to complete their review of the potential properties and be able to make a recommendation. Once a recommendation is made, staff will incorporate the identified properties into a draft of the Housing Element that will subsequently be brought to the Planning Commission and City Council for consideration before sending it to the State Department of Housing and Community Development. During their March 15th meeting, the Planning Commission discussed the formation of a Housing Element Ad -Hoc Committee. As a result, the Commission is recommending Chair Miller and Commissioner Campbell serve on the Ad -Hoc Committee. ENVIRONMENTAL IMPACT: There is no environmental impact related to this item. LEGAL ANALYSIS: The City Attorney has reviewed this staff report and approved it as to form. FINANCIAL IMPACT: There is no fiscal impact associated with this action. STRATEGIC PLAN: This item is not applicable to the Strategic Plan. MEASURE BB: This item is not applicable to Measure BB, the Seal Beach Neighborhood and Essential Services Protection Measure. RECOMMENDATION: That the City Council establish an Ad -Hoc Committee consisting of two City Council members and two Planning Commissioners for the purpose of reviewing the sites inventory list being prepared for the City's 2021-2029 Housing Element Update. Page 2 SUBMITTED BY: Les Johnson Les Johnson, Community Development Director Page 3 NOTED AND APPROVED: Jill R. Ingram Jill R. Ingram, City Manager