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HomeMy WebLinkAboutAGMT - MRS Environmental Inc (Initial Study/possible Mitigated Negative Declaration for a proposed Solar PhotovoltaicPROFESSIONAL SERVICES AGREEMENT for Preparation of an Initial Study Mitigated Negative Declaration between City of Seal Bea6h 211 - 8th Street Seal Beach, CA 90740 0 MRS Environmental Inc. 1306 Santa Barbara Street Santa Barbara, CA, 93101 805.289.3920 This Professional Service Agreement ("the Agreement") is made as of October 17, 2022 (the "Effective Date"), by and between MRS Environmental Inc. ("Consultant"), a California corporation, and the City of Seal Beach ("City"), a 'California charter city, (collectively, "the Parties"). RECITALS A. City desires certain professional environmental consulting services for preparation of an Initial Study and Mitigated Negative Declaration in accordance with the California Environmental Quality Act (CEQA) for a proposed solar photovoltaic (PV) electrical system that would be installed at the Hellman Ranch Oil and Gas Production Facility (OGPF) at 711 1St Street, Seal Beach, CA, to produce electrical power to offset the operating needs of the facility. B. Pursuant to the authority provided by its City Charter and Seal Beach Municipal Code § 3.20.025(C), City desires to retain Consultant as an independent contractor to provide professional environmental consulting - services. C. Consultant represents that the principal members of its firm are qualified to perform the services contemplated by this Agreement by virtue of its experience, and the training, education and expertise of its principals and employees. D. City desires to retain Consultant as an independent contractor and Consultant desires to serve City to perform those services in accordance with the terms and conditions of this Agreement. ' 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 (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 2of19 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 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 r 2.1. The term of this Agreement shall commence on October 17, 2022, and shall remain in full force and effect until midnight on October 16, 2024, unless sooner terminated as provided in Section 5.0 of this Agreement. The term of this Agreement shall commence as of the Effective Date and shall continue for a term of 2 years ("Original Term") and shall expire at midnight on October 16, 2024, unless sooner terminated or extended as provided by this Agreement. 2.2. The City, at its sole option, may elect to extend the Original Term of this Agreement, upon the same terms and conditions, for up to two additional terms of one year each ("extension"), by providing written notice to Contractor at least one month prior to the expiration of an existing term. If timely elected by the City, the first extension shall have a term extending from October 17, 2024 through and including midnight on October 16, 2025, unless sooner terminated or extended pursuant to this Agreement. If timely elected by the City, the second extension shall be from October 17, 2025, through and including midnight on October 16, 2026, unless sooner terminated pursuant to this Agreement. Any extension shall not be effective except upon execution of a written amendment to this Agreement signed by the City Manager and Contractor's authorized representatives. 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 $55,268 (Fifty -Five Thousand Two Hundred Sixty -Eight Dollars and 00/100) for the Original Term. 3.2. In the event that City elects to extend the Original Term .in accordance with Section 2.2 of this Agreement, City will pay Consultant in 3of19 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 $55,268 for each extension. 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 (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. John Peirson is the Consultant's primary representative for purposes of this Agreement. John Peirson 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. 4of19 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: MRS Environmental, Inc 1306 Santa Barbara Street Santa Barbara, CA, 93101 Attn: John Peirson 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.0 Permits and Licenses Consultant and all of Consultant's employees and other personnel shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of the Services under this Agreement, including a business license as required by the Seal Beach Municipal Code. 9.0 Independent Contractor 9.1. 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. Consultant will determine the means, methods, and details by which Consultant's employees and other 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. 9.2. 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 5of19 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 (1) as otherwise required for the performance of Services on City real property, vehicles or equipment; (2) 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 (3) 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. 9.3. 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. 9.4. .Consultant shall indemnify and hold harmless City and its elected and appointed 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 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. Consultant's indemnifications and 6of19 obligations under this Section shall survive the expiration or termination of this Agreement. 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 ("PERE"), commencing at Government Code § 20000, as amended by the Public Employees' Pension Reform Act of 2013 ("PEPRA"),. and the regulations of PERS. 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 PERL, PEPRA or any other 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 and appointed 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 10 Consultant's violation of any provisions of this Section 10.0. 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. Consultant's indemnification and obligations under this Section shall survive the expiration or termination of this Agreement. 11.0 Confidentiality 11.1. Consultant covenants that all data, reports, documents, surveys, studies, drawings, plans, maps, models, photographs, images, video files, media, discussion, or other information (collectively "Data & Documents") 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. Consultant, its officers, employees, agents, or subcontractors shall not without written authorization from the City Manager or unless requested in writing by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the Services performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or 7of19 court order shall not be considered "voluntary," provided Consultant gives City notice of such court order or subpoena. 11.2. Consultant shall promptly notify City should Consultant, its officers, directors, employees, agents and/or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder or with respect to any project or property located within the City. City may, but has no obligation to, represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, City's right .to review any such response does not imply or mean the right by City to control, direct- or rewrite the response. 11.3. Consultant's covenants and obligations under this Section shall survive the termination or expiration of this Agreement. 12.0 Ownership of Documents and Work Product r 12.1. All Data & Documents shall be and remain- the property of City without restriction or limitation upon its use, duplication or dissemination by City. All Data & Documents shall be considered 'works made for hire," and all Data & Documents and any and all intellectual property rights arising from their creation, including, but not limited to, all copyrights and other proprietary rights, shall be and remain the property of City without restriction or limitation upon their use, duplication or dissemination by City. Consultant shall not obtain or attempt to obtain copyright protection as to any Data & Documents. 12.2. Consultant hereby assigns to City all ownership and any and all intellectual property rights to the Data & Documents that are not otherwise vested in City pursuant to the paragraph directly above this one. 12.3. Consultant warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the Services and the production of all Written Products produced under this Agreement, and that City -has full legal title to and the right to reproduce the Data & Documents. Consultant shall defend, indemnify and hold City, and its elected and appointed officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of City officials, harmless from any loss, claim or liability in any way related to a claim that City's use of any of the Data & Documents is violating federal, state or local laws, or any contractual provisions, or any laws relating to trade names, licenses, franchises, copyrights, patents or other means 8of19 of protecting intellectual property rights and/or interests in products or inventions. Consultant shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, equipment, devices or processes in connection with its provision of the Services and Data & Documents produced under this Agreement. In the event the use of any of the Written Products or other deliverables hereunder by City is held to constitute an infringement and the use of any of the same is enjoined, Consultant, at its expense, shall: (1) secure for City the right to continue using the Data & Documents and other deliverables by suspension of any injunction, or by procuring a license or licenses for City; or (2) modify the Data & Documents and other deliverables so that they become non -infringing while remaining in compliance with the requirements of this Agreement. These covenants shall survive the expiration and/or termination of this Agreement. 12.4. Upon expiration or termination of the Agreement, Consultant shall deliver to City all Data & Documents and other deliverables related to any Services performed pursuant to this Agreement without additional cost or expense to City. If Consultant prepares a document on a computer, Consultant shall, provide City with said document both in a printed format and in an electronic format that is acceptable to City. 13.0 Subcontractors 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 subcontractors. 14.0 Prohibition Against Assignment or Delegation Consultant shall not assign any of its rights or delegate any of its duties under this Agreement, either in whole or in part, without City's prior written consent. Any purported assignment or delegation in violation of this Section shall be void and without effect, and shall entitle City to terminate this Agreement. As used in this Section, "assignment" and "delegation" means any sale, gift, pledge, hypothecation, encumbrance or other transfer of all or any portion of the rights, obligations, or liabilities in or arising from this Agreement to any person or entity, whether by operation of law or otherwise, and regardless of the legal form of the transaction in which the attempted transfer occurs. 15.0 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 9of19 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 15.0 shall survive for three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. 16.0 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 and other applicable state and federal laws. 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. 17.0 Familiarity with Work By executing this Agreement, Consultant represents that it has (a) thoroughly investigated and considered the scope of services to be performed; (b) carefully considered how the Services should be performed; and (c) understands the facilities, difficulties, and restrictions attending performance of the Services under this Agreement. 18.0 Insurance 18.1. General Requirements. 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. 18.2. Minimum Scope and Limits of Insurance. Consultant shall, at its sole cost and expense, procure, maintain and keep in full force and effect 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, as follows: 18.2.1. Commercial General Liability Insurance: Consultant shall maintain limits no less than $2,000,000 per occurrence for bodily injury, personal injury and property damage; and if Commercial General Liability Insurance or 10 of 19 other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreementllocation or the general aggregate limit shall be twice the required occurrence limit: Coverage shall be at least as broad as the latest version of Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). If Consultant is a limited liability company, the commercial general liability coverage shall be amended so that Consultant and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds; 18.2.2. Automobile Liability Insurance: Consultant shall maintain limits no less than $1,000,000 per accident for bodily injury and property damage. Coverage shall be at least as broad as Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto).. 18.2.3. Workers' Compensation Insurance in the .amount required by law; and Employer's Liability: $1,000,000 per accident and in the aggregate for bodily injury or disease; 18.2.4. Professional Liability (or Errors and Omissions) Liability, with minimum limits of $1,000,000 per claim/aggregate. 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. 18.3. Acceptability of Insurers. The Insurance policies required under this Section shall 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. 18.4. Additional Insured. 18.4.1. For general liability insurance, City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents acting as independent contractors in the role of City officials 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. 18.4.2. For automobile liability, City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials, 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. 18.4.3. These additional insured provisions shall also apply to any excess/umbrella liability policies. 11 of 19 18.5. Cancellations or Modifications to Coverage. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by 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 City; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City, its elected and appointed officials, officers, employees, agents, designated volunteers, and those City agents serving as independent contractors in the role of City officials; 18.6. Primary and Non -Contributing. Coverage shall be primary insurance as respects City, its elected and appointed officials, officers, employees, agents, designated volunteers designated volunteers and agents serving as independent contractors in the role of City officials, 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 City, its elected and appointed officials, officers, employees, agents. designated volunteers designated volunteers and agents serving as independent contractors in the role of City officials, shall be excess of the Consultant's insurance and shall not be called upon to contribute with it; 18.7. Separation of Insureds. 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 City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials. 18.8. Deductibles and Self -Insured Retentions. Any deductibles or self- insured retentions shall be declared to and approved by City. Consultant guarantees that, at the option of City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials; or (2) Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 18.9. Waiver of Subrogation. Each insurance policy required by this Agreement shall expressly waive the insurer's right of subrogation against City and its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials. Consultant hereby waives all rights of subrogation against City. 18.10. City Remedy for Noncompliance. If Consultant does not maintain the policies of insurance required under this Section in full force and effect during 12 of 19 the term of this Agreement, or in the event any of Consultant's policies do not comply with the requirements under this Section, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may, but has no duty to, take out the necessary insurance and pay, at Consultant's expense, the premium thereon. Consultant shall promptly reimburse City for any premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Consultant. 18.11. Evidence of Insurance. Prior to the performance of Services under this Agreement, Consultant shall furnish City with original certificates of insurance and all original endorsements evidencing and effecting the coverages required under this Section on forms satisfactory to and approved by 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 City if requested. Consultant may provide complete, certified copies of all required insurance policies to City. Consultant shall maintain current endorsements on file City's Risk Manager. All certificates and endorsements shall be received and approved by City before work commences. City reserves the right to require complete, certified copies of all required insurance policies, at any time. Consultant shall also provide proof to City that insurance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Consultant shall furnish such proof at least two weeks prior to the expiration of the coverages. 18.12. Indemnity Requirements Not Limiting. Procurement of insurance by Consultant shall not be construed as a limitation of Consultant's liability or as full performance of Consultant's duty to indemnify City under Section 19.0'. 18.13. Broader Coverage/Higher Limits. If Consultant maintains broader coverage and/or higher limits than the minimums required above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. 18.14. Subcontractor Insurance Requirements. Consultant shall require each of its subcontractors that perform Services under this Agreement to maintain insurance coverage that meets all of the requirements of this Section. 19.0 Indemnification, Hold Harmless, and Duty to Defend 19.1. Indemnities. 19.1.1. To the fullest extent permitted'by law, Consultant shall, at its sole cost and expense, protect, defend, hold harmless and indemnify City and its elected and appointed officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as 13 of 19 independent contractors in the role of City officials (collectively "Indemnitees" in this Section 19.0), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, bid protests, stop notices, liens and losses of any nature whatsoever, including but not limited to fees of accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively "Liabilities"), 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 Liabilities 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 Liabilities 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. 19.1.2. Consultant shall indemnify and hold harmless City in accordance with Sections 9.0 and 10.0. 19.2. Subcontractor Indemnification. Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section 19.0 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 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 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 Liabilities 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. 19.3. Workers' Compensation Acts Not Limiting. Consultant's indemnification obligations under this Section, 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 its statutory immunity under such statutes or laws as to City, its elected and appointed officers, officials, agents, 14 of 19 employees, designated volunteers and those City agents serving as independent contractors in the role of City officials. 19.4. Insurance Requirements Not Limiting. City does not, and shall not, waive any rights that it 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 Agreement. The indemnities and obligations in this Section shall apply regardless of whether or not any insurance policies are determined to be applicable to the Liabilities asserted against City or any of the other Indemnitees. 19.5. Survival of Terms. Consultant's indemnifications and obligations under this Section 19.0 shall survive the expiration or termination of this Agreement. 20.0 Non -Discrimination and Equal Employment Opportunity Consultant affirmatively represents that it is an equal opportunity employer. In the performance of this Agreement, Consultant shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, gender, sexual orientation, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, or any other basis prohibited by law. Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation, or any other basis prohibited by law. 21.0 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. 22.0 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, 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. 23.0 Entire Agreement 15 of 19 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. 24.0 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. 25.0 Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Any dispute that arises under or relates to this Agreement (whether contract, tort or both) shall be resolved in a superior court with geographic jurisdiction over the City of Seal Beach. 26.0 No Third Party Beneficiaries This Agreement is made solely for the benefit of the Parties to this Agreement and their respective successors and assigns, and no other person or entity shall be deemed to have any rights hereunder against either party by virtue of this Agreement. 27.0 Waiver No delay or omission to exercise any right, power or remedy accruing to City under this Agreement shall impair any right, power or remedy of City, nor shall it be construed as a waiver of, or consent to, any breach or default. No waiver of any breach, any failure of a condition, or any right or remedy under this Agreement shall be (1) effective unless it is in writing and signed by the Party making the waiver,, (2) deemed to be a waiver of, or consent to, any other breach, failure of a condition, or right or remedy, or (3) deemed to constitute a continuing waiver unless the writing expressly so states. 28.0 Prohibited Interests; Conflict of Interest 28.1. 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 16 of 19 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. 28.2. 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. 28.3. 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 Section. 29.0 Final Payment Acceptance Constitutes Release The acceptance by Consultant of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Consultant for anything done, furnished or relating to Consultant's work or services. Acceptance of payment shall be any negotiation of City's check or the failure to make a written extra compensation claim within ten calendar days of the receipt of that check. However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Consultant, its employees, subcontractors and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Consultant, its employees, subcontractors and agents. 30.0 Corrections In addition to the indemnification obligations set forth above, Consultant shall correct, at its expense, all errors in the work which may be disclosed during City's review of Consultant's report or plans. Should Consultant fail to make such correction in a reasonably timely manner, such correction may be made by City, 17 of 19 and the cost thereof shall be charged to Consultant. In addition to all other available remedies, City may deduct the cost of such correction from any retention amount held by City or may withhold payment otherwise owed Consultant under this Agreement up to the amount of the cost of correction. 31.0 Non -Appropriation of Funds Payments to be made to Consultant by City for any Services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted fund. In the event that City does not appropriate sufficient funds for payment of Consultant's Services beyond the current fiscal year, this Agreement shall cover payment for Consultant's Services only to the conclusion of the last fiscal year in which City appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year. 32.0 Mutual Cooperation 32.1. City's Cooperation. City shall provide Consultant with all pertinent Data, documents and other requested information as is reasonably available for Consultant's proper performance of the Services required under this Agreement. 32.2. Consultant's Cooperation. In the event any claim or action is brought against City relating to Consultant's performance of Services rendered under this Agreement, Consultant shall render any reasonable assistance that City requires. 33.0 Time of the Essence Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however„ that the foregoing shall not be construed to limit or deprive a Party of the benefits of any grace or use period allowed in this Agreement. 34.0 Attorneys' Fees r 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. 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. 18 of 10 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 LU - Atte By: Approved as to. Form; By: 4raigg A. Steele, City Attorney CONSULT ANT: MRS Environmental Inc., a California corporation By: " Name:l' John Peirson 4 Its: 'President and Pro ect Manager By: Name: Chittick Its: Vice President (Please note, two signatures required for corporations pursuant to Caftmia 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.) 19 of 19 EXHIBIT Consultant's Proposal (Attached) August 1, 2022 Mr. Art Bashmakian, AICP Interim Senior Planner Community Development Department City of Seal Beach 211 Eighth Street, Seal Beach, CA 90740 Re: Proposal to Prepare an Initial Study -Mitigated Negative Declaration (IS -MND) for the Proposed Hellman Properties Solar PV Electric System Dear Mr. Bashmakian: MRS Environmental, Inc. is pleased to submit this proposal to assist the City of Seal Beach in preparing an IS -MND for a proposed solar photovoltaic (PV) electrical system that would be installed at the Hellman Ranch Oil and Gas Production Facility (OGPF), located at 711 1st Street Seal Beach, CA, APN: 095-010-68. Hellman Properties, LLC owns and operates the OGPF on the Hellman Ranch in Seal Beach, California. The existing Hellman Ranch OGPF site is located east of the San Gabriel River, and north of Pacific Coast Highway in the City of Seal Beach and covers about 57 acres. The Hellman Ranch property is zoned Oil Extraction (OE -SPR) (Specific Plan Regulation). The Hellman Ranch Specific Plan (HRSP) was adopted by the City in October 1997. Hellman Properties, LLC is proposing to install a 1.5 MW (DC rated) ground mounted, fixed tilt solar PV system to produce electrical power to offset the operating needs of the various Hellman Property, LLC oil and gas facilities. The solar PV system would be located on approximately eight acres in the northwest corner of the property and would generate about 2,683 megawatt -hours (MWh) per year. The solar PV facility would consist of 55 2x28 solar array tables and one 2x10 solar array table. The solar array tables would occupy approximately 2.9 acres of the eight -acre area, which includes the space between the tables. Each solar array table would be supported on seven pilings that would be set in the ground using a concrete pier 18" in diameter and about 6' deep. The holes for the concrete piers would be dug with a backhoe equipped with an auger. The facility would also include 16 inverters, six subpanels, a disconnect switch, and a system transformer. The powerlines connecting the solar array tables and associated equipment would be run in conduits that would be installed in an underground trench. The system will connect with the main SCE powerlines servicing the OGPF. Construction of the solar PV system would take about five to six months to complete. One month of this would be for the groundwork to install the concrete piers. 1306 Santa Barbara Street, Santa Barbara, California 93101 phone 805.289.3920 www.mrsenv.com August 1, 2022 Mr. Art Bashmakian, Interim Senior Planner Community Development Department City of Seal Beach Page 2 of 6 The remainder of this proposal provides the scope of work for each of the task associated with preparation of the IS -MND; an estimated schedule, and the associated costs. A. Scope of Work MRS Environmental, Inc. conducted a review of other similar solar PV projects to determine the type of CEQA reviews that were conducted and to evaluate what were the key environmental issues. Seven ground mounted, fixed tilt solar projects were reviewed that ranged in size from 1.75 WM to over 20 MW. For all these projects, a MND was prepared to comply with the requirements of CEQA. Some of these projects were in previously disturbed areas, but none were in the confines of an existing developed industrial site. Most of the impacts that were found to be less than significant with mitigation incorporated were associated with construction. These typically related to construction impacts on biological resources, cultural resource, and in some cases geological/water resources. A few identified agricultural resource and air quality construction impacts which were unique to the specific site and would not apply to the proposed Hellman Solar PV Project site. Very few operational impacts were identified that were consider less thane significant with mitigation incorporated, and when they were, it was due to specific site issues such as proximity to a scenic road or highway. Review of these other Solar PV Projects would indicate that the appropriate CEQA document for the Hellman Solar PV Project would be an MND. These other solar PV Project MNDs along with previous environmental documents prepared for various projects at the Hellman Ranch OGPF were used to develop the scope and costing for the Solar PV Project IS -MND. Each of the major tasks associated with the development of the IS -MND is discussed below. Project Description MRS Environmental, Inc. will develop the project description based upon the information the Applicant has submitted as part of their application with the City. The project description will address the need for the Project, as well as the Applicant's proposed objectives and actions to implement the Project. The project description will include details on the construction and operational activities associated with the proposed Project. A review of the Applicant's application indicates that it has most of the key information needed to develop a draft project description. However, some issues such as construction requirements and schedule will need to be provided. A draft Project Description will be submitted to the City and the Applicant for review and comments. In many cases any missing project description data can be provided by the Applicant as part of their August 1, 2022 Mr. Art Bashmakian, Interim Senior Planner Community Development Department City of Seal Beach Page 3 of 6 review of the draft project description. The Applicant review of the project description is extremely important since the project description data will serve as the basis for assessing the impacts associated with the proposed Project. Environmental Analysis The environmental analysis for the IS -MND will use the CEQA initial study checklist questions for assessing the various environmental impacts. Attachment A provides a list of the CEQA initial study checklist that will be used for the environmental analysis. This checklist was taken from the Association of Environmental Professionals (AEP) 2022 CEQA Statues and Guidelines Manual. The environmental analysis will provide a detailed discussion of the level of impact for each initial study checklist item that would apply to the proposed Project. In some cases, the checklist items would not apply to the proposed Project. In these cases, the reason for an item not being applicable to the proposed Project will be discussed. Based upon the environmental analysis each checklist item will be classified as follows: • Potentially Significant Impact, • Less Than Significant Impact With Mitigation Incorporated, • Less Than Significant Impact, or • No Impact. Mitigation measures will be developed for all the checklist items that are found to be less than significant with mitigation incorporated. It is expected that most of the impacts that will require mitigation will be associated with construction, since operation of the solar PV system is for the most part passive. Based upon other solar PV MNDs, and past environmental documents for projects on the Hellman Ranch OGPF the key issue areas in the IS -MND will be biological and cultural resources. The most recent biological and cultural studies done for the property were done in 2019. Hellman Properties, LLC will need to update these studies to current conditions and to address the proposed Solar PV Project site. Public Draft IS -MND Once the environmental analysis is complete, an Administrative Draft IS -MND will be prepared for submittal to the City for review and comment. A preliminary outline of the IS -MND is provided in Attachment B. As part of the Administrative Draft IS -MND a mitigation monitoring program will be prepared that includes all the identified mitigation measures. Attachment C contains a draft structure for the mitigation monitoring program. ;j, A-3 August 1, 2022 Mr. Art Bashmakian, Interim Senior Planner Community Development Department City of Seal Beach Page 4 of 6 It has been assumed that a MS Word copy of the Administrative Draft IS -MND will be provided to the City and that comment and edits will be provided in the MS Word document. Any of the technical appendices that are not created in MS Word or were prepared by the Applicant will be proved as pdf files. MRS Environmental, .Inc. will update the IS -MND based upon the City's comments on the Administrative Draft IS -MND and provide the City with a Final Public Draft IS -MND that can be issued for the required 30 -day comment period. MRS Environmental, Inc. will provide up to 10 hard copies of the main volume of the Public Draft IS -MND. The hard copies will contain a CD that has all the technical appendices in pdf format. The City will be provided with a pdf version of the Public Draft IS -MND that can be placed on their website. Response to Comments and Final IS -MND MRS Environmental, Inc. will be responsible for developing written responses to the comments received on the Public Draft IS -MND. As needed, the IS -MND document will be updated to address the comments received. MRS Environmental, Inc. will submit to the City an Administrative Final IS - MND for review and comment. It has been assumed that a MS Word copy of the Administrative Final IS -MND will be provided to the City and that comment and edits will be provide in the MS Word document. MRS Environmental, Inc. will update the IS -MND based upon the City's comments on the Administrative Final IS -MND and provide the City with a Final IS -MND. MRS Environmental, Inc. will provide up to 10 hard copies of the main volume of the Final IS -MND. The hard copies will contain a CD that has all the technical appendices in pdf format. The City will be provided with a pdf version of the Final IS -MND that can be placed on their website. For the last two MNDs prepared for projects at the Hellman Ranch OGPF (Tank Farm Project and Gas Plant Project) between 15 and 20 comment letters were received on each MND. These were much larger projects that involved the development of oil and gas infrastructure with greater construction and operational impacts. Based upon this level of comments, MRS Environmental, Inc, has assumed that up to 10 comment letters would be received on the Public Draft IS -MND that contained no more than 45 unique comments. Hearing Support MRS Environmental, Inc. has included time for attendance at one Planning Commission hearing. Time has also been included to review staff report material. ;,0V A-4 August 1, 2022 Mr. Art Bashmakian, Interim Senior Planner Community Development Department City of Seal Beach Page 5 of 6 B. Schedule The estimated schedule for the development of the IS -MND is provided below. Deliverable to the City Duration weeks Comment Draft Project Description 2 From Notice to Proceed. From Receiving Comment back from City and Applicant on Final Project Description 1 Draft Project Description. Administrative Draft IS -MND 6-8 From Notice to Proceed. Total Key Staff From Receiving Comment back from City on Administrative Public Draft IS -MND 2 Draft IS -MND. and Final Support From Receiving All Comments on the Public Draft IS -MND from Administrative Final IS -MND 3-4 the City. From Receiving Comment back from City on Administrative Final IS -MND 2 Final IS -MND. C. Costing To complete the scope of work discussed above, MRS Environmental, Inc is requesting a time and materials budget with a not to exceed price of $55,268 without prior authorization. The table below provides a breakdown of these costs by task. Responseto Rate Project Environmental Public Draft Comments Hearing Total Key Staff ($Ihr) Description Analysis IS -MND and Final Support IS -MND Hrs Cost Hrs Cost Hrs Cost Hrs Cost Hrs Cost Hrs Cost Direct Labor J. Peirson $220 32 $7,040 48 $10,560 8 $1,760 16 $3,520 8 $1,760 112 $24,640 G. Chittick $200 0 $0 16 $3,200 0 $0 4 $800 0 $0 20 $4,000 T. Mullens $190 0 $0 8 $1,520 0 $0 4 $760 0 $0 12 $2,280 D. Dusette $180 16 $2,880 32 $5,760 0 $0 8 $1,440 0 $0 56 $10,080 L. Brown $150 0 $0 4 $600 0 $0 0 $0 0 $0 4 $600 N. Trezza $150 0 $0 48 $7,200 16 $2,400 24 $3,600 0 $0 88 $13,200 Total Direct Labor 48 $9,920 $28,840 24 $4,160 56 $10,120 8 $1,760 292 $54,800 Other Direct Costs Miscellaneous/Travel $0 $120 $85 $100 $120 $305 G&A on Other Direct Costs $0 $12 $9 $10 $12 $31 Total Other Direct Costs $0 $132 $94 $910 $132 $336 Total Cost $9,920 $28,972 $4,254 $10,230 $1,892 $55,268 August 1, 2022 Mr. Art Bashmakian, Interim Senior Planner Community Development Department City of Seal Beach Page 6 of 6 It has been assumed that the City will issue a contract or purchase order to MRS Environmental, Inc. to cover the proposed scope of work. We very much look forward to helping the City with the environmental review of the proposed Hellman Solar PV Electrical System Project. If you have any questions, please do not hesitate to call me at 805.886.4521. Best Regards, John F. Peirson, Jr President and Project Manager i�r Attachment A CEQA Initial Study Checklist Issue Potentially Less Than Less Than No Impact Significant Significant Significant Impact With Mitigation Impact Incorporated I. AESTHETICS. Except as provided in Public Resources Code Section 21099, would the roiect: a) Have a substantial adverse effect on a scenic vista? ❑ El Department of Forestry and Fire Protection regarding the state's inventory of forest land, including the Forest and Range Assessment Project and the Forest Legacy Assessment project; and forest carbon measurement methodology provided in Forest Protocols adopted by the California b) Substantially damage scenic resources, including, but not limited El El El ❑ to, trees, rock outcroppings, and historic buildings within a state Statewide Importance (Farmland), as shown on the maps ❑ El ❑ scenic highway? prepared pursuant to the Farmland Mapping and Monitoring c) In nonurbanized areas, substantially degrade the existing visual Program of the California Resources Agency, to non- agricultural El ❑ character or quality of public views of the site and its use? surroundings? (Public views are those that are experienced from b) Conflict with existing zoning for agricultural use, or a Williamson ❑ publicly accessible vantage point). If the project is in an Act contract? urbanized area, would the project conflict with applicable zoning c) Conflict with existing zoning for, or cause rezoning of, forest and other regulations governing scenic quality? land (as defined in Public Resources Code Section 12220(g)), d) Create a new source of substantial light or glare which would El El ❑ adversely affect day or nighttime views in the area? 4526), or timberland zoned Timbedand Production (as defined Issue Potentially Less Than Less Than No Impact Significant Significant Significant Impact With Mitigation Impact Incorporated II. AGRICULTURE AND FORESTRY RESOURCES. In detemnining whether impacts to agricultural resources are significant environmental effects, lead agencies may refer to the California Agricultural Land Evaluation and Site Assessment Model (1997) prepared by the California Dept. of Conservation as an optional model to use in assessing impacts on agriculture and farmland. In determining whether impacts to forest resources, including timberland, are significant environmental effects, lead agencies may refer to information compiled by the California Department of Forestry and Fire Protection regarding the state's inventory of forest land, including the Forest and Range Assessment Project and the Forest Legacy Assessment project; and forest carbon measurement methodology provided in Forest Protocols adopted by the California Air Resources Board. Would the project a) Convert Prime Farmland, Unique Farmland, or Farmland of E ❑ 0 Statewide Importance (Farmland), as shown on the maps ❑ El ❑ EJ prepared pursuant to the Farmland Mapping and Monitoring Program of the California Resources Agency, to non- agricultural use? b) Conflict with existing zoning for agricultural use, or a Williamson ❑ Act contract? c) Conflict with existing zoning for, or cause rezoning of, forest land (as defined in Public Resources Code Section 12220(g)), timberland (as defined by Public Resources Code Section 4526), or timberland zoned Timbedand Production (as defined by Government Code Section 51104(g))? d) Result in the loss of forest land or conversion of forest land to E non -forest use? e) Involve other changes in the existing environment which, due to their location or nature, could result in conversion of Farmland, to non-agricultural use or conversion of forest land to non -forest use? Issue Potentially Less Than Less Than No Impact Significant Significant Significant Impact With Mitigation Impact Incorporated III. AIR QUALITY. Where available, the significance criteria established by the applicable air quality management district or air pollution control district may be relied upon to make the following determinations. Would theproject: a) Conflict with or obstruct implementation of the applicable air ❑ El E quality Ian? b) Result in a cumulatively considerable net increase of any criteria ❑ El ❑ EJ pollutant for which the project region is non -attainment under an A-1 Attachment A CEQA Initial Study Checklist Issue Potentially Less Than Less Than No Impact Significant Significant Significant Impact With Mitigation Impact Incorporated III. AIR QUALITY. Where available, the significance criteria established by the applicable air quality management district or air pollution control district maybe relled,upon to make the followin .determinations. Would the ro'ect: applicable federal or state ambient air quality standard? ❑ ❑ El habitat modifications, on any species identified as a candidate, c) Expose sensitive receptors to substantial pollutant sensitive, or special status species in local or regional plans, concentrations? policies, or regulations, or by the California Department of Fish d) Result in other emissions (such as those leading to odors) and. Wildlife or U.S. Fish and Wildlife Service? adversely affecting a substantial number of people? ❑ ❑ b) Have a substantial adverse effect on any riparian habitat or other Issue Potentially Less Than Less Than No Impact Significant Significant Significant Impact With Mitigation Impact Incorporated IV. BIOLOGICAL RESOURCES. Would the project: a) Have a substantial adverse effect, either directly or through El ❑ ❑ El habitat modifications, on any species identified as a candidate, sensitive, or special status species in local or regional plans, policies, or regulations, or by the California Department of Fish and. Wildlife or U.S. Fish and Wildlife Service? ❑ ❑ b) Have a substantial adverse effect on any riparian habitat or other ❑ El ❑ sensitive natural community identified in local or regional plans, policies, regulations or by the California Department of Fish and Wildlife or U.S. Fish and Wildlife Service? c) Have a substantial adverse effect on state or federally protected El ❑ El 0 wetlands (including, but not limited to, marsh, vernal pool, coastal, etc.) through direct removal, filling, hydrological interruption, or other means? d) Interfere substantially with -the movement of any native resident ❑ ❑ or migratory fish or wildlife species or'with established native resident or migratory wildlife corridors, or impede the use of native Wildlife nursery sites? e) Conflict with any local policies or ordinances protecting biological ❑ El El resources, such as a tree preservation policy or ordinance? f) Conflict with the provisions of an adopted Habitat Conservation 0 ❑ El Plan, Natural Community Conservation Plan, or other approved local, regional, or state habitat conservation Ian? Issue Potentially Less Than Less Than No Impact Significant Significant Significant Impact With Mitigation Impact Incorporated V. CULTURAL RESOURCES. Would theproject: a) Cause a substantial adverse change in the significance of a El ❑ historical resource pursuant to § 15064.5? b) Cause a substantial adverse change in the significance of an archaeological resource pursuant to § 15064.5? c) Disturb any human remains, including those interred outside of ❑ ❑ dedicated cemeteries? rrpj� A-2 Attachment A CEQA Initial Study Checklist Issue Potentially Less Than Less Than No Impact Significant Significant Significant Impact With Mitigation Impact Incorporated VI. ENERGY Would theproject: a) Result in potentially significant environmental impact due to E ❑ El 0 wasteful, inefficient, or unnecessary consumption of energy resources, during project construction oroperation? b) Conflict with or obstruct a state or local plan for renewable 0 El El energy or energy efficiency? Issue Potentially Less Than Less Than No Impact Significant Significant Significant Impact With Mitigation Impact Incorporated VII. GEOLOGY AND SOILS. Would theproject: a) Directly or indirectly cause potential substantial adverse effects, ❑ ❑ ❑ including the risk of loss, injury, or death involving: i. Rupture of a known earthquake fault, as delineated on the most recent Alquist-Priolo Earthquake Fault Zoning Map, issued by the State Geologist for the area or based on other substantial evidence of a known fault? Refer to Division of Mines and Geology Special Publication 42. ii. Strong seismic ground shaking? El ❑ iii. Seismic -related ground failure, including liquefaction? ❑ 11 iv. Landslides? E -E—] ❑ ❑ b) Result in substantial soil erosion or the loss of topsoil? El F� El 0 c) Be located on a geologic unit or soil that is unstable, or that ❑ ❑ 0 E] would become unstable as a result of the project, and potentially result in on- or off-site landslide, lateral spreading, subsidence, liquefaction or collapse? d) Be located on expansive soil, as defined in Table 18-1-B of the ❑ 0 ❑ ❑ Uniform Building Code (1994), creating substantial direct or indirect risks to life or property? e) Have soils incapable of adequately supporting the use of septic El E E] tanks or alternative waste water disposal systems where sewers are not available for the disposal of waste water? f) Directly or indirectly destroy a unique paleontological resource or ❑ El El El site or unique geologic feature? Issue Potentially Less Than Less Than No Impact Significant Significant Significant Impact With Mitigation Impact Incor orated VIII. GREENHOUSE GAS EMISSIONS. Would theproject: a) Generate greenhouse gas emissions, either directly or indirectly, ❑ that may have a significant impact on the environment? b) Conflict with an applicable plan, policy or regulation adopted for the purpose of reducing the emissions of greenhousegases? A-3 Attachment A CEQA Initial Studv Checklist Issue Potentially Less Than Less Than No Impact Significant Significant Significant Impact With Mitigation Impact Incorporated IX. HAZARDS AND HAZARDOUS MATERIALS. Would theproject: a) Create a significant hazard to the public or the environment through the routine transport, use, or disposal of hazardous materials? b) Create a significant hazard to the public or the environment El El 0 - ❑ through reasonably foreseeable upset and accident conditions involving the release of hazardous materials into the environment? El c) Emit hazardous emissions or handle hazardous or acutely El 0 hazardous materials, substances, or waste within one-quarter mile of an existing or proposed school? d) Be located on a site which is included ion a list of hazardous ❑ materials sites compiled pursuant to Government Code El 11 ❑ El § 65962.5 and, as a result, would it create a significant hazard to the public or the environment? ❑ El ❑ e) For a project located within an airport land use plan or, where El such a plan has not been adopted, within two miles of a public airport or public use airport, would the project result in a safety El hazard or excessive noise for people residing or working in the ❑ El ❑ ❑ project area? f) Impair implementation of or physically interfere with an adopted ❑ ❑ El El emergency response plan or emergency evacuation Ian? g) Expose people or structures, either directly or indirectly, to a El ❑ significant risk of loss, injury or death involving wildland fires? Issue Potentially Less Than Less Than No Impact Significant Significant Significant Impact With Mitigation Impact Incorporated X. HYDROLOGY AND WATER QUALITY. Would theproject: a) Violate any water quality standards or waste discharge requirements or otherwise substantially degrade surface or round water quality? b) Substantially decrease groundwater supplies or interfere ❑ substantially with groundwater recharge such that the project may impede sustainable groundwater management of the basin? c) Substantially alter the existing drainage pattern of the site or El area, including through the alteration of the course of a stream or river or through the addition of impervious surfaces, in a manner which would: i. result in a substantial erosion or siltation on- or off-site; ii. substantially increase the rate or amount of surface runoff in El 11 ❑ El a manner which would result in flooding on- or offsite; iii. create or contribute runoff water which would exceed the ❑ El ❑ capacity of existing or planned stormwater drainage systems or provide substantial additional -sources of polluted runoff; or iv. impede or redirect flood flows? El d) In flood hazard, tsunami, or seiche zones, risk release of ❑ El ❑ ❑ pollutants due to project inundation? e) Conflict with or obstruct implementation of a water quality control ❑ ❑ El ❑ Ian or sustainable groundwater management Ian? A-4 Attachment A CEQA Initial Study Checklist Issue Potentially Less Than Less Than No Impact Significant Significant Significant Impact With Mitigation Impact Incorporated XI. LAND USE AND PLANNING.Would the rojbct: a) Physically divide an established community? El El ❑ ❑ b) Cause a significant environmental impact due to a conflict with ❑ 1 El any land use plan, policy, or regulation adopted for the purpose of avoiding or mitigating an environmental effect? Issue Potentially Less Than Less Than No Impact Significant Significant Significant Impact With Mitigation Impact Incorporated Al. MINERAL RESOURCES. Would theproject: a) Result in the loss of availability of a known mineral resource that El ❑ El 0 would be a value to the region and the residents of the state? b) Result in the loss of availability of a locally important mineral resource recovery site delineated on a local general plan, specific plan or other land use Ian? El ❑ ❑ Issue Potentially Less Than Less Than No Impact Significant Significant Significant Impact With Mitigation Impact Incorporated XIII. NOISE. Would the project, result in: a) Generation of a substantial temporary or permanent increase in El El ambient noise levels in the vicinity of the project in excess of standards established in the local general plan or noise ordinance, or applicable standards of other agencies? b) Generation of excessive groundborne vibration or groundborne El ❑ ❑ noise levels? c) For a project located within the vicinity of a private airstrip or an ❑ D airport land use plan or, where such a plan has not been adopted, within two miles of a public airport or public use airport, would the project expose people residing or working in the project area to excessive noise levels? Issue Potentially Less Than Less Than No Impact Significant Significant Significant Impact With Mitigation Impact Incorporated XIV. POPULATION AND HOUSING. Would theproject: a) Induce substantial unplanned population growth in an area, El El either directly (for example, by proposing new homes and businesses) or indirectly (for example, through extension of roads or other infrastructure)? b) Displace substantial numbers of existing people or housing, El ❑ ❑ necessitating the construction of replacement housing elsewhere? �,� A-5 Attachment A CEQA Initial Studv Checklist Issue Potentially Less Than Less Than No Impact Significant Significant Significant Impact With Mitigation Impact Incorporated XV. PUBLIC SERVICES. Would theproject: a) Result in substantial adverse physical impacts associated with E] El ❑ 0 the provision of new or physically altered governmental facilities, need for new or physically altered governmental facilities, the construction of which could cause significant environmental 0 E El impacts, in order to maintain acceptable service ratios, response ❑ E times, or other performance objectives for any of the public F-1 El E El services: i. Fireprotection? ii. Police protection? 0 El El ❑ iii. Schools? ❑ El ❑ iv. Parks? E] El E v. Other public facilities? El El E Issue Potentially Less Than Less Than No Impact Significant Significant Significant Impact With Mitigation Impact Incorporated XIV.. RECREATION. Would theproject:: a) Would the project increase the use of existing neighborhood and E] El ❑ 0 regional parks or other recreational facilities such that substantial physical deterioration of the facility would occur or be accelerated? 0 E El b) Does the project include recreational facilities or require the ❑ E construction or expansion of recreational facilities which might F-1 El E El have an adverse physical effect on the environment? Issue Potentially Less Than Less Than No Impact Significant Significant Significant Impact With Mitigation Impact Incorporated XVII. TRANSPORTATION. Would theproject: a) Conflict with a program, plan, ordinance or policy addressing the El 0 EJ circulation system, including transit, roadway, bicycle and pedestrian facilities? b) Conflict or be inconsistent with CEQA Guidelines § 15064.3, 0 E El subdivision (b)? c) Substantially increase hazards due to a geometric design feature F-1 El E El (e.g., sharp curves or dangerous intersections) or incompatible uses e.., farm equipment)? d) Result in inadequate emergency access? 0 El Attachment A CEQA Initial Study Checklist Issue Potentially Less Than Less Than No Impact Significant Significant Significant Impact With Mitigation Impact Incorporated XVIII. TRIBAL CULTURAL RESOURCES. a) Would the project cause a substantial adverse change in the E] E] E El significance of a tribal cultural resource, defined in Public Resources Code § 21074 as either a site, feature, place, cultural El ❑ landscape that is geographically defined in terms of the size and scope of the landscape, sacred place, or object with cultural value to a California Native American tribe, and that is: El I. Listed or eligible for listing in the California Register of Historical Resources, or in a local register of historical resources as defined in Public Resources Code section E] El ❑ 5020.1 k , or ii. A resource determined by the lead agency, in its discretion ❑ E 0 El and supported by substantial evidence, to be significant pursuant to criteria set forth in subdivision (c) of Public ❑ ❑ Resources Code § 5024.1. In applying the criteria set forth in subdivision (c) of Public Resource Code § 5024.1, the lead agency shall consider the significance of the resource to a 0 El California Native American tribe. Issue Potentially Less Than Less Than No Impact Significant Significant Significant Impact With Mitigation Impact Incorporated XIX. UTILITIES AND SERVICE SYSTEMS. Would theproject: a) Require or result in the relocation or construction of new or El E] E expanded water, wastewater treatment or storm water drainage, electric power, natural gas, or telecommunications facilities, the El ❑ construction or relocation of which could cause significant environmental effects? b) Have sufficient water supplies available to serve the project and El reasonably foreseeable future development during normal, dry and multiple dears? c) Result in a determination by the waste water treatment provider, E] El ❑ which serves or may serve the project that it has adequate capacity to serve the project's projected demand in addition to theprovider's existing commitments? d) Generate solid waste in excess of state or local standards, or in ❑ ❑ excess of the capacity of local infrastructure, or otherwise impair the attainment of solid waste reductiongoals? e) Comply with federal, state, and local management and reduction 0 El statutes and regulations related to solid waste? Issue Potentially Less Than Less Than No Impact Significant Significant Significant Impact With Mitigation Impact Incorporated XX. WILDFIRE. If located in or near state responsibility areas or lands. classified as ery high fire hazard severity zones, would theproject: a) Substantially impair an adopted emergency response plan or El E] E emerqencv evacuation Ian? b) Due to slope, prevailing winds, and other factors, exacerbate El ❑ wildfire risks, and thereby expose project occupants to pollutant concentrations from a wildfire or the uncontrolled spread of a wildfire? �.AdV=— A-7 Attachment A CEQA Initial Study Checklist Issue Potentially Less Than Less Than No Impact Significant Significant Significant Impact With Mitigation Impact Incorporated XX. WILDFIRE. If located in or near state responsibility areas or lands classified as ery high fire hazard severity zones, would the project: c) Require the installation or maintenance of associated ❑ E ❑ 0 infrastructure (such as roads, fuel breaks, emergency water sources, power lines or other utilities) that may exacerbate fire risk or that may result in temporary or ongoing impacts to the environment? d) Expose people or structures to significant risks, including ❑ downslope or downstream flooding or landslides, as a result of runoff,post-fire sloe instability, or drainage changes? Issue Potentially Less Than Less Than No Impact Significant Significant Significant Impact With Mitigation Impact Incorporated XXI. MANDATORY FINDINGS OF SIGNIFICANCE. a) Does the project have the potential to: substantially degrade the ❑ 1:1 ❑ ❑ quality of the environment, substantially reduce the habitat of a fish or wildlife species, cause a fish or wildlife population to drop below self-sustaining levels, threaten to eliminate a plant or animal community, substantially reduce the number or restrict the range of a rare or endangered plant or animal or eliminate important examples of the major periods of California history or prehistory? b) Does the project have impacts that are individually limited, but cumulatively considerable? ("Cumulatively considerable" means that the incremental effects of a project are considerable when viewed in connection with the effects of past projects, the effects of other current projects, and the effects of probable future projects.) c) Does the project have environmental effects which will cause El F-1 0 substantial adverse effects on human beings, either directly or indirectly? A-8 Attachment B Preliminary IS -MND Outline 1.0 Introduction 2.0 Project Location and Surrounding Land Uses 3.0 Project Description 3.1 Overview 3.2 Project Components 3.3 Construction 3.4 Operation and Maintenance 4.0 Environmental Analysis 4.1 Aesthetics 4.2 Agriculture and Forestry Resources 4.3 Air Quality 4.4 Biological Resources 4.5 Cultural Resources 4.6 Energy 4.7 Geology/Soils 4.8 Greenhouse Gas Emissions 4.9 Hazards and Hazardous Materials 4.10 Hydrology/Water Quality 4.11 Land Use/Planning 4.12 Mineral Resources 4.13 Noise 4.14 Population/Housing 4.15 Public Services 4.16 Recreation 4.17 Transportation 4.18 Tribal Cultural Resources 4.19 Utilities/Service Systems 4.20 Wildfire 4.21, Mandatory Findings of Significance 5.0 List of Reference Documents Technical Appendices Appendix A.1- CEQA Environmental Checklist Appendix A.2 - Mitigation Monitoring Program Appendix B - Solar PV Project Drawings Appendix C -Air Emission Calculations Appendix D - Biological Resources/Wetland Assessment Report(to be provided by Applicant) Appendix E - Cultural Resources Assessment Report (to be provided by Applicant) ��� B-1 :SL J J U 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 V'). 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 $20.0.00 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 inany 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." r 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. i�� SEAC @F s # DEPOSITIREIMBURSEMENT AGREEMENT C. f "�IFORN� CITY OF SEAL BEACH AND Hellman Properties LLC RELATING TO THE DEVELOPMENT OF Hellman Photovoltaic System THIS DEPOSITIREIMBURSEMENT AGREEMENT ("Agreement") is made and effective this LZ! day of o -4,o ba r 12022, by and between the City of Seal Beach, a California municipal corporation ("City"), and Hellman Properties LLC ("Developer"). City and Developer are each referred to as a "Party" and collectively referred to as the "Parties" in this Agreement. RECITALS: A. Developer has submitted an application to construct a 1.5 MW ground mounted, fixed tilt solar photovoltaic (PV) system to produce electrical power to offset the operating needs of the various Hellman Property, LLC oil and gas facilities. The solar PV system would be located on approximately eight acres in the northwest comer of the property and would generate about 2,683 megawatt -hours (MWH) per year. The solar PV facility would consist of 55 2'x28'solar array tables and one 2'x10' solar array table. The solar array tables would occupy approximately 2.9 acres of the eight -acre area, which includes the space between the tables. Each solar array table would be supported on seven pilings that would be set in the ground using a concrete pier 18" in diameter and about 6' deep. The facility would also include 1,6 inverters, six subpanels, a disconnect switch, and a system transformer. The powerlines connecting the solar array tables and associated equipment would be run in conduits that would be installed in an underground trench. The system will connect with the main Southern California Edison (SCE) powerlines serving the Hellman Ranch Oil and Gas Production Facility on a property located at 711 1sth Street (APN: 095-010-68) (the "Project°) in City; B. Pursuant to the City's planning and environmental review process, the City has tentatively determined that the Project will require the following permits and entitlements (together, the "Entitlements") [check those that apply]: [ ] Genera[ Plan Amendment j I Zoning Change [ J .Design Review [ j Conditional Use Permit [ ]Variance [ j Master Plan [ ] Precise Development Plan [ Negative Declaration I Environmental Impact Report S7296-0001\2600661vLdoc Tree Permit [ j Fence Permit j ] Sign Permit j ] Other. Minor Use Permit C. The City is the "lead agency," as defined by the California Environmental Quality Act (Pub. Resources Code, § 29000 et seq.) ("CEQA"), for the purpose of conducting environmental review of the Project, and shall prepare all CEQA reports and supporting documentation, distribute such reports and documentation to responsible agencies and others, hold public hearings and consider public comments, and consider certification of such environmental review report and other documentation through a City Council resolution, as necessary and appropriate in accordance with CEQA; D. Applicant desires that the City, through its staff and professional consultants including but not limited to contract planners, engineers, environmental professionals, attorneys, and other consultants as the City shall deem necessary ("Consultants"), review and take such actions and issue such approvals as may be necessary to complete the Project. D. Public Resources Code Section 21082.1 authorizes the City to contract for planning and environmental review services, including preparation of the environmental documents required by CEQA for the Project. E. Government Code Section 66094 and Public Resources Code Section 29089 entitle the City to recover its reasonable costs of processing the applications for the land use entitlements required by the Project, including but not limited to the cost of the City's preparation and review of all required environmental documents. F. This Agreement is intended to specify the terms of Developer's deposit and reimbursement for City's planning and environmental review services, including .a cash deposit to be made by Developer with on-going payments to City and deposit restoration provisions as provided in this Agreement. AGREEMENT: NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth herein, and for other consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: Section 9. Conflicts of Interest. (a) No Financial Relationship. By law, the documents required by CEQA must be independently prepared by City. Accordingly (see Section 4), despite any funding mechanism, during the existence of City's contract with the Environmental Consultant (as defined below), and for a period of one (9) year after final resolution of Developer's application for the Project, neither Developer, nor any of its representatives, agents, or other persons acting in concert with Developer, shall enter into any financial relationship with the Environmental Consultant or with any City official, employee, or contractor. Nor, 2 during such period, shall Developer propose to enter into any future relationship with the Environmental Consultant or with any City official, employee, or contractor. This shall not prevent Developer's consulting with Environmental Consultant as permitted by Section 5 of this Agreement. (b) Developer's Representations and Warranties. Developer makes the following representations and warranties for the twelve (12) month period preceding the submission of its application for the Project. Developer represents and warrants that it has not entered into any arrangement to pay financial consideration to, and has not made any payment to, the Environmental Consultant or any of the Environmental Consultant's agents or employees. Developer further represents and warrants that it has not entered into any arrangement to pay financial consideration to, and has not made any payment to, any City official, agent, or employee that would create a legally cognizable conflict of interest as defined in the Political Reform Act (Cal. Gov. Code, § 87100 of seq.). (c) Developer's Acknowledgments. Subject to the reimbursement requirements set forth below, Developer acknowledges and agrees as follows with respect to its application for the Project: (1) City has sole discretion to select which of its employees and contractors are assigned to work on the application; (2) City has sole discretion to direct the work and evaluate the performance of the employees and contractors assigned to work on the application, and City retains the right to terminate or replace at any time any such person; (3) City has sole discretion to determine the amount of compensation paid to employees or contractors assigned to work on the application; and (4) City, not Developer, shall pay employees and contractors assigned to work on the application from a City account. (d) The Parties acknowledge and agree that the processing of Developer's application for the Project is not contingent on the hiring of any specific contractor. Section 2. The Deposit; Additional Advances. (a) Establishing and Supplementing Deposit. Within three (3) business days following execution of this Agreement, Developer shall provide to City an initial deposit of $ 55.268 ("Initial Deposit"), to be allocated pro. rata to reimburse City for Eligible Expenses, as defined in Section 3(b). City shall monitor its expenses and the balance in the deposit account and whenever it believes, in good faith, that there will be insufficient funds to pay all of City's expenses for the next ninety (90) days, City may make a written request for additional funds ("Additional Advances), which shall state the existing balance and the additional amount requested. City may request the funds it reasonably believes necessary to cover a period not exceeding ninety (90) days. The deposit account shall generally maintain a minimum balance of five thousand dollars ($5,000.00). The Initial Deposit and Additional Advance funds are hereinafter collectively referred to as the 3 "Deposit." Developer shall make the Additional Advance within five (5) business days of City's written request therefor. If Developer fails to timely make the Additional Advance, City may cease all additional work by staff and consultants on the Entitlements, until City received the Additional Advance from Developer. (b) Eligible Expenses. The Deposit shall be used to reimburse City for costs incurred by City in connection with the following (all of which shall be deemed "Eligible Expenses"): (1) preparing necessary CEQA reports and documents for the Project, and additional supporting documentation, as necessary and appropriate in accordance with CEQA; (ii) distributing the CEQA documentation to responsible agencies and others; (III) noticing and holding public hearings and considering public comments on the CEQA documents and reports; (iv) considering approval or certification of such CEQA documents and reports and other documentation through a City Council Resolution in accordance with CEQA; (v) preparing, negotiating, and approving the Entitlements and conditions of the Project, including without Iimitation, the environmental documents; (A) preparing and negotiating all further legal documents in connection with the transaction, including, without limitation, technical reports, reclamation plans, development agreements, owner participation agreements, leases, franchise agreements, waste hauling agreements, franchise ordinances, and similar agreements and instruments, as applicable; (vii) litigation and other legal costs associated with the Project; (viii) the fees and expenses of any consultants employed by City in connection with the Project; (ix) studies, reports, and design services related to development of any Project -related infrastructure; and (x) any and all other actions reasonably taken by City in connection with development of the Project. (c) Administration of Deposit. The Deposit may be commingled with other funds of City for purposes of investment and safekeeping. The Deposit shall not accrue interest. City shall administer the Deposit and use the Deposit to reimburse City for Eligible Expenses. City shall maintain satisfactory accounting records as to the expenditure of the Deposit at all times and shall provide Developer with monthly costs reports. (d) Unexpended Funds. Upon approval of all necessary Entitlements, the expiration of all applicable appeal periods, and if a legal or administrative challenge is made to the Entitlements, then upon the resolution of such challenge in accordance with Section 8, City shall return any then -unexpended portion of the Deposit to Developer, without interest, less an amount equal to any unpaid Eligible Expenses previously incurred by City. Section 3. Compliance with CEQA Guidelines: Independent Judament CEQA Guidelines Sections 15074 and 15090 require the lead agency to exercise its independent judgment in approving environmental documents. Payment of the cost of preparation of the environmental documents by Developer does not undermine the independent preparation of the environmental documents by City so long as any consultant hired to prepare the environmental documents is under contract to and directed by City (Pub. Resources Code, § 21082.1(a).) Accordingly, it is understood that 0 any such consultant hired by City to prepare environmental documents, shall be under contract to and directed by City, and Developer shall not attempt to direct, influence, or otherwise control the consultant in the performance of the work. Developer shall direct any questions or concerns Developer may have to City. Section 4. Developer's Rights Concerning Expenses and Review of Documents. (a) Statements of Account. City shall provide Developer a summary of expenditures made from the Deposit, and the unexpended balance thereof, whenever requesting any Additional Advance and within ten (10) business days of receipt by City of a written request therefore submitted by Developer. On a monthly basis, City shall provide Developer with a cost report, including copies of each statement or invoice received from any consultant whose costs are chargeable as Eligible Expenses. (b) Review of Documents. City shall .give Developer at least ten (10) days' notice of, along with copies of, any proposed contract with the environmental consultant, change orders, contract amendments, and comments on the environmental documents received from third parties so that Developer shall have the opportunity to provide comments prior to City finalizing, filing, or otherwise releasing the environmental document and responses to comments. Developer may review draft copies of all other reports and studies funded through this Agreement. Developer may discuss issues with City or its consultants and may make comments orally. City shall also use reasonable efforts to permit Developer's review with respect to agendas and staff reports for all open City Council, Planning Commission and other public body meetings at which the Project or related matters are to be considered, and by providing Developer with draft copies thereof priorto or concurrently with the transmission of such documents to the appropriate body. It is expressly understood that consultants retained by City are under contract solely with City, and City is free to disregard Developer's comments and exercise its independent judgment in making payments to the consultants or revising or accepting the consultant's work product, without any liability whatsoever to Developer therefor. Section 5. No Obligation to Adopt or Certify Environmental Documents or to Approve Project Entitlements. The provisions of this Agreement shall in no way obligate City to adopt or certify the environmental documents or take any action approving the Project. City shall use its independent judgment in determining whether to approve the Entitlements and environmental documents. City may determine during the course of processing the Project application that final approval will require issuance of other permits in addition to those listed as the Entitlements in Recital B of this Agreement, due to changes in applicable state law, the Seal Beach Municipal Code, the proposed Project, or other applicable regulations or documents. In the event that City adopts the environmental documents, City shall use its independent judgment in determining the significance of any impacts, approving any mitigation monitoring and reporting program, adopting a statement of overriding considerations, or taking any other action. City shall not be liable 5 to Developer in any manner whatsoever therefor, other than for providing the accounting of expenses as provided in this Agreement. Section S. Agreement Not Debt or Liability of City. It is hereby acknowledged and agreed that this Agreement is not a debt or liability of City. City shall not in any event be liable hereunder other than to return the unexpended and uncommitted portions of the Deposit as provided in Section 3(d) of this Agreement, and to provide an accounting under Section 5(a) of this Agreement. City shall not be obligated to advance any of its own funds with respect to the environmental documents or for any of the other purposes listed in Section 3(b) of this Agreement. No City official, officer, employee, or agent shall be personally liable to Developer under this Agreement to any extent. Section 7. Indemnification and Hold Harmless. (a) Non -liability of City Concerning Entitlements: The Parties acknowledge that there may be challenges to the legality, validity, and adequacy of the Entitlements and/or this Agreement in the future; and if successful, such challenges could delay or prevent the development of the Project. City shall have no liability under this Agreement for Developer's inability to develop the Project as the result of a judicial determination that the CEQA determination, the City's action on the Entitlements, or any portions thereof, are invalid, inadequate, or not made in compliance with law. (b) Participation in Litigation: Indemnity. Developer agrees to indemnify, protect, defend, and hold harmless City and its officials, officers, employees, agents, elected boards, commissions, departments, agencies, and instrumentalities thereof, from any and all actions, suits, claims, demands, writs of mandamus, liabilities, losses, damages, penalties, obligations, expenses, and any other actions or proceedings (whether legal, equitable, declaratory, administrative, or adjudicatory in nature), and alternative dispute resolution procedures (including, but not limited to, arbitrations, mediations, and other such procedures), including, but not limited to, attorneys' fees and costs (herein the "Claims and Liabilities7), arising from or related to this Agreement or the Entitlements; and Developer shall be responsible for any monetary judgment arising therefrom, whether such Claims and Liabilities are brought under CEQA, planning and zoning laws, the Subdivision Map Act, Code of Civil Procedure Sections 1485 or 1094.5, or any other federal, state, or local statute, law, ordinance, rule, regulation, or any decision of a competent jurisdiction. Developer may be required to deposit funds to cover its indemnification obligation or to provide other security. If Developer fails to timely pay such funds, City may abandon the action without liability to Developer and may recover from Developer any attorneys' fees and other costs for which City may be liable for abandonment of the action. City shall provide Developer with notice of the pendency of such action and request that Developer pay for the costs to defend such action. It is expressly agreed that City may utilize the City Attorney's office or use other legal counsel of its choosing, and Developer shall promptly pay or reimburse City for any reasonable legal costs and fees incurred by City. if Developer fails to do so, City may defend the action and Developer shall be liable to City for the cost thereof, but if City chooses not to T defend the action, City shall have no liability to Developer. Developer's obligation to pay the defense costs of City shall extend until final judgment, including any appeals. Notwithstanding Developer's indemnity for Claims and Liabilities, City may abandon any litigation following an adverse judgment or settle any litigation brought against it in its sole and absolute discretion, and Developer shall remain liable, other than in the case where judgment adverse to City and Developer's position has been rendered, or where a settlement has been negotiated that is materially adverse to the Project. In the case of a settlement without an adverse judgment, City may still settle the litigation contrary to Developer, and shall then be responsible for its own litigation expense, but shall bear no other liability to Developer. If Developer chooses to reduce the scope of the Project or abandon the Entitlements in order to settle any such litigation, City shall reasonably cooperate in effecting a settlement. (c) Exception. The obligations of Developer under this Section shall not apply to any claims, actions, or proceedings arising through the gross negligence or willful misconduct of City, its members, officers, or employees. (d) Survival of Indemnity Obligations. All indemnity provisions set forth in this Agreement shall survive the expiration or termination of this Agreement. Section 8. Notices. Any notices, requests, demands, documents, approvals, or disapprovals given or sent under this Agreement from one party to another (collectively, the "Notices") shall be given to the Party entitled thereto at its address set forth below, or at such other address as such party may provide to the other parties in writing from time to time, namely: if to Developer: Devon Shay Hellman Properties LLC P.O. Box 2398 Seal Beach, CA 90740 If to City: City Manager City of Seal Beach 211 Eighth Street Seal Beach, CA 90740 With a copy to: Richards, Watson & Gershon 350 S. Grand Avenue, 37th Floor Los Angeles, CA 90071 Attn: Craig Steele 7 Each such Notice shall be deemed delivered to the Party to whom it is addressed: (i) if personally served or delivered, upon delivery; (ii) if given by fax, upon the sender's receipt of an appropriate answerback or other written acknowledgement; (iii) if given by registered or certified mail, return receipt requested, deposited with the United States mail postage prepaid, seventy-two (72) hours after such notice is deposited with the United States mail; (iv) if given by overnight courier, with courier charges prepaid, twenty-four (24) hours after delivery to said overnight courier, or (v) if given by any other means, upon delivery at the address specified -in this Section. Section 9. Choice of Law., Venue. This Agreement, and any dispute arising from the relationship between the Parties, shall be governed by, construed in accordance with, and interpreted under the laws of the State of California. Any dispute that arises under or relates to this Agreement (whether contract, tort, or both) shall be resolved in a California State Court in the County of Orange, or if jurisdiction over the action cannot be obtained in a State Court, in a Federal Court in the Central District of California. Section 10. Entire Agreement. This Agreement represents the full, final, and complete Agreement between the parties hereto regarding the subject matter of this Agreement. No change or amendment to this Agreement shall be valid unless in writing and signed by both Parties. Section 11. Severability. If a court of competent jurisdiction holds any provision of this Agreement to be illegal, unenforceable, or invalid for any reason, the validity and enforceability of the remaining provisions of this Agreement shall not be affected. Section 12. Attorneys' Fees. In any litigation or other proceeding by which one Party seeks to enforce its rights under this Agreement (whether in contract, tort, or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing party shall be awarded reasonable attorneys' fees, together with any costs and expenses, to resolve the dispute and to enforce the final judgment. Section 13. Ambiguities. Each Party and its counsel have participated fully in the review and revision of this Agreement. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Section 14. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together will constitute one instrument. Section 15. Authority. The persons executing this Agreement on behalf of the Parties warrant that: (i) such Party is duly organized and existing; (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party; (iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement; and (Iv) the entering into of this Agreement does not violate any provision of any other agreement to which said Party Is bound. [signatures on next page] E IN WITNESS THEREOF,. the Parties have caused this Agreement to be executed on on the date first written above. APPROVED AS TO FORM: Rich , & Gershon 7z 666Sfeele, City Attorney Devon Shay Hellman Properties LLC P.O. Box 2398 Seal Beach, CA 90740 10 DEVELOPER Hellman Properties, LLC_ t ��� De hay, Gener Manager CITY OF SEAL BEACH 9� &7v(-Ojn Ji gram, City Manager ACORO® CERTIFICATE OF LIABILITY INSURANCE DATE(MMlDDIYYYY) 08/23/2022 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 CONTANAME: CT Carmen Highfill, CIC, CISR, CPIW (A CN ; (805) 979-9555 FVC No ; (888) 710-1808 Atlas Plus Insurance Services, Inc. 2014 De La Vina St. -MAIL SS: Carmen@atlasplusinsurance.com EADDRE INSURERS AFFORDING COVERAGE NAIC # INSURERA: AXIS Surplus Insurance Co. Santa Barbara CA 93105 INSURED INSURER B: State Compensation Ins. Fund INSURER C: MRS Environmental, Inc. INSURER D: 1306 Santa Barbara St. INSURER E: 1 INSURER F: Santa Barbara CA 93101 rnVFaer-FA rFRTIFIrATF NIIMRFR-- 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 LTR TYPE OF INSURANCE ADDL I SUER POLICY NUMBER POLICY EFF MM/DD POLICY EXP MM/DD LIMBS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 FK7 CLAIMS -MADE OCCUR DAMAGE TOEa oNED ccurrence)S 100,000 PREM SES MED EXP (Anyone person) S 10,000 X Includes Pollution PERSONAL &ADV INJURY S 1,000,000 A X EMP19000732-04 04/01/2022 04/01/2023 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S 2,000,000 PRODUCTS - COMP/OP AGG S 2,000,000 POLICY ❑ JECT PRO F-] LOC $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident 1,000,000 BODILY INJURY (Per person) $ ANY AUTO BODILY INJURY (Per accident) S AOWNED SCHEDULED AUTOS ONLY AUTOS XX HIRED !� AUTOS ONLY AUTOS NLY EMP19000732-04 04/01/2022 04/01/2023 DAMAGE SS (PerracEciiden UMBRELLA LIAB X OCCUR EACH OCCURRENCE S 1,000,000 AGGREGATE S 1,000,000 A X EXCESS LIAB CLAIMS -MADE X EMX19000172-04 04/01/2022 04/01/2023 DED I I RETENTIONS S - B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY N ANY PROPRIETORIPARTNERIEXECUTIVE YIN OFFICERIMEMBER EXCLUDED? FN] (Mandatory In NH) NIA 9207029-22 04/10/2022 04/10/2023 X STATUTE L ERH E.L. EACH ACCIDENT S 1,000,000 E.L. DISEASE - EA EMPLOYE S 1;000,000 E.L. DISEASE - POLICY LIMIT $.1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below A Professional Liability Retro Date: 4/1/2017 EMP19000732-04 04/01/2022 04/01/2023 Each Claim 1,000,000 Aggregate 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached If more space Is required) City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents acting as independent contractors in the role of City officials shall be covered as additional insureds under the General Liability per attached CG20100704 & CG20370704. n-'i��n wTr_ un, nen CAme'r-I I ATInm (J 7ytsts-/wo AL uKu %,umrumAI lum hD ngnts reserveu. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Seal Beach AUTHORIZED REPRESENTATIVE 211 8th St. Carmen Highfill Seal Beach CA 90740 (J 7ytsts-/wo AL uKu %,umrumAI lum hD ngnts reserveu. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD