Agenda packet — Laguna Beach City Council, September 23, 2025 (part 3 of 5)

Approval of a formal agreement with Amazon Business will consolidate these purchases under a single City account with department specific subaccounts. This centralized platform will streamline administrative efficiency, maximize savings, and provide greater visibility into purchasing activity. Additional benefits include a designated Amazon Business support representative to assist with account setup, training, and ongoing support.

Departments will retain management over their users, account coding, and approval workflow to ensure accurate expense tracking and timely invoice processing. Because having Amazon sign the City’s template agreement was not feasible, the agreement includes Amazon’s standard business Terms and Conditions, which have been reviewed and approved by the City Attorney. While these Amazon standard terms are of course not as protective of the City, these Terms allow the City to terminate the Agreement at any time without penalty and the savings and other benefits offered by this Amazon service justify the arrangement absent the City’s template agreement.

FINANCIAL ANALYSIS
Funding for the purchase of office and operational supplies through Amazon Business has been included in the adopted Fiscal Year 2025–26 departmental budgets. No additional appropriation is required to implement this agreement.

The total not-to-exceed cost of the agreement is $1,100,000 over five years, or $220,000 annually. While expenditures are distributed across departmental supply budgets, the consolidated purchasing platform is expected to generate cost efficiencies through volume-based rebates (1–2%), free shipping, and access to discounted bulk pricing. There is an annual fee of $799 in order to receive free shipping for the entire year.

Amazon waived this fee for Year 1 of the agreement.

ENVIRONMENTAL ANALYSIS
This action is not subject to the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines Section 15378, as it does not constitute a “project.” Section 15378 defines a project as an activity that may cause either a direct physical change in the environment or a reasonably foreseeable indirect physical change. The proposed action involves approval of an administrative agreement for procurement services, which does not authorize or result in any physical development or environmental change.

ATTACHMENTS

1. Cooperative Agreement, State of Utah #LS4679 (Pgs. 3-22)

2. Amazon Business Accounts Terms and Conditions (Pgs. 23-29) Report Prepared By: Coordinated With:

Christina Reyes
Procurement Officer (Contract)
Shannon Espinoza, Finance Manager
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Contract #
for
with
Effective:

Attachment 1
3 AMAZON.COM SERVICE LLC dba AMAZON BUSINESS ONLINE MARKETPLACE LS4679 May 6, 2025 STATE OF UTAH 3 of 333
The following documents comprise the executed contract
effective:

I. Vendor Contract and Signature Form
II. Supplier’s Response to the RFP, incorporated by
reference
4 May 6, 2025
4 of 333
Contract Manager can be found at www.statecontracts.utah.gov on the contract landing page. (Revised 8/12/2024)

OMNIA COOPERATIVE CONTRACT - MASTER AGREEMENT

1. CONTRACTING PARTIES: This contract is between the Division of Purchasing and the following Contractor:

Amazon.com Services LLC dba Amazon Business
Name
410 Terry Avenue North
Address
Seattle WA 98109
City State Zip

LEGAL STATUS OF CONTRACTOR
Sole Proprietor
Non-Profit Corporation
For-Profit Corporation
Partnership
Government Agency
Contact Person William Burnett Phone #404-807-9996 Email [email protected] Vendor #VC220555 Commodity Code #00000

2. CONTRACT PORTFOLIO NAME: Online Marketplace

3. PROCUREMENT: This contract is entered into as a result of Solicitation #TR24-8.

4. CONTRACT PERIOD: Effective Date: 05/06/2025 Termination Date: 05/05/2030 unless terminated early or extended in accordance with the terms and conditions of this contract. Renewal options (if any): N/A.

5. Prompt Payment Discount (if any): N/A. Price Guarantee Period (if any): N/A.

6. Administrative Fee, as described in the Administrative Agreement between Omnia and Amazon Business: Established by Omnia and the participating entities upon establishing a participating addendum, as required.

7. ATTACHMENT A: State of Utah Standard Terms and Conditions for Goods Services, or IT ATTACHMENT B: Amazon Business Account Terms and Conditions ATTACHMENT C: Scope of Work
ATTACHMENT D: Pricing/Catalog
Any conflicts between Attachment A and the other Attachments will be resolved in favor of Attachment A.

8. DOCUMENTS INCORPORATED INTO THIS CONTRACT BY REFERENCE BUT NOT ATTACHED:
a. All other governmental laws, regulations, or actions applicable to the goods and/or services authorized by this contract. b. Utah State Procurement Code, Procurement Rules, the Solicitation, and Contractor’s response to the Solicitation.

9. Each person signing this Agreement represents and warrants that he/she is duly authorized and has legal capacity to execute and deliver this Agreement and bind the parties hereto. Each signatory represents and warrants to the other that the execution and delivery of the Agreement and the performance of each party's obligations hereunder have been duly authorized and that the Agreement is a valid and legal agreement binding on the parties and enforceable in accordance with its terms.

IN WITNESS WHEREOF, the parties sign and cause this contract to be executed. Notwithstanding verbal or other representations by the parties, the "Effective Date" of this Contract shall be the date provided within Section 4 above.

CONTRACTOR
Contractor’s Signature Print Name Title Date
STATE
Director, Division of Purchasing Date
Contract # LS4679
Docusign Envelope ID: 6FE8172A-44AC-44EE-A14E-27C0849C0CC7 Authorized Representative Oscar Montes April 15, 2025
Docusign Envelope ID: 37AFD31B-ADDC-4B02-934C-64CD7A6863B1 4/21/2025
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1 ATTACHMENT A: STATE OF UTAH STANDARD TERMS AND CONDITIONS FOR GOODS AND SERVICES

1. DEFINITIONS: The following terms shall have the meanings set forth below:
a) “Confidential Information” means information that is deemed as confidential under applicable state and federal laws, including personal information. The Eligible User reserves the right to identify, during and after this Contract, additional reasonable types of categories of information that must be kept confidential under federal and state laws. b) “Contract” means the Contract Signature Page(s), including all referenced attachments and documents incorporated by reference. The term “Contract” shall include any purchase orders that result from this Contract. c) “Contract Signature Page(s)” means the State of Utah cover page(s) that the Division and Contractor signed. d) “Contractor” means the individual or entity delivering the Procurement Item identified in this Contract. The term “Contractor” shall include Contractor’s agents, officers, employees, and partners. e) “Custom Deliverable” means the Work Product that Contractor is required to deliver to the Eligible User under this Contract.
f) “Division” means the Division of Purchasing and General Services. g) “Eligible User(s)” means those authorized to use State Cooperative Contracts and includes the State of Utah’s government departments, institutions, agencies, political subdivisions (e.g., colleges, school districts, counties, cities, etc.), and, as applicable, nonprofit organizations, agencies of the federal government, or any other entity authorized by the laws of the State of Utah to participate in State Cooperative Contracts, including agencies nationwide registered with OMNIA Partners, Public Sector are eligible to participate in any subsequent Contract. h) “End User Agreement” means any agreement that Eligible Users are required to sign in order to participate in this Contract, including an end user agreement, customer agreement, memorandum of understanding, statement of work, lease agreement, service level agreement, or any other named separate agreement. i) "Procurement Item" means a supply, a service, Custom Deliverable, construction, or technology that Contractor is required to deliver to the Eligible User under this Contract. j) “Response” means the Contractor’s bid, proposals, quote, or any other document used by the Contractor to respond to the Solicitation.
k) “Solicitation” means an invitation for bids, request for proposals, notice of a sole source procurement, request for statement of qualifications, request for information, or any document used to obtain bids, proposals, pricing, qualifications, or information for the purpose of entering into this Contract. l) “State of Utah” means the State of Utah, in its entirety, including its institutions, agencies, departments, divisions, authorities, instrumentalities, boards, commissions, elected or appointed officers, employees, agents, and authorized volunteers.
m) “Subcontractors” means a person under contract with a contractor or another subcontractor to provide services or labor for design or construction, including a trade contractor or specialty contractor. n) “Work Product” means every invention, modification, discovery, design, development, customization, configuration, improvement, process, software program, work of authorship, documentation, formula, datum, technique, know how, secret, or intellectual property right whatsoever or any interest therein (whether patentable or not patentable or registerable under copyright or similar statutes or subject to analogous protection) that is specifically made, conceived, discovered, or reduced to practice by Contractor or Contractor’s Subcontractors (either alone or with others) pursuant to this Contract. Work Product shall be considered a work made for hire under federal, state, and local laws; and all interest and title shall be transferred to and owned by the Eligible User. Notwithstanding anything in the immediately preceding sentence to the contrary, Work Product does not include any Eligible User intellectual property, Contractor’s intellectual property (that it owned or licensed prior to this Contract) or Third Party intellectual property.

2. GOVERNING LAW AND VENUE: This Contract shall be governed by the laws, rules, and regulations of the State of Utah.

Any action or proceeding arising from this Contract shall be brought in a court of competent jurisdiction in the State of Utah.

Venue shall be in Salt Lake City, in the Third Judicial District Court for Salt Lake County.

3. LAWS AND REGULATIONS: At all times during this Contract, Contractor and all Procurement Items delivered and/or performed under this Contract will comply with all applicable federal and state constitutions, laws, rules, codes, orders, and regulations, including applicable licensure and certification requirements. If this Contract is funded by federal funds, either in whole or in part, then any federal regulation related to the federal funding, which the parties mutually agree to in writing, including CFR Appendix II to Part 200, will supersede this Attachment. Eligible Users shall inform Contractor if federal funds are used under this Agreement and propose those additional contract terms to be included.

4. RECORDS ADMINISTRATION: Contractor shall maintain or supervise the maintenance of all records necessary to properly account for Contractor’s performance and the payments made by Eligible Users to Contractor under this Contract. These records shall be retained by Contractor for at least six (6) years after final payment, or until all audits initiated within the six (6) years have been completed, whichever is later. Contractor will provide Eligible Users access to Amazon Business Analytics (“ABA”) whereby Eligible Users may generate reports based on purchasing activity pertinent to the contract for the purpose of making audits, examinations, excerpts, and transcriptions. ABA functionality will include the ability to customize, view, and download reports including order details, refunds, returns, and reconciliation.

5. PERMITS: If necessary Contractor shall procure and pay for all permits, licenses, and approvals necessary for the execution of this Contract.

6. CERTIFY REGISTRATION AND USE OF EMPLOYMENT "STATUS VERIFICATION SYSTEM”: The Status Verification Docusign Envelope ID: 6FE8172A-44AC-44EE-A14E-27C0849C0CC7 Docusign Envelope ID: 37AFD31B-ADDC-4B02-934C-64CD7A6863B1 6 6 of 333
2 System, also referred to as “E-verify”, only applies to contracts issued through a Request for Proposal process, to sole sources that are included within a Request for Proposal, and when Contractor employs any personnel in Utah. a) Contractor certifies, to the best of its knowledge and belief at the time of submission, as to its own entity, that Contractor has registered and is participating in the Status Verification System to verify the work eligibility status of Contractor’s new employees that are employed in the State of Utah in accordance with applicable immigration laws. b) Contractor’s failure to comply with this section will be considered a material breach of this Contract.

7. CONFLICT OF INTEREST: Contractor represents, to the best of its knowledge and belief at the time of submission, that none of its officers or employees are officers or employees of the Division or the State of Utah, unless disclosure has been made to the Division.

8. INDEPENDENT CONTRACTOR: Contractor and Subcontractors, in the performance of this Contract, shall act in an independent capacity and not as officers or employees or agents of the Division or the State of Utah.

9. CONTRACTOR RESPONSIBILITY: Contractor is solely responsible for fulfilling the contract, with responsibility for all Procurement Items delivered and/or performed as stated in this Contract. Contractor shall be the sole point of contact regarding all contractual matters. Contractor must incorporate Contractor’s responsibilities under this Contract into every subcontract with its Subcontractors that will provide the Procurement Item(s) to the Eligible Users under this Contract.

Moreover, Contractor is responsible for its Subcontractors compliance under this Contract.

10. INDEMNITY: Notwithstanding anything else to the contrary in this Agreement, neither party shall be responsible for indemnifying the other party for any claims.

11. EMPLOYMENT PRACTICES: Contractor agrees to abide by the following federal and state employment laws, including: (i) Title VI and VII of the Civil Rights Act of 1964 (42 U.S.C. 2000e), which prohibits discrimination against any employee or applicant for employment or any applicant or recipient of services on the basis of race, religion, color, or national origin; (ii) Executive Order No. 11246, as amended, which prohibits discrimination on the basis of sex; (iii) 45 CFR 90, which prohibits discrimination on the basis of age; (iv) Section 504 of the Rehabilitation Act of 1973, or the Americans with Disabilities Act of 1990, which prohibits discrimination on the basis of disabilities; and (v) Utah's Executive Order 2019-1, dated February 5, 2019, which prohibits unlawful harassment in the workplace. Contractor further agrees to abide by any other laws, regulations, or orders that prohibit the discrimination of any kind by any of Contractor’s employees. Contractor agrees to abide by any other laws, regulations, or orders that prohibit the discrimination of any kind by any of Contractor’s employees.

12. AMENDMENTS: This Contract may only be amended by the mutual written agreement of the parties, provided that the amendment is within the Scope of Work of this Contract and is within the scope/purpose of the original solicitation for which this Contract was derived. The amendment will be attached and made part of this Contract. Automatic renewals will not apply to this Contract, even if listed elsewhere in this Contract.

13. DEBARMENT: Contractor certifies, to the best of its knowledge and belief at the time of submission, that it is not presently nor has ever been debarred, suspended, proposed for debarment, or declared ineligible by any governmental department or agency, whether international, national, state, or local. Contractor must promptly notify the Division if debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in any contract by any governmental entity during this Contract.

14. TERMINATION: This Contract may be terminated, with cause by either party, in advance of the specified expiration date, upon written notice given by the other party. The party in violation will be given ten (10) days after written notification to correct and cease the violations, after which this Contract may be terminated for cause immediately and subject to the remedies below. This Contract may also be terminated without cause (for convenience), in advance of the specified expiration date, by either Party, upon thirty (30) days written termination notice being given to the other party. The Division and the Contractor may terminate this Contract, in whole or in part, at any time, by mutual agreement in writing.

On termination of this Contract, all accounts and payments will be processed according to the financial arrangements set forth herein for approved and conforming Procurement Items ordered prior to date of termination. In no event shall the Eligible Users be liable to the Contractor for compensation for any Procurement Item neither requested by an Eligible User. In no event shall the Division’s exercise of its right to terminate this Contract for convenience relieve the Contractor of any liability to the Eligible Users for any damages or claims arising under this Contract.

15. NONAPPROPRIATION OF FUNDS, REDUCTION OF FUNDS, OR CHANGES IN LAW: Upon thirty (30) days written notice delivered to the Contractor, a purchase order that results from this Contract may be terminated in whole or in part at the sole discretion of an Eligible User, if an Eligible User reasonably determines that: (i) a change in Federal or State legislation or applicable laws materially affects the ability of either party to perform under the terms of this Contract; or (ii) that a change in available funds affects an Eligible User’s ability to pay under this Contract. A change of available funds as used in this paragraph includes, but is not limited to a change in Federal or State funding, whether as a result of a legislative act or by order of the President or the Governor.

If a written notice is delivered under this section, an Eligible User will reimburse Contractor for the Procurement Item(s) Docusign Envelope ID: 6FE8172A-44AC-44EE-A14E-27C0849C0CC7 Docusign Envelope ID: 37AFD31B-ADDC-4B02-934C-64CD7A6863B1 7 7 of 333
3 properly ordered and/or properly performed until the effective date of said notice. An Eligible User will not be liable for any performance, commitments, penalties, or liquidated damages that accrue after the effective date of said written notice.

16. SALES TAX EXEMPTION: The Procurement Item(s) under this Contract will be paid for from an Eligible User’s funds and used in the exercise of an Eligible Users essential functions. The Amazon Tax Exemption Program (ATEP) allows Amazon Business customers to apply a tax-exemption status to eligible purchases from Amazon and affiliates or other participating selling partners. To apply tax-exempt status to eligible purchases, organizations enroll their business account in ATEP. An administrator with an Amazon account already enrolled can migrate their ATEP settings in Business Settings. The Amazon Tax Exemption Wizard guides the process of enrolling. Tax-exempt status usually activates within 15 minutes of enrolling. If the organization must upload a certificate, approval takes up to 24 hours. NOTE: ATEP is offered to selling partners but they are not required to participate. As a result, your exemption may not apply to sales sold by nonparticipating selling partners.

As a result, Amazon Business allows for organizations to set a policy on that account that restricts or blocks selling partners that do not participate in ATEP. For more information, please see the ATEP Terms and Conditions:
https://www.amazon.com/gp/help/customer/display.html/?nodeId=200770210&pop-up=1.

17. WARRANTY OF PROCUREMENT ITEM(S): Warranties for all goods and products purchased under the Contract shall be subject to Section 4 (Disclaimer) of the Amazon Business Accounts Terms and Conditions, subject to the limitations of Section

8.3 (Public Sector Entity).

18. CONTRACTOR’S INSURANCE RESPONSIBILITY. The Contractor shall maintain the following insurance coverage:
a. Workers’ compensation insurance during the term of this Contract for all its employees related to this Contract.

Workers’ compensation insurance shall cover full liability under the workers’ compensation laws of the jurisdiction in which the work is performed at the statutory limits required by said jurisdiction. b. Commercial general liability [CGL] insurance from an insurance company authorized to do business in the State of Utah. The limits of the CGL insurance policy will be no less than one million dollars ($1,000,000.00) per person per occurrence and three million dollars ($3,000,000.00) aggregate. c. Commercial automobile liability [CAL] insurance from an insurance company authorized to do business in the State of Utah. The CAL insurance policy must cover bodily injury and property damage liability and be applicable to all vehicles used in your performance of Services under this Agreement whether owned, non-owned, leased, or hired.

The minimum liability limit must be $1 million per occurrence, combined single limit. The CAL insurance policy is required if Contractor will use a vehicle in the performance of this Contract.

Certificate of Insurance, showing up-to-date coverage, shall be on file with the State before the Contract may commence.

Failure to provide proof of insurance as required will be deemed a material breach of this Contract. Contractor’s failure to maintain this insurance requirement for the term of this Contract will be grounds for immediate termination of this Contract.

19. RESERVED.

20. PUBLIC INFORMATION: Contractor agrees that this Contract, related purchase orders, related pricing documents, and invoices will be public documents and may be available for public and private distribution in accordance with the State of Utah’s Government Records Access and Management Act (GRAMA). Contractor gives the Division, the Eligible Users, and the State of Utah express permission to make copies of this Contract, related sales orders, related pricing documents, and invoices in accordance with GRAMA. Except for sections identified in writing by Contractor and expressly approved by the Division, Contractor also agrees that the Contractor’s Response will be a public document, and copies may be given to the public as permitted under GRAMA. Notwithstanding anything in the RFP #TR24-8 or resultant contract terms and conditions to the contrary, the State of Utah will provide Amazon Business with reasonable prior written notice before disclosing any information in the Amazon Business proposal labeled as Confidential or trade secret as set forth herein, so that Amazon Business may pursue any and all remedies available at law.

21. DELIVERY: Shipping and delivery of all goods and products purchased under the Contract shall be subject to Section 3 of the Amazon Business Accounts Terms and Conditions.

22. ACCEPTANCE AND REJECTION: Inspection and Acceptance for all goods and products purchased under the Contract shall be subject to Section 3 of the Amazon Business Accounts Terms and Conditions.

23. INVOICING: Invoices for all goods and products purchased under the Contract shall be subject to Section 3 of the Amazon Business Accounts Terms and Conditions.

24. PAYMENT: The payment method for all goods and products purchased under the Contract shall be subject to Section 3 of the Amazon Business Accounts Terms and Conditions.

25. Deleted - INDEMNIFICATION RELATING TO INTELLECTUAL PROPERTY

26. Deleted - OWNERSHIP IN INTELLECTUAL PROPERTY

27. Deleted - OWNERSHIP IN CUSTOM DELIVERABLES

28. ASSIGNMENT: Assignment of the Contract shall be subject to Section 15.2 (Assignment) of the Amazon Business Accounts Terms and Conditions.

Docusign Envelope ID: 6FE8172A-44AC-44EE-A14E-27C0849C0CC7 Docusign Envelope ID: 37AFD31B-ADDC-4B02-934C-64CD7A6863B1 8 8 of 333
4 29. REMEDIES: Disputes under the Contract shall be subject to Section 8.2 (Disputes) of the Amazon Business Accounts Terms and Conditions, subject to the limitations of Section 8.3 (Public Sector Entity).

30. FORCE MAJEURE: Neither an Eligible User nor Contractor will be held responsible for delay or default caused by fire, riot, act of God, and/or war which is beyond that party's reasonable control. An Eligible User may terminate a purchase order resulting from this Contract after determining such delay will prevent Contractor’s successful performance of this Contract.

31. CONFIDENTIALITY: If Confidential Information is disclosed by either Party (Disclosing Party), the Receiving Party shall: (i) advise its agents, officers, employees, partners, and Subcontractors of the obligations set forth in this Contract; (ii) keep all Confidential Information strictly confidential; and (iii) not disclose any Confidential Information received by it to any third parties. Receiving Party will promptly notify an Disclosing Party of any potential or actual misuse or misappropriation of Confidential Information.

Receiving Party shall be responsible for any breach of this duty of confidentiality, including any required remedies and/or notifications under applicable law. Receiving Party shall indemnify, hold harmless, and defend the Disclosing Party, including anyone for whom the Disclosing Party is liable, from claims related to a breach of this duty of confidentiality, including any notification requirements, by Receiving Party or anyone for whom the Receiving Party is liable.

Upon termination or expiration of this Contract, and receipt of a request from the Disclosing Party to do so, Receiving Party will return all copies of Confidential Information to the Disclosing Party or certify, in writing, that the Confidential Information has been destroyed. This duty of confidentiality shall be ongoing and survive the termination or expiration of this Contract.

32. LARGE VOLUME DISCOUNT PRICING: Eligible Users may seek to obtain additional volume discount pricing for large orders provided Contractor is willing to offer additional discounts for large volume orders. No amendment to this Contract is necessary for Contractor to offer discount pricing to an Eligible User for large volume purchases.

33. ELIGIBLE USER PARTICIPATION: Participation under this Contract by Eligible Users is voluntarily determined by each Eligible User. Contractor agrees to supply each Eligible User with Procurement Items based upon the same terms, conditions, and prices of this Contract.

34. INDIVIDUAL CUSTOMERS: Each Eligible User that purchases Procurement Items from this Contract will be treated as individual customers. Each Eligible User will be responsible to follow the terms and conditions of this Contract. Contractor agrees that each Eligible User will be responsible for their own charges, fees, and liabilities. Contractor shall apply the charges to each Eligible User individually. The Division is not responsible for any unpaid invoice.

35. RESERVED.

36. ORDERING: Orders will be placed by the using Eligible User directly with Contractor. All orders will be shipped promptly in accordance with the terms of this Contract.

37. END USER AGREEMENTS Use of Amazon Business is governed by the Amazon Business Accounts Terms and Conditions.

An Eligible User will need to have an active Amazon Business account to utilize Amazon Business.

38. PUBLICITY: Contractor shall submit to the Division for written approval all advertising and publicity matters relating to this Contract. It is within the Division’s sole discretion whether to provide approval, which approval must be in writing.

39. Deleted - WORK ON STATE OF UTAH OR ELIGIBLE USER PREMISES

40. CONTRACT INFORMATION: During the duration of this Contract the State of Utah Division of Purchasing is required to make available contact information of Contractor to the State of Utah Department of Workforce Services. The State of Utah Department of Workforce Services may contact Contractor during the duration of this Contract to inquire about Contractor’s job vacancies within the State of Utah.

41. WAIVER: A waiver of any right, power, or privilege shall not be construed as a waiver of any subsequent right, power, or privilege.

42. SUSPENSION OF WORK: Should circumstances arise which would cause an Eligible User to suspend Contractor’s responsibilities under this Contract, but not terminate this Contract, this will be done by formal written notice pursuant to the terms of this Contract. Contractor’s responsibilities may be reinstated upon advance formal written notice from the Eligible User.

43. PROCUREMENT ETHICS: Contractor understands that a person who is interested in any way in the sale of any supplies, services, construction, or insurance to the State of Utah is violating the law if the person gives or offers to give any compensation, gratuity, contribution, loan, reward, or any promise thereof to any person acting as a procurement officer on behalf of the State of Utah, or to any person in any official capacity who participates in the procurement of such supplies, services, construction, or insurance, whether it is given for their own use or for the use or benefit of any other person or organization.

44. CHANGES IN SCOPE: Any changes in the scope of the services to be performed under this Contract shall be in the form of a written amendment to this Contract, mutually agreed to and signed by both parties, specifying any such changes, fee adjustments, any adjustment in time of performance, or any other significant factors arising from the changes in the scope of services.

45. Deleted - ATTORNEY’S FEES

46. TRAVEL COSTS: If travel expenses are permitted by the Solicitation All travel costs associated with the delivery of Services under this Contract will be paid according to the rules and per diem rates found in the Utah Administrative Code R25-7.

Docusign Envelope ID: 6FE8172A-44AC-44EE-A14E-27C0849C0CC7 Docusign Envelope ID: 37AFD31B-ADDC-4B02-934C-64CD7A6863B1 9 9 of 333
5 Invoices containing travel costs outside of these rates will be returned to the vendor for correction.

47. PERFORMANCE EVALUATION: The Division may conduct a performance evaluation of Contractor, including Contractor’s Subcontractors. Results of any evaluation shall be made available to Contractor upon request.

48. STANDARD OF CARE: The services performed by Contractor and its Subcontractors shall be performed in accordance with the standard of care exercised by licensed members of their respective professions having substantial experience providing similar services which similarities include the type, magnitude, and complexity of the services that are the subject of this Contract. Contractor may be liable to the Eligible User for claims, liabilities, additional burdens, penalties, damages, or third party claims (e.g., another Contractor’s claim against the State of Utah), to the extent caused by Contractor’s gross negligence or intentional acts.

49. REVIEWS: The Division reserves the right to perform plan checks, plan reviews, other reviews, and/or comment upon the services of Contractor. Such reviews do not waive the requirement of Contractor to meet all of the terms and conditions of this Contract.

50. DISPUTE RESOLUTION: Prior to either party filing a judicial proceeding, the parties agree to participate in the mediation of any dispute. The Division or an Eligible User, after consultation with Contractor, may appoint an expert or panel of experts to assist in the resolution of a dispute. If the Division or an Eligible User appoints such an expert or panel, the Division or the Eligible User and Contractor agree to cooperate in good faith in providing information and documents to the expert or panel in an effort to resolve the dispute.

51. ORDER OF PRECEDENCE: In the event of any conflict in the terms and conditions in this Contract, the order of precedence shall be: (i) this Attachment A; (ii) Contract Signature Page(s); (iii) the State of Utah’s additional terms and conditions, if any; (iv) any other attachment listed on the Contract Signature Page(s); and (v) Contractor’s terms and conditions that are attached to this Contract, if any. Any provision attempting to limit the liability of Contractor or limit the rights of an Eligible User, the Division, or the State of Utah must be in writing and attached to this Contract or it is rendered null and void.

52. SURVIVAL OF TERMS: Termination or expiration of this Contract shall not extinguish or prejudice Eligible Users’ right to enforce this Contract with respect to any default of this Contract or defect in the Procurement Item(s) that has not been cured, or of any of the following clauses, including: Governing Law and Venue, Laws and Regulations, Records Administration, Remedies, Dispute Resolution, Indemnity, Newly Manufactured, Indemnification Relating to Intellectual Property, Warranty of Procurement Item(s), Insurance.

53. SEVERABILITY: The invalidity or unenforceability of any provision, term, or condition of this Contract shall not affect the validity or enforceability of any other provision, term, or condition of this Contract, which shall remain in full force and effect.

54. ERRORS AND OMISSIONS: Contractor shall not take advantage of any errors and/or omissions in this Contract. The Contractor must promptly notify the Division of any errors and/or omissions that are discovered.

55. ENTIRE AGREEMENT: This Contract constitutes the entire agreement between the parties and supersedes any and all other prior and contemporaneous agreements and understandings between the parties, whether oral or written.

56. ANTI-BOYCOTT ACTIONS: In accordance with Utah Code 63G-27 et seq., Contractor certifies, to the best of its knowledge and belief at the time of submission, that it is not currently engaged in any “economic boycott” nor a “boycott of the State of Israel” as those terms are defined in Section 102. Contractor further certifies, to the best of its knowledge and belief at the time of submission, that it has read and understands 63G-27 et. seq., that it will not engage in any such boycott action during the term of this Contract, and that if it does, it shall promptly notify the State in writing.

Revision Date: 04/09/2025 (Section 3, 4, 6, 7, 10, 13, 16, 17, 18, 20, 21, 22, 23, 24, 25,26,27, 28, 29, 31, 37, 39, 45, 48, 56) Revision Date: 04/23/20324 (Omnia Revised section: 1.g) Revision Date: 07/20/2023 (Original language)
Docusign Envelope ID: 6FE8172A-44AC-44EE-A14E-27C0849C0CC7 Docusign Envelope ID: 37AFD31B-ADDC-4B02-934C-64CD7A6863B1 10 10 of 333
Attachment B
Amazon Business Terms and Conditions
Below is a copy of the Amazon Business Accounts Terms and Conditions in effect on the Effective Date of the contract. Pursuant to Section 10 of the Amazon Business Accounts Terms and Conditions (as amended by the Amendment), Amazon may make changes at any time. The Amazon Business Accounts Terms and Conditions are available electronically
at https://www.amazon.com/gp/help/customer/display.html?nodeId=202119380.

1. PURPOSE OF AGREEMENT. This Agreement governs your access to, use of, and transactions made through Amazon Business. "Amazon Business" enables registered business customers to purchase products and services for business purposes and to access and use a set of features, services, software, and applications specifically intended for business customers. We may make available to you, through Amazon Business, certain services or products that are subject to additional terms and conditions, and if you use such services or purchase such products, those terms and conditions (the "Feature Terms") will also apply to you. Products made available through Amazon Business may be designed for, and only appropriate for, specialized uses; accordingly, you may only use them as intended by, and in compliance with all instructions provided by, the manufacturer. Finally, certain policies accessible through Amazon Business apply to your and your users' use of and access to Amazon Business. These "Policies" include the Amazon Business Acceptable Use Policy. the Amazon Business Pricing Policy. the Amazon Business Sanctions and Export Policy, the Amazon.com Privacy Notice, the Amazon Business Gift Card Policy, and the Healthcare Disclosure Policies. This Agreement incorporates by reference the Feature Terms and the Policies.

2. ELIGIBILITY; ACCOUNT SECURITY. By creating a Business Account, you represent that (i) the individual acting on behalf of the Customer has the authority to bind the Customer, (ii) the Customer has all requisite right, power, and authority to enter into, perform its obligations under, and grant the rights and authorizations in the Agreement, and (iii) the Customer is an Eligible Entity. "Eligible Entities" include all types of businesses (for example, LLCs, LLPs, corporations, partnerships, sole proprietorships, and PLLCs ), all types of governmental entities (federal, state, local, and quasi-governmental entities), and all types of non-profit organizations (including 501(c) organizations, 527 organizations, and similar tax-exempt organizations).

Individual consumers should use Amazon.com. Upon completion of your registration, a "Business Account" will be created for your organization. You may authorize others to create a "User Account" associated with your Business Account. You are responsible for all activities that occur under your Business Account and any associated User Accounts, and must ensure your Users comply with the Acceptable Use Policy and this Agreement. You are responsible for maintaining the security of the passwords associated with your Business Account and User Accounts; if you believe an unauthorized person has access to your password, Business Account, or an associated User Account, you must contact us immediately and change any compromised passwords.

3. SHIPPING; RETURNS; REPLACEMENT CHARGES; PAYMENT METHODS; TAXES.

Your purchases are subject to Amazon's Shipping and Returns Policies. All purchases of physical items from Amazon are made pursuant to a shipment contract. This means that the risk of loss and title for such items pass to you upon our delivery to the carrier. Unless you are participating in the Pay by Invoice service, payment for all purchases made through your Business Account is due upon shipment or on the date indicated on the checkout page, or, for digital products, when we make the digital product available to you. For returns, Amazon does not take title to returned items until the item arrives at our fulfillment center. At our discretion, a refund may be issued

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without requiring a return. In this situation, Amazon does not take title to the refunded item. To purchase through Amazon Business, you will need at least one valid payment method associated with your Business Account; if there is a problem charging your selected payment method for any purchase, we may charge any other valid payment method associated with your Business Account. If we send any User a replacement product for a product they originally ordered using an individual payment method (such as a personal credit card) and the original product ordered is not returned within 30 days of the replacement request, you acknowledge and consent that we may charge any eligible payment method on record for the relevant User Account for the replacement product. Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges ( and any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions and payments under this Agreement.

4. DISCLAIMER. UNLESS OTHERWISE SPECIFIED IN WRITING, ANY INFORMATION,

CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES MADE AVAILABLE TO YOU BY AMAZON ARE ON AN "AS IS" AND "AS AVAILABLE"

BASIS, AND AMAZON MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY

KIND, EXPRESS OR IMPLIED, AS TO SUCH INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES. TO THE FULLEST EXTENT

PERMITTED BY LAW, AND UNLESS OTHERWISE SPECIFIED IN WRITING, AMAZON

DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, AS TO THE PRODUCTS IT

SELLS AND THE SERVICES AND INFORMATION IT PROVIDES, INCLUDING ANY

IMPLIED WARRANTIES OF MERCHANT ABILITY AND FITNESS FOR AP ARTICULAR PURPOSE OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

5. INDEMNIFICATION. You will defend, indemnify, and hold harmless Amazon and its affiliates, and their respective directors, officers, employees, representatives, contractors, and agents, from and against any loss, damage, judgment, settlement, expense, interest, and any other liability (including reasonable attorneys' fees and costs) related to or arising out of any third party allegation, claim, lawsuit, or proceeding (a "Claim") to the extent such Claim is based on: (a) any breach of the Agreement, (b) any unlawful, improper or negligent use by anyone of any product sold or service provided to you under the Agreement, ( c) any dispute between you and your Users, or ( d) your gross negligence or willful misconduct. You will use counsel reasonably satisfactory to us to defend each indemnified Claim. If at any time we reasonably determine that any indemnified Claim might adversely affect us, we may take control of the defense at our expense. You may not consent to the entry of any judgment or enter into any settlement of a Claim without our prior written consent, which may not be unreasonably withheld.

6. LIMITATIONS OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW,

UNDER NO CIRCUMSTANCES WILL AMAZON BE LIABLE FOR ANY

CONSEQUENTIAL, INCIDENT AL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES,

INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, THAT RESULT FROM YOUR

PURCHASE OF ANY PRODUCTS OR USE OF ANY SERVICES, EVEN IF AMAZON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST

EXTENT PERMITTED BY LAW, AMAZON'S LIABILITY IN ALL EVENTS IS LIMITED

TO THE PURCHASE PRICE PAID FOR THE PRODUCT OR SERVICE THAT GIVES RISE TO THE LIABILITY.

7. CUSTOMER INFORMATION, PRIVACY, CONFIDENTIALITY.

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7.1. Customer Information. We require you to provide information about you and your Users to access and use Amazon Business, and you may need to provide supplemental information to use or purchase some Amazon Business products or services. You will ensure that all information that you provide to us is at all times accurate and complete. We may share information you provide (for example, your organization's name, addresses, Taxpayer Identification Number) with others in your organization and third parties to confirm the accuracy of such information and your eligibility to use Amazon Business or certain services (for example, to confirm you hold a valid license, certification, or credential where required). To enable us to improve our services, including by making available additional product selection or business pricing, we may share specific order information about the products or services you purchase through your Business Account with the suppliers who provide such products or services. For example, for certain transactions, Amazon Business may share your organization's name or credentials, shipping address, shipment date, ASIN/SKU, quantity or other relevant information.

7.2. Privacy. Except as disclosed in this Agreement, our use of your information is governed by the terms of the Amazon.com Privacy Notice. Please review the Privacy Notice to understand our practices with respect to your information. Please note that all information about Users and User Accounts associated with a Business Account may be shared with your organization.

7.3. Confidentiality. In connection with your use of Amazon Business, we may share with you information which is identified as confidential or that should reasonably be considered confidential ("Confidential Information"). You will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature. You may use Confidential Information only in connection with your use of Amazon Business. You will not disclose Confidential Information during the term of this Agreement or at any time during the 5-year period following the termination of the Agreement, unless required by law. This applies to all Confidential Information in your possession, regardless of when or where you receive it.

8. GOVERNING LAW, DISPUTES, GOVERNMENTAL ENTITIES.

8.1. Governing Law. The laws of the State of Washington, without reference to conflict of law rules, as well as the Federal Arbitration Act and federal arbitration law, govern the Agreement and any dispute that might arise between you and us that pertains to Amazon Business or this Agreement. The United Nations Convention for the International Sale of Goods does not apply to the Agreement.

8.2. Disputes. Any dispute or claim relating in any way to Amazon Business or this Agreement will be resolved by binding arbitration. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent Corporation Service Company, 300 Deschutes Way SW, Suite 304, Tumwater, WA 98501. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules (available at www.adr.org or by calling 1-800-778-7879). An arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages). You may choose to have the arbitration conducted by telephone, based on written submissions, or at a mutually agreed location. We and you agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If, for any reason, a claim proceeds in court rather than in arbitration we

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each waive any right to a jury trial. We and you both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

8.3. Public Sector Entities. If you are a public sector entity and precluded by law from agreeing to any of the provisions of Section 8 as set forth above, then any disputes with you will be governed by the substantive laws of the sovereign under whose laws you were formed and the venue for any such dispute will be the venue required by the laws of such sovereign. Similarly, if the laws of such sovereign would result in other provisions in this Agreement being deemed unlawful, void or for any reason unenforceable against you, those provisions will not apply to you and will be deemed severable from this Agreement. All other provisions in the Agreement remain in full force and effect.

9. THIRD-PARTY OFFERINGS. Parties other than Amazon operate stores, provide services or software, or sell product lines through Amazon Business. In addition, we provide links to the sites of affiliated companies and certain other businesses. If you purchase any of the products or services offered by these businesses or individuals, you are purchasing directly from those third parties, not from Amazon. We are not responsible for examining or evaluating, and we do not warrant, the offerings of any of these businesses or individuals (including the content of their sites). Amazon does not assume any responsibility or liability for the actions, product, and content of all these and any other third parties. You should carefully review their privacy statements and other conditions of use.

10. MODIFICATIONS. We may, at any time in our discretion, change the Agreement by posting such a change on Amazon Business or by notifying your account administrators. YOUR

CONTINUED USE OF AMAZON BUSINESS AFTER WE CHANGE THE AGREEMENT CONSTITUTES YOUR ACCEPTANCE OF THE CHANGES. IF YOU DO NOT AGREE TO

ANY CHANGES, YOU MAY CANCEL YOUR BUSINESS ACCOUNT OR REFRAIN FROM USING THE AMAZON BUSINESS SERVICES IMPLICATED BY SUCH CHANGES.

11. ENTIRE AGREEMENT. The Agreement constitutes the exclusive and complete agreement between us and you. We will not be bound by any term, condition, obligation, or other provision which is different from or in addition to the provisions of the Agreement or which may be in any order, receipt, acceptance, confirmation, correspondence or other document, including informational forms we complete, sign or otherwise provide to you for your convenience.

12. TERM; TERMINATION. This Agreement takes effect when you create a Business Account and continues in effect until you or we terminate it. We may terminate the Agreement by providing notice to your administrators. We reserve the right, in our sole discretion, and with or without notice unless required by applicable law, to refuse service; remove or edit content; modify, suspend or discontinue the availability of any features, products, or services; terminate your right to use some or all of the Amazon Business services; and/or cancel orders. Amazon may choose to charge, modify, or stop charging a fee for any service in its sole discretion. You may

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terminate the Agreement by giving us notice and closing your Business Account and each User Account. Upon termination, all rights and obligations under the Agreement automatically terminate except for rights of action occurring prior to termination, payment obligations, and Sections 1, 4, 5, 6, 7.3, 8, 10, 11, 12, 14, 15.

13. COPYRIGHTS; TRADEMARKS; PATENTS. Use of Amazon Business does not give you the right to frame, use or reproduce any of our copyrighted material, trademarks, service marks, or other proprietary rights or material, or to use any of our patents, except as expressly permitted in writing by Amazon. Please see the Amazon Business Help Pages for further detail on Amazon owned or licensed copyrights, trademarks, patents, as well as how to address concerns about the use of your intellectual property rights by third parties.

14. LICENSE; SOFTWARE. The following Amazon Software Terms and License apply to your access and use of Amazon Business and all features and software (including any updates or upgrades to the software) and any related documentation we make available to you in connection with Amazon Business (the "Amazon Software"). Subject to your compliance with the Agreement and your payment of any applicable fees, Amazon or its content providers grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use Amazon Business and Amazon Software. You may not use data mining, robots, or similar data gathering and extraction tools in connection with Amazon Business, nor may you download or copy Amazon Business information, including any collection of product listings, descriptions, reviews, or prices without our consent or for the benefit of another merchant. The following terms apply to your use of Amazon Software.

14.1. Use of the Amazon Software. You may use Amazon Software solely for purposes of enabling you to use Amazon Business, as permitted by the Agreement. You may not incorporate any portion of the Amazon Software into other programs or compile any portion of it in combination with other programs, or otherwise reproduce, duplicate, copy ( except to exercise rights granted in this section), modify, exploit, create derivative works of, distribute, sell, resell, assign any rights to, or license the Amazon Software in whole or in part (including any features of Amazon Business). All software used in Amazon Business is the property of Amazon or its software suppliers and is protected by U.S. and international copyright Laws. You may not make any derivative use of Amazon Business without the express written consent of Amazon.

14.2. Use of Third Party Services. When you use the Amazon Software, you may also be using the services of one or more third parties, such as a wireless carrier or a mobile software provider.

Your use of these third party services may be subject to the separate policies, terms of use, and fees of these third parties.

14.3. No Reverse Engineering. You may not reverse engineer, decompile or disassemble, tamper with, or bypass any security associated with the Amazon Software, whether in whole or in part.

14.4. Updates. We may offer automatic or manual updates to the Amazon Software at any time and without notice to you.

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14.5. Government End Users. If you are a U.S. Government end user, we are licensing the Amazon Software to you as a "Commercial Off-the-Shelfltem" as that term is defined in the U.S.

Code of Federal Regulations (see 48 C.F.R. § 2.101), and the rights we grant you to the Amazon Software are the same as the rights we grant to all others under this Agreement.

14.6. Reserved Rights, Termination. All rights not expressly granted to you in the Agreement are reserved and retained by Amazon or its licensors, suppliers, publishers, rights holders, or other content providers. The licenses granted by Amazon terminate if you do not comply with the Agreement.

14. 7. Conflicts. In the event of any conflict between the Agreement and any other Amazon or third-party terms applicable to any portion of Amazon Software, such as open-source license terms or specific product feature restrictions that are conveyed to you in the feature experience, such other terms will control as to that portion of the Amazon Software and to the extent of the conflict.

15. MISCELLANEOUS.

15.1. Suggestions. If you make any suggestions about Amazon Business or the features (including any related technology), we will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner.

Subject to that restriction, the Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and permitted assigns.

15.3. Severability. If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provisions.

15.4. Waiver. Our failure to enforce your strict performance of any provisions of this Agreement will not constitute a waiver of our right to enforce such provisions or any other provision of this Agreement subsequently.

15.5. Conflicts. In the event of any conflict between the Agreement and the Policies, the Agreement will prevail. In the event of any conflict between the Agreement and the Feature Terms, the applicable Feature Terms will control.

15.6. Construction. The word "including" will be interpreted without limitation when used in this Agreement.

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send you notices at the address provided when registering your Business Account, which you agree is a proper and valid address for any legal or contractual purpose. If you are sending Amazon a legal or contractual notice, you must comply with our notice procedures available here.

AMENDMENT NO. 1 TO AMAZON BUSINESS ACCOUNTS TERMS AND CONDITIONS This Amendment No. 1 (this "Amendment") to the Amazon Business Accounts Terms and Conditions, above and available at https://www.amazon.com/gp/help/customer/display.html/?nodeld=201613180 ( as updated from time to time, the "Agreement"), between Amazon Services LLC ("Amazon", "we", "us", or "our") and the State of Utah ("Customer" or "you") is effective as of the last date of signature below (the "Amendment Effective Date"). This Amendment amends the Agreement as stated below. Unless otherwise defined in this Amendment, capitalized terms have the meanings ascribed to them in the Agreement. The parties agree as follows:

1. GOVERNING LAW. The Section in the Agreement entitled "GOVERNING LAW" (currently Section 8.1) is deleted in its entirety.

2. DISPUTES. The Section in the Agreement entitled "DISPUTES" (currently Section 8.2) is deleted in its entirety.

3. MODIFICATIONS. The Section in the Agreement entitled "MODIFICATIONS" (currently Section 10) is amended by adding the following sentence:
"Notwithstanding this Section 10, no changes or updates to Amazon's Business Accounts Terms and Conditions will have the effect of changing the provisions set forth in this Amendment without the parties' written agreement in a subsequent amendment."

4. TERM; TERMINATION. The Section in the Agreement entitled "TERM; TERMINATION" (currently Section 12) is amended by adding a second paragraph as follows:
"Notwithstanding this Section 12, either party may elect to terminate this Agreement without cause upon delivery of at least 30 days' prior written notice to the other party."

5. AMAZON BUSINESS ANALYTICS. Amazon will provide participating organizations, and other eligible organizations participating in the cooperative contract access to Amazon Business Analytics, whereby they can generate reports based on their purchase activity. Amazon Business analytics functionality includes the ability to customize, view, and download reports, including orders, returns, and refunds."

6. LAWS AND REGULATIONS. A new Section 17 is added to the Agreement entitled "LAWS AND REGULATIONS" that states as follows:
"Amazon represents and warrants that it will comply with all applicable laws, rules, and regulations in the performance of the Agreement."

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7. FEDERAL FUNDS CERTIFICATIONS. A new Section 18 is added to the Agreement entitled "FEDERAL FUNDS CERTIFICATIONS" that states as follows:
"18.1. Debarment. Amazon certifies that, to the best of its knowledge and belief, neither it nor its principals is currently in a state of debarment, suspension, or other ineligible status as a result of prior performance, failure, fraud, or violation of laws. Amazon further certifies that, to the best of its knowledge and belief, neither it nor its principals is debarred, suspended, otherwise excluded from or ineligible for participation in Federal assistance programs. You may terminate this Agreement if knowledge of debarment, suspension or other ineligibility has been withheld by us.
"18.2 Lobbying. Amazon certifies, to the best of its knowledge and belief, that:
(A) No Federal appropriated funds have been paid or will be paid, by or on behalf of us, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement; (B) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, it will complete and submit Standard Form-LLL. ( C) This Agreement is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31 U.S.C. § 1352.

Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

8. ENTIRE AGREEMENT. Except as amended by this Amendment, the Agreement remains in full force and effect. This Amendment, together with the Agreement as modified by this Amendment: (a) constitutes the exclusive and complete agreement between the parties; and (b) supersedes all prior agreements and understandings between the parties with respect to the subject matter hereof.

9. CONFLICTS. In the event of any conflict between the Agreement or any other applicable terms, conditions, policies, limitations, and requirements on the Amazon.com website and this Amendment, precedence will be as follows: (a) this Amendment; (b) the Agreement; and (c) the Amazon Business Acceptable Use Policy, and any other applicable terms, conditions, policies, limitations, and requirements on the Amazon.com website.

10. COUNTERPARTS AND DELIVERY. This Amendment may be executed in two or more counterparts, each of which will be deemed an original and all of which taken together will be deemed to constitute one and the same document. The parties may sign and deliver this Amendment by electronic means.

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Attachment C - Scope of Work

1. Scope
The Contractor will provide OMNIA Partners Participating Public Agencies access to and use of an online digital marketplace to purchase of goods and services that may be used routinely and needed quickly to address the everyday needs of public entities, schools, and universities.

2. Participating Public Agencies
The Contractor will have the right to enter local “service” agreements with Participating Public Agencies accessing the contract through OMNIA Partners, so long as the effective date of such agreement is prior to the expiration of the contract. All local agreements may have a full potential term not to exceed five years. Although the scope reflects the needs and requirements of the State of Utah, OMNIA Partners Participating Public Agencies may have different requirements. Participants may elect to negotiate certain terms to conform to their purchasing and contracting requirements.

Utilization of the contract by OMNIA Partners Participating Public Agencies will be at the discretion of the individual Participating Public Agencies. Any modifications agreed to by Participating Public Agencies and Contractor are exclusively between the Participating Public Agencies and the Contractor.

3. Deliverables
Contractor will provide the following deliverables:
1) Access and use to a digital marketplace for users to order goods and services 2) Fulfill orders from beginning (ordering of products) to end (delivery to user) 3) Form of data analytics: Standard reporting; access to online order history 4) Ability to restrict certain items as designated by Participating Public Agencies as needed to meet their laws and applicable rules
5) Platform to connect one or more sellers to multiple buyers 6) An established and demonstrated methodology for showing prices are generally below retail prices
7) Ability to make payments through the platform or to a centralized accounts receivable function via credit card functionality
8) Online catalog featuring a wide variety of products
9) Quick delivery with the majority of products available to be delivered within five days 10) A central point of contact for customer service, delivery, or account issues that will be available by phone, e-mail, virtual chat during normal business hours (9am to 5pm MST) Monday through Friday. Representative will respond to inquiries within 24 business-hours.
11) Customizable workflow and governance capabilities in the platform to allow: all administrators to restrict product or commodities depending on organizational internal policies and procedures; full revision history of changes made and who made the workflow
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4. Product Offering – Categories
Contractor will provide products for a minimum of two categories. The items listed in each category are not restrictive or exhaustive but included to provide a general description of products and supplies that may be included. While all items described are available through the contract, Participating Public Agencies may choose to limit which categories their end users have access to. Contractors will offer their complete catalog of product and services The Participating Public Agencies and Contractor may enter into a separate supplemental agreement or marketplace membership program to further define the level of service requirements over and above the minimum defined in this contract i.e. invoice requirements, ordering requirements, specialized delivery, incentives and/or rebates, etc. Any supplemental agreement or marketplace membership program developed under this contract is exclusively between the Participating Public Agency and Contractor.

The categories are as follows:
1) Education-Based Accessories, Display, Products and Related Supplies Items related to products and supplies used in an education-based setting which may include but is not limited to: animal and pet supplies, art supplies, craft products, books, lesson plans and curriculum, school equipment, white boards, blackboards, teaching material, and other related products.
2) Information Technology-Peripheral Devices and Related Products Supplies and solutions that involve information technology peripheral devices which may include but is not limited to: mouse, copiers, printers, cameras, video cameras, microphones, speakers, keyboard, multifunction printers, scanners, plotters, and other related products. Items in this category should not connect to an end user’s network. 3) Maintenance, Repair and Operations Products (MRO)
Items related to the maintenance, repair, and/or general operations that include but is not limited to: building materials, hardware, cabinets, motors, pumps, paints and coatings, plumbing equipment, power tools, windows, doors, cleaning products (to include green and dye-free), carpet care products and supplies, restroom care products and supplies, waste receptacles and liners, industrial tools and supplies (such as carts, dusters, brushes, spray bottles, squeegees, and gloves), rags, wipes and other related supplies and products. 4) Office-Based Accessories, Décor, Products, and Related Supplies Items that could be utilized in an office-like setting and used on a semi-regular basis which may include but is not limited to: binders, folders, filing materials, storage, calendars, paper (copy, printer, photo and presentation), notebooks, labels, post-it notes, shipping materials, envelopes, staplers, staples, paper punches, paper clips, scissors, rubber bands, cash register and thermal rolls, ink, toner cartridges, pens, pencils, markers, framing, tabletop or floor lamps, mirrors, general signage, wall décor, display cases, area rugs, mats, and other related products.

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5) Apparel
Items that could be utilized by juveniles or adults, which may include but is not limited to:
innerwear, outerwear, shoes, uniforms, linens, and other related products. 6) Personal Care Items
Items related to personal care that include but are not limited to: personal hygiene items, bath accessories, feminine personal hygiene items, toilet paper, and other related products.

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https://business.amazon.com/
Attachment D - Pricing/Catalog
This contract has a dynamic pricing structure in which the price for items listed on the online digital marketplace is driven by the market. This contract will not need to be amended when prices fluctuate.

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Amazon Business Accounts Terms and
Conditions
These Amazon Business Accounts Terms & Conditions (the "Agreement") are between Amazon.com Services LLC (“Amazon,” “we,” “us,” or “our”) and the entity registering for a Business Account (“Customer”, “you” or “your”).

1. PURPOSE OF AGREEMENT. This Agreement governs your access to, use of, and transactions made through Amazon Business. “Amazon Business” enables registered business customers to purchase products and services for business purposes and to access and use a set of features, services, software, and applications specifically intended for business customers. We may make available to you, through Amazon Business, certain services or products that are subject to additional terms and conditions, and if you use such services or purchase such products, those terms and conditions (the “Feature Terms”) will also apply to you. Products made available through Amazon Business may be designed for, and only appropriate for, specialized uses; accordingly, you may only use them as intended by, and in compliance with all instructions provided by, the manufacturer. Finally, certain policies accessible through Amazon Business apply to your and your users’ use of and access to Amazon Business. These “Policies” include the Amazon Business Acceptable Use Policy, the Amazon Business Pricing Policy, the Amazon Business Sanctions and Export Policy, the Amazon.com Privacy Notice, the Amazon Business Gift Card Policy, and the Healthcare Disclosure Policies. This Agreement incorporates by reference the Feature Terms and the Policies.

2. ELIGIBILITY; ACCOUNT SECURITY. By creating a Business Account, you represent that (i) the individual acting on behalf of the Customer has the authority to bind the Customer, (ii) the Customer has all requisite right, power, and authority to enter into, perform its obligations under, and grant the rights and authorizations in the Agreement, and (iii) the Customer is an Eligible Entity. “Eligible Entities” include all types of businesses (for example, LLCs, LLPs, corporations, partnerships, sole proprietorships, and PLLCs), all types of governmental entities (federal, state, local, and quasi-governmental entities), and all types of nonprofit organizations (including 501(c) organizations, 527 organizations, and similar tax-exempt organizations).

Individual consumers should use Amazon.com. Upon completion of your registration, a “Business Account” will be created for your organization. You may authorize others to create a “User Account” associated with your Business Account. You are responsible for all activities that occur under your Business Account and any associated User Accounts, and must ensure your Users comply with the Acceptable Use Policy and this Agreement. You are responsible for maintaining the security of the passwords associated with your Business Account and User Accounts; if you believe an unauthorized person has access to your password, Business Account, or an associated User Account, you must contact us immediately and change any compromised passwords.

3. SHIPPING; RETURNS; REPLACEMENT CHARGES; PAYMENT METHODS; TAXES. Your purchases are subject to Amazon’s Shipping and Returns Policies. All purchases of physical items from Amazon are made pursuant to a shipment contract. This means that the risk of loss and title for such items pass Attachment 2
23 23 of 333
to you upon our delivery to the carrier. Unless you are participating in the Pay by Invoice service, payment for all purchases made through your Business Account is due upon shipment or on the date indicated on the checkout page, or, for digital products, when we make the digital product available to you. For returns, Amazon does not take title to returned items until the item arrives at our fulfillment center. At our discretion, a refund may be issued without requiring a return. In this situation, Amazon does not take title to the refunded item. To purchase through Amazon Business, you will need at least one valid payment method associated with your Business Account; if there is a problem charging your selected payment method for any purchase, we may charge any other valid payment method associated with your Business Account. If we send any User a replacement product for a product they originally ordered using an individual payment method (such as a personal credit card) and the original product ordered is not returned within 30 days of the replacement request, you acknowledge and consent that we may charge any eligible payment method on record for the relevant User Account for the replacement product. Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions and payments under this Agreement.

4. DISCLAIMER. UNLESS OTHERWISE SPECIFIED IN WRITING, ANY INFORMATION, CONTENT,

MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES MADE AVAILABLE TO YOU BY AMAZON ARE ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND AMAZON MAKES NO

REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO SUCH INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES. TO

THE FULLEST EXTENT PERMITTED BY LAW, AND UNLESS OTHERWISE SPECIFIED IN WRITING,

AMAZON DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, AS TO THE PRODUCTS IT

SELLS AND THE SERVICES AND INFORMATION IT PROVIDES, INCLUDING ANY IMPLIED

WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

5. INDEMNIFICATION. You will defend, indemnify, and hold harmless Amazon and its affiliates, and their respective directors, officers, employees, representatives, contractors, and agents, from and against any loss, damage, judgment, settlement, expense, interest, and any other liability (including reasonable attorneys' fees and costs) related to or arising out of any third party allegation, claim, lawsuit, or proceeding (a "Claim") to the extent such Claim is based on: (a) any breach of the Agreement, (b) any unlawful, improper or negligent use by anyone of any product sold or service provided to you under the Agreement, (c) any dispute between you and your Users, or (d) your gross negligence or willful misconduct. You will use counsel reasonably satisfactory to us to defend each indemnified Claim. If at any time we reasonably determine that any indemnified Claim might adversely affect us, we may take control of the defense at our expense. You may not consent to the entry of any judgment or enter into any settlement of a Claim without our prior written consent, which may not be unreasonably withheld.

6. LIMITATIONS OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO

CIRCUMSTANCES WILL AMAZON BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL,

SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST 24 24 of 333

PROFITS, THAT RESULT FROM YOUR PURCHASE OF ANY PRODUCTS OR USE OF ANY SERVICES, EVEN IF AMAZON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY LAW, AMAZON'S LIABILITY IN ALL EVENTS IS

LIMITED TO THE PURCHASE PRICE PAID FOR THE PRODUCT OR SERVICE THAT GIVES RISE TO THE LIABILITY.

7. CUSTOMER INFORMATION, PRIVACY, CONFIDENTIALITY.

7.1. Customer Information. We require you to provide information about you and your Users to access and use Amazon Business, and you may need to provide supplemental information to use or purchase some Amazon Business products or services. You will ensure that all information that you provide to us is at all times accurate and complete. We may share information you provide (for example, your organization’s name, addresses, Taxpayer Identification Number) with others in your organization and third parties to confirm the accuracy of such information and your eligibility to use Amazon Business or certain services (for example, to confirm you hold a valid license, certification, or credential where required). To enable us to improve our services, including by making available additional product selection or business pricing, we may share specific order information about the products or services you purchase through your Business Account with the suppliers who provide such products or services. For example, for certain transactions, Amazon Business may share your organization’s name or credentials, shipping address, shipment date, ASIN/SKU, quantity or other relevant information.

7.3. Confidentiality. In connection with your use of Amazon Business, we may share with you information which is identified as confidential or that should reasonably be considered confidential (“Confidential Information”). You will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature. You may use Confidential Information only in connection with your use of Amazon Business. You will not disclose Confidential Information during the term of this Agreement or at any time during the 5-year period following the termination of the Agreement, unless required by law. This applies to all Confidential Information in your possession, regardless of when or where you receive it.

8. GOVERNING LAW, DISPUTES, GOVERNMENTAL ENTITIES.

8.2. Disputes. Any dispute or claim relating in any way to Amazon Business or this Agreement will be resolved by binding arbitration. To begin an arbitration proceeding, you must send a letter requesting 25 25 of 333
arbitration and describing your claim to our registered agent Corporation Service Company, 300 Deschutes Way SW, Suite 304, Tumwater, WA 98501. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules (available at www.adr.org or by calling 1-800-778-7879). An arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages). You may choose to have the arbitration conducted by telephone, based on written submissions, or at a mutually agreed location. We and you agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If, for any reason, a claim proceeds in court rather than in arbitration we each waive any right to a jury trial. We and you both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

0. MODIFICATIONS. We may, at any time in our discretion, change the Agreement by posting such a change on Amazon Business or by notifying your account administrators. YOUR CONTINUED USE OF AMAZON

BUSINESS AFTER WE CHANGE THE AGREEMENT CONSTITUTES YOUR ACCEPTANCE OF THE CHANGES. IF YOU DO NOT AGREE TO ANY CHANGES, YOU MAY CANCEL YOUR BUSINESS

ACCOUNT OR REFRAIN FROM USING THE AMAZON BUSINESS SERVICES IMPLICATED BY SUCH CHANGES.

1. ENTIRE AGREEMENT. The Agreement constitutes the exclusive and complete agreement between us and you. We will not be bound by any term, condition, obligation, or other provision which is different from or in addition to the provisions of the Agreement or which may be in any order, receipt, acceptance, confirmation, correspondence or other document, including informational forms we complete, sign or otherwise provide to you for your convenience.

2. TERM; TERMINATION. This Agreement takes effect when you create a Business Account and continues in effect until you or we terminate it. We may terminate the Agreement by providing notice to your 26 26 of 333
administrators. We reserve the right, in our sole discretion, and with or without notice unless required by applicable law, to refuse service; remove or edit content; modify, suspend or discontinue the availability of any features, products, or services; terminate your right to use some or all of the Amazon Business services; and/or cancel orders. Amazon may choose to charge, modify, or stop charging a fee for any service in its sole discretion. You may terminate the Agreement by giving us notice and closing your Business Account and each User Account. Upon termination, all rights and obligations under the Agreement automatically terminate except for rights of action occurring prior to termination, payment obligations, and Sections 1, 4, 5, 6, 7.3, 8, 10, 11, 12, 14, 15.

3. COPYRIGHTS; TRADEMARKS; PATENTS. Use of Amazon Business does not give you the right to frame, use or reproduce any of our copyrighted material, trademarks, service marks, or other proprietary rights or material, or to use any of our patents, except as expressly permitted in writing by Amazon. Please see the Amazon Business Help Pages for further detail on Amazon owned or licensed copyrights, trademarks, patents, as well as how to address concerns about the use of your intellectual property rights by third parties.

4. LICENSE; SOFTWARE. The following Amazon Software Terms and License apply to your access and use of Amazon Business and all features and software (including any updates or upgrades to the software) and any related documentation we make available to you in connection with Amazon Business (the “Amazon Software”). Subject to your compliance with the Agreement and your payment of any applicable fees, Amazon or its content providers grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use Amazon Business and Amazon Software. You may not use data mining, robots, or similar data gathering and extraction tools in connection with Amazon Business, nor may you download or copy Amazon Business information, including any collection of product listings, descriptions, reviews, or prices without our consent or for the benefit of another merchant. The following terms apply to your use of Amazon Software.

14.1. Use of the Amazon Software. You may use Amazon Software solely for purposes of enabling you to use Amazon Business, as permitted by the Agreement. You may not incorporate any portion of the Amazon Software into other programs or compile any portion of it in combination with other programs, or otherwise reproduce, duplicate, copy (except to exercise rights granted in this section), modify, exploit, create derivative works of, distribute, sell, resell, assign any rights to, or license the Amazon Software in whole or in part (including any features of Amazon Business). All software used in Amazon Business is the property of Amazon or its software suppliers and is protected by U.S. and international copyright Laws. You may not make any derivative use of Amazon Business without the express written consent of Amazon.

14.2. Use of Third Party Services. When you use the Amazon Software, you may also be using the services of one or more third parties, such as a wireless carrier or a mobile software provider. Your use of these third party services may be subject to the separate policies, terms of use, and fees of these third parties.

14.3. No Reverse Engineering. You may not reverse engineer, decompile or disassemble, tamper with, or bypass any security associated with the Amazon Software, whether in whole or in part.

14.4. Updates. We may offer automatic or manual updates to the Amazon Software at any time and without notice to you.
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14.5. Government End Users. If you are a U.S. Government end user, we are licensing the Amazon Software to you as a "Commercial Off-the-Shelf Item" as that term is defined in the U.S. Code of Federal Regulations (see 48 C.F.R. § 2.101), and the rights we grant you to the Amazon Software are the same as the rights we grant to all others under this Agreement.

14.6. Reserved Rights, Termination. All rights not expressly granted to you in the Agreement are reserved and retained by Amazon or its licensors, suppliers, publishers, rightsholders, or other content providers. The licenses granted by Amazon terminate if you do not comply with the Agreement.

14.7. Conflicts. In the event of any conflict between the Agreement and any other Amazon or third-party terms applicable to any portion of Amazon Software, such as open-source license terms or specific product feature restrictions that are conveyed to you in the feature experience, such other terms will control as to that portion of the Amazon Software and to the extent of the conflict.

5. MISCELLANEOUS.

15.2. Assignment. Except in connection with a reorganization, merger, sale, or transfer of substantially all of your assets (in which cases you must promptly provide written notice following assignment), you may not assign the Agreement without our prior written consent. Subject to that restriction, the Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and permitted assigns.

15.6. Construction. The word "including" will be interpreted without limitation when used in this Agreement.

15.7. Notices. You consent to receive communications from us electronically, including through e-mails, text messages, in-app push notices, notices and messages posted on Amazon Business or in your Message Center and other communications made available to you on a desktop or mobile device. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You may retain copies of all of these communications for your records. We may also send you notices at the address provided when registering your 28 28 of 333
Business Account, which you agree is a proper and valid address for any legal or contractual purpose. If you are sending Amazon a legal or contractual notice, you must comply with our notice procedures available here.

Last updated: January 1, 2020
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STAFF REPORT
Meeting Date:

September 23, 2025

CONSENT
15 SUBJECT: RECONCILIATION AND REFUND OF FEMA ADVANCE PAYMENT FOR PROJECT 135485 (COVID-19 RESPONSE) AND APPROPRIATION OF FUNDS RECOMMENDATION: It is recommended that the City Council:

1. Authorize the City Manager to refund $150,185.81 to the California Governor’s Office of Emergency Services (Cal OES);

2. Appropriate $150,200 from the General Fund available fund balance for Fiscal Year 2024/2025; and

3. Determine that this action is not subject to the California Environmental Quality Act (CEQA) pursuant to Section 15378 of the CEQA guidelines.

Appropriation: $150,200 Fund: General Fund
Submitted By: .Michelle Bannigan Approved: David A Kiff Michelle Bannigan, Finance
Director
Dave Kiff, City Manager

SUMMARY OF THE MATTER
This report recommends that the City Council approve the final reconciliation of FEMA Project 135485 and authorize repayment of $150,185.81 to Cal OES. The repayment is required following FEMA’s final determination that a portion of the City’s COVID-19-related expenditures incurred between March and July 2020 were ineligible for reimbursement. A total of $1,288,907 in initial costs were submitted for reimbursement. Of that amount, $322,802 was advanced to the City. Following a detailed review, Cal OES and FEMA determined that only $172,616.19 was eligible, resulting in a required refund of the remaining $150,185.81.

DISCUSSION
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RECONCILIATION AND REFUND OF FEMA ADVANCE PAYMENT FOR PROJECT 135485 (COVID-19 RESPONSE) AND APPROPRIATION OF FUNDS
September 23, 2025

Page 2 of 2 ends

In response to the COVID-19 pandemic, the City of Laguna Beach submitted FEMA Project 135485 requesting reimbursement for emergency operations costs incurred from March to July 2020. These expenses included staffing of the Emergency Operations Center (EOC), personal protective equipment, and enforcement of temporary facility closures.

The City submitted a total of $1,288,907 in eligible and ineligible expenses. FEMA initially advanced $322,802 under an expedited project worksheet. However, following a comprehensive review by FEMA and Cal OES, only $172,616.19 of the total submitted amount was deemed eligible for reimbursement under the COVID-19 disaster assistance program. The remaining $150,185.81 of the advance ($322,802 - $172,616.19) is requested to be returned.

FEMA issued a formal debt recovery letter dated July 28, 2025 (Attachment 1), instructing the City to remit the deobligated amount. This action finalizes the audit process and will ensure that the City remains in good standing with Cal OES and FEMA for future emergency funding eligibility.

FINANCIAL ANALYSIS
To satisfy the federal debt recovery, the City must remit $150,185.81 to Cal OES. Staff recommends the appropriation of this amount from the General Fund in account number 1101781-72071, Non-Department, Contingency for Unplanned Events account in Fiscal Year 2024/2025.

ENVIRONMENTAL ANALYSIS
The proposed action is not subject to the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15378(b)(4), as it involves fiscal and administrative activities that do not result in a physical change to the environment.

ATTACHMENTS

1. Correspondence from Cal OES dated July 28, 2025 (Pgs. 3-20) Report Prepared By: Coordinated With:

Michelle Bannigan, Finance Director Gavin Curran, Assistant City Manager Shannon Espinoza, Finance Manager
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Gavin Newsom Nancy Ward
Governor Director
July 28, 2025
Shohreh Dupuis
City Manager
Laguna Beach, City of
505 Forest Avenue
Laguna Beach, CA 92651
[email protected]
Subject: Debt Recovery for FEMA- 4482 -DR-CA, PW # 15 Cal OES ID # 059-39178 Dear Shohreh Dupuis,
PW # 15
Federal
CDAA
Federal Amt Owed: ($150,185.81)
CDAA Amt Owed: $0.00
Total Owed to Cal OES: ($150,185.81)
The following Federal and/or State Supplements were previously sent to your agency describing previously made payments (copies will be provided upon request):

FEMA Project # 135485
CDAA DSR # N/A
California Governor's Office of Emergency Services
Attn: Accounting Department
3650 Schriever Ave
Mather, CA 95655
Sincerely,
Gracie Vigil, SSMI
Financial Processing Unit Supervisor
Enclosure
Cc: Project # 135485 - LAGUNA BEACH EOC COSTS - Expedited 3650 SCHRIEVER AVENUE, MATHER, CA 95655

FINANCIAL PROCESSING UNIT
(916)845-8110 * (916)636-3880
$322,802.00
$0.00
Original Expenditure TR#: 001780, 052315
Original Expenditure TR#: N/A
As a result of this deobligation, the following amounts must be returned to Cal OES as soon as possible:

To return these funds, please make the check payable to Cal OES and send to the following address:

The California Governor's Office of Emergency Services (Cal OES) has been informed by the Federal Emergency Management Agency (FEMA) that the following PW will be de-obligated:

Because this deobligation was not appealed, or successfully appealed, this is considered a debt. Payments for all other disasters will not be released until the full amount stated above has been returned to Cal OES.

To date, Cal OES records show that the following total payments have issued for this PW:

Warrant and Issue Date information can be found on the next page. Please note that these payments may have been combined with other payment amounts.

For assistance regarding this matter or to discuss the possibility of offsetting the amount owed using funds from another project, please contact the Financial Processing Unit at (916) 845-8110 or via email at [email protected].
3 Attachment 1
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July 28, 2025 FEMA Project # 135485
PW # 15
DSR # N/A
100% Costs Fed Oblig Cost Share %
$322,802.00 $322,802.00 100% $172,616.19 $172,616.19
subtotal $172,616.19
100% Costs Fed Oblig Cost Share %
Warrant # Payment Amt Issue Date
$172,616.19 $172,616.19 100% 9216702 $217,891.00 5/12/2020 Total Deobligation on
100% Costs
Total Deobligation on
Fed Oblg Unpaid Balance 52315 $104,911.00 6/6/2025
($150,185.81) ($150,185.81) $0.00
Federal Amount
Owed
$322,802.00 = ($150,185.81)
CDAA Oblig CDAA Admin
$4,190.63 $0.00 $0.00 $0.00 $0.00
$419.06 subtotal $0.00 $0.00
CDAA Oblig CDAA Admin Warrant # &
Issue Date
State
Payment Amt
Admin
Payment Amt
$1,515.00 $0.00 $0.00
$0.00 $0.00 $0.00 $0.00 = $0.00
Laguna Beach, City of was previously paid $322,802.00.

After applying the remaining unpaid balance of $0.00 against the difference, the remaining debt is $-150,185.81.

Admin
CDAA
Prior to Adjustment
After Adjustment
Please note: Unpaid Balance will be returned to
FEMA as part of the adjustment/deobligation of this
PW
Supp# Total State
Share Cost
State of California
Governor's Office of Emergency Services
Financial Processing Unit
3650 Schriever Avenue
Mather, CA 95655
PW # SUMMARY
Federal
Prior to Adjustment
100% costs
(after
adjustment)
Fed Oblig
(after
adjustment)
Shohreh Dupuis
City Manager
Laguna Beach, City of
505 Forest Avenue
Laguna Beach, CA 92651
[email protected]
The difference between the new federal amount and the previously paid total is -$150,185.81.

The original obligation was $322,802.00 at 100% federal share = $322,802.00.

Laguna Beach, City of had a remaining unpaid balance of $0.00.

According to FEMA, the project is deobligated to $172,616.19 at 100% federal share = $172,616.19.

Total CDAA
Deob
Total CDAA
Admin Deob
CDAA Amount
Owed
After Adjustment
(916)845-8110 * (916)636-3880
3650 SCHRIEVER AVENUE, MATHER, CA 95655

FINANCIAL PROCESSING UNIT
4 4 of 353
Gavin Newsom Nancy Ward
Governor Director
July 28, 2025
Shohreh Dupuis
City Manager
Laguna Beach, City of
505 Forest Avenue
Laguna Beach, CA 92651
[email protected]
Subject: Notification of Pending De-Obligation
Public Assistance and CDAA Grant Programs
FEMA- 4482 -DR-CA, Cal OES ID: 059-39178
Dear Shohreh Dupuis,
Obligation The California Governor's Office of Emergency Services has been Notification informed that the attached Grant Summary and the Project Application Summary for the following Federal Supplement and the Exhibit C for the following State Supplement will be de-obligated:

FEMA Project # 135485
CDAA DSR # N/A
Please see the table below for further details for this pending deobligation.

For assistance regarding this letter, contact Gracie Vigil at (916) 584-6674.
3650 SCHRIEVER AVENUE, MATHER, CA 95655

FIINANCIAL PROCESSING UNIT
(916)845-8110 * (916)636-3880
Obligation Details Package / Supplement
De-obligation Amount
Federal - Public Assistance
State - California Disaster
Assistance Act (CDAA)
Total
$0.00
($150,185.81)
($150,185.81)
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v0
Project # 135485 P/W # 15
Project Category B - Emergency Protective Measures
Project Title Laguna Beach EOC Costs
Project Size Large
Activity
Completion Date
7/01/2022
Process Step Obligated
Project Type Actual Costs
Applicant Laguna Beach, City of (059-39178-00)
Event 4482DR-CA (4482DR)
Declaration Date 3/22/2020
Incident Start Date 1/20/2020
Incident End Date 5/11/2023
377275 EOC Costs and Commodities
Department of Homeland Security
Federal Emergency Management Agency
General Info
Damage Description and Dimensions
The Disaster # 4482DR, which occurred between 01/20/2020 and 05/11/2023, caused:

Damage # 377275; Emergency Protective Measures (EOC Costs and Commodities ) During the incident period of 1/20/2020 through [End Date], COVID-19 created an immediate threat to the health and safety of the general public requiring emergency response and protective measures.

Provided Emergency Operations Center for the City of Languna Beach. In response to the event, the City has activated their Emergency Operation Center (EOC) and essential agencies to coordinate emergency response and recovery activities within the City of Laguna Beach. The applicant will perform the following emergency protective measures utilizing force account labor, materials and equipment (including rentals), and contract services including Mutual Aid and Emergency Management Assistance Compact(s) (EMAC); at City Hall, 505 Forest Ave, Laguna Beach, CA 92651 from 3/14/2020 to 5/15/2020.

Final Scope
Work To Be Completed – Version 0 - Expedited
The purpose of this Version is to provide expedited funding to City of Laguna Beach for their Emergency Operation Center (EOC) Costs.

This Expedited Project Worksheet has been prepared based on estimated costs for emergency protective measures performed in response to FEMA-DR-4482-CA, (the California Covid-19 declared event) for the first 60 days (03/14/2020-05/15/2020). Project costs for the 60-day operational period (March 14th through May 15th) are based on actual costs from March 14th through April 10th, and estimated costs from April 11st through May 15th.

EOC response and planning actions to date have included maintaining situational awareness, interagency coordination, implementing public information and engagement strategies, developing community service and alternate housing strategies, logistical support, a multimedia public education and community outreach campaign, and citywide accounting of personnel and non-personnel costs.

Contracts must include a termination for convenience clause.

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FEMA will not approve PA funding that duplicates funding or assistance provided by another federal agency, including the U.S.

Department of Health and Human Services or Centers for Disease Control and Prevention.

FEMA will only reimburse for PPE/medical supplies and equipment that is necessary for patient care to prevent and/or spread infection of health care workers as directed by public health officials not to exceed the duration of the HHS public health emergency declaration for COVID-19.

City of Laguna Beach and other departments under the Emergency Operation Center will perform the following eligible emergency protective measures in response to the outbreak:

Operational Period: 60 Days (03/14/2020 - 05/15/2020)

1. Emergency Operations Center Activation, Staffing: $420,396.00 Number of Personnel: 286
Average Hours of Daily Overtime per Personnel: 0.46664 Hrs.

Average Pay Rate w/ Fringe: $52.50
Average Days per Week: 5 Days
Operational Period: 60 Days
Ensuring stay at home orders and social distancing
Security patrols
Posting fencing
Adding signage
Working with the at risk community
Maintaining continuity of government
Enforcing social distancing guidelines
Shutting non-essential businesses
Working with State and County officials to ensure local municipal compliance Conducting community outreach
Posting social media outreach news items
Staff who are working with business owners
City employees who are guiding citizens through loans and unemployment insurance.

Additional staff has also been reassigned to secure PPE supplies for front line public safety staff and essential City Hall employees

2. Emergency Operations Center Materials Total: $225,208.00 EOC Materials: $54,984.76
EOC materials; fencing, signage, hand sanitizer, food, wipes, computers Sanitization and Personal Protective Equipment: $158,223.24 Personal Protective Equipment (PPE) which include; multiple types of masks, face shields, gloves, overalls Cleaning supplies for facilities and vehicles
Homeless Shelter Dividers: $12,000.00
Partitions for homeless shelter which houses a portion of the at risk population.

Work to be Completed Total: $645,604.00
Expedited project will be funded at 50% of the project cost.

Version 0 Expedited Project Cost x 50% Reduction: $322,802.00 The Federal Cost Share for this Project is 75%.

Project Notes:

1. See attachments labeled Revised ST 135485 CA – Expedited Cost Estimate.xlsx.

Date Downloaded: 7/28/25 12:35pm PDT 2 of 15
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2. This is an Expedited Project and will be adjusted for actual costs at a later time.

3. Documentation for all work will be required for any future versions of this project.

4. This is an ongoing operation and costs are subject to change Date Downloaded: 7/28/25 12:35pm PDT 3 of 15
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CRC Gross Cost $322,802.00
Total 406 HMP Cost $0.00
Total Insurance Reductions $0.00
CRC Net Cost $322,802.00
Federal Share (75.00%) $242,101.50
Non-Federal Share (25.00%) $80,700.50
Cost
Code Quantity Unit Total Cost Section
9001 1 Lump Sum $645,604.00 Completed
9001 1 Lump Sum ($322,802.00) Completed
Date Downloaded: 7/28/25 12:35pm PDT 4 of 15
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Subgrant Conditions
As described in 2 CFR, Part 200 § 200.333, financial records, supporting documents, statistical records and all other nonFederal entity records pertinent to a Federal award must be retained for a period of three (3) years from the date of submission of the final expenditure report or, for Federal awards that are renewed quarterly or annually, from the date of the submission of the quarterly or annual financial report, respectively, as reported to the Federal awarding agency or passthrough entity in the case of a sub-recipient. Federal awarding agencies and pass-through entities must not impose any other record retention requirements upon non-Federal entities. Exceptions, Part 200.333, (a) – (f), (1), (2). All records relative to this Project Worksheet are subject to examination and audit by the State, FEMA and the Comptroller General of the United States and must reflect work related to disaster-specific costs.

The terms of the FEMA-State Agreement are incorporated by reference into this project award under the Public Assistance grant and the applicant must comply with all applicable laws, regulations, policy, and guidance. This includes, among others, the Robert T. Stafford Disaster Relief and Emergency Assistance Act; Title 44 of the Code of Federal Regulations; FEMA Policy No. 104-009-2, Public Assistance Policy and Program Guide; and other FEMA policy and guidance.

The DHS Standard Terms and Conditions in effect as of the date of the declaration of this major disaster are incorporated by reference into this project award under the Public Assistance grant, which flow down from the Recipient to subrecipients unless a particular term or condition indicates otherwise.

The Uniform Administrative Requirements, Cost Principles, and Audit Requirements set forth at 2 C.F.R. pt. 200 apply to this project award under the Public Assistance grant, which flow down from the Recipient to all subrecipients unless a particular section of 2 C.F.R. pt. 200, the FEMA-State Agreement, or the terms and conditions of this project award indicate otherwise. See 2 C.F.R. §§ 200.101 and 110.

The applicant must submit a written request through the Recipient to FEMA before it makes a change to the approved scope of work in this project. If the applicant commences work associated with a change before FEMA approves the change, it will jeopardize financial assistance for this project. See FEMA Policy No. 104-009-2, Public Assistance Program and Policy Guide.

In the seeking of proposals and letting of contracts for eligible work, the Applicant/Subrecipient must comply with its Local, State (provided that the procurements conform to applicable Federal law) and Federal procurement laws, regulations, and procedures as required by FEMA Policy 2 CFR Part 200, Procurement Standards, §§ 317-326.

The Recipient must submit its certification of the applicant’s completion of this project, the final claim for payment, and supporting documentation within 180 days from the date that the applicant completes the scope of work. Project Worksheets written as large projects (costs above the large project threshold) are reimbursed based on the actual eligible final project costs. Therefore, during the final project reconciliation (closeout), the project may be amended to reflect the reconciliation of actual eligible costs.

Insurance
Additional Information
2/25/2025
Per the Deduction Section of the Streamlined Application, the Applicant is confirming that they do not have insurance for the activities identified in Section II of the Streamline Application Project worksheet. Further, Section II of the Streamlined Application Project, the Applicant has confirmed that a reasonable effort to recover insurance proceeds that they are entitled to receive from their insurer(s) has been taken. Insurance proceeds are not anticipated.

FEMA requires the Applicant to take reasonable efforts to pursue claims to recover insurance proceeds that it is entitled to receive from its insurer(s). In the event that any insurance proceeds are received for these expenses those proceeds must be reduced from FEMA Public Assistance funding to ensure no duplication of benefits has occurred.

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Is this project compliant with EHP laws, regulations, and executive orders?
Yes
Reviewed By Not Reviewed Reviewed On Not Reviewed
Reviewed By Not Reviewed Reviewed On Not Reviewed
This declaration is specific for the cost associated with the actions taken to protect the public health and safety of the general population from the COVID-19 Pandemic. No commercial property insurance proceeds are anticipated for these costs. If in the event any part or all costs are paid by an insurance policy, a duplication of benefits from insurance will occur. Applicant must notify grantee and FEMA of such recoveries and the Sub-Grant award amount must be reduced by actual insurance proceeds.

FEMA insurance requirements are specific to permanent work to replace, restore, repair, reconstruct, or construct a facility. No insurance requirements are mandated for Category B emergency work.

Alex Polupan, PA Insurance Specialist
CRC West, Sacramento, CA
O&M Requirements
There are no Obtain and Maintain Requirements on Laguna Beach EOC Costs .

Environmental Historical Preservation
This project is not a major federal action affecting the environment per Section 316 of the Robert T. Stafford Disaster Relief and Emergency Assistance Act, 42 U.S.C. 5159. Additionally, in accordance with 36 CFR § 800.12(d) and 44 CFR § Part

9.5(c)(1), this project is exempt from NHPA, EO 11988, and EO 11990 reviews and the project is not an action that affects listed species and/or designated critical habitat, if such were present. In accordance with 3.2.A.2.a of the FEMA Instruction 108-1-1, this is a STATEX action and no documentation is required.

Final Reviews
Final Review
Review Comments
No comments available for the Final Review step
Recipient Review
Review Comments
No comments available for the Final Review step
Project Signatures
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v1
Project # 135485 P/W # 15
Project Category B - Emergency Protective Measures
Project Title Laguna Beach EOC Costs
Project Size Large
Activity
Completion Date
7/01/2022
Process Step Obligated
Project Type Actual Costs
Applicant Laguna Beach, City of (059-39178-00)
Event 4482DR-CA (4482DR)
Declaration Date 3/22/2020
Incident Start Date 1/20/2020
Incident End Date 5/11/2023
377275 EOC Costs and Commodities
General Info
Damage Description and Dimensions
The Disaster # 4482DR, which occurred between 01/20/2020 and 05/11/2023, caused:

Damage # 377275; B (EOC Costs and Commodities )
PA-09-CA-4482-PW-00015(2) *** Version 1 DDD *** Information to be populated at Final Record Upload in EMMIE Location: Version 1 no location change
Final Scope
Work Completed - Version 1
The purpose of this Version 1 Project is to provide funding to the City of Laguna Beach, CA for COVID-19 emergency response activities of EOC set-up and operations to include materials purchase of PPE, clean and disinfection supplies, medical equipment public communication and facility up-grade starting from March 8, 2020 through August 7, 2020.

The project cost estimate is prepared based on applicant-provided costs in response to FEMA DR-4482-CA (a Covid-19 declared event).

Work Completed
In response to the COVID-19 Public Health Emergency, the applicant established an EOC with response and planning actions to date including maintaining situational awareness, interagency coordination, implementing public information and engagement strategies, developing community service and alternate housing strategies, logistical support, a multimedia public education and community outreach campaign, and citywide accounting of personnel costs.

City of Laguna Beach

1. Force Account Labor: $ 1,070,917.89 Performed: 3/22/20 through July 26, 2020

1. Over Time Labor: $ 125,127.37
EOC, police, fire, marine safety, public works personnel and part time personnel performing and maintaining beach and trail closures, performing and maintaining postings and signage, handing out education materials, operating the departments’ emergency operations center, staffing for reassigned employees who were directly responding to disaster related incidents, purchasing emergency supplies/materials, safety officer roles, cleaning police/fire/marine safety vehicles and offices, communicating emergency information to the community and responding directly to the incident. 141 Laborers
1,976.55 Hours
Rate: $ 63.31
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2. Regular Time Labor: $ 604,394.86
EOC, police, fire, marine safety and public works personnel assigned to respond to the incident by producing and distributing emergency education materials, distributing emergency protective equipment, staffing the response to the pandemic through reassignment from other duties, maintaining the department emergency operations center, ran the public response assistance with closures and stay at home orders. and assisting the vulnerable populations. 55 Laborers
10,015.20 Hours
Rate: $ 60.35

3. Part Time Labor: $ 341,395.66
Part time personnel tasked with the distribution of food, dissemination of public information for health and safety measures, maintaining Covid-19 closures, maintaining and cleaning the emergency operations center, keeping the beach access stairwells closed (over 30 accesses) and maintaining social distancing closures on public trailheads. 180 Laborers
14,665.92 Hours
Rate: $ 23.28

2. Materials and Supplies: $ 172,396.76
PPE ………………………………………………………………………………………………………............…... $ 43,958.85 to include masks, gloves, gowns, eye protection
Clean and disinfection ………………………………………………………..….………………...........….. $ 33,182.64 to include solutions, wipes, mechanical fogger, dispensers, janitor Supplies and hand sanitizer

3. Medical …………………………………………………………………………………………………………..……. $ 30,266.37 to include thermal scanner, serological test kits, thermometers, and paramedic supplies

4. Public communications ……………………………………...……………………………….………….……. $ 24,808.29 to include signs and postings

5. Facility up-grade ……………………………………………………………………………….………….………. $ 34,520.15 to include tents and fencing barriers

6. Food …………………………………………………………………………………….………………………….……. $ 5,660.46 to include lunch, dinner and snacks for EOC city, police, fire, and marine

7. Contract: $ 45,592.80
Laguna Construction and Builders.: $ 45,592.80
Plexiglass barrier installations
Work Completed Total: ……… $ 1,288,907.45
Federal Cost Share (100%): .… $ 1,288,907.45
Project Notes:

1. Scope and cost were developed based on applicant provided labor and materials cost summaries, invoices and payroll time sheets.

See document labeled: Covid-19 Summary Expense Report Submitted Nov. 12.xlxs.

2. Costs associated with this project have been validated. See document labeled: ST 135845 CA – Completed Cost Validation.xlxs.

3. Procurement documents attached have been reviewed. See document labeled: Procurement Policy.pdf

4. Payroll policy has been provided and reviewed. See documents labeled: Police Association.pdf, Fire Association.pdf, Marine Safety Association.pdf, Police and Fire Management Association.pdf, and Municipal Employees Association.pdf.

5. Applicant has provided information for facilities where installation of hard mount plexiglass dividers were installed. See document labeled: Environmental Compliance Questions.docx.

6. Applicant has provided information for the location of temporary tent installation and statement on ground disturbance. See document labeled: Environmental Compliance Question.docx.

7. Applicant has provided information for temporary fencing installations. See document labeled: Response to FEMA Questions.docx, Question #9.

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Grant Conditions
Contracts must include a Termination for Convenience clause.

FEMA will not approve PA funding that duplicates funding or assistance provided by another Federal agency, including the U.S.

Department of Health and Human Services, Centers for Disease Control and Prevention, and the United States Department of Agriculture.

FEMA will only reimburse for food purchase and distribution that is necessary to protect the health and safety of communities in response to the COVID-19 Public Health Emergency.

Under the COVID-19 Declarations, eligible emergency medical care costs are eligible for the duration of the Public Health Emergency, as determined by HHS.

FEMA will only reimburse for PPE/medical supplies and equipment provided to and used by Applicants and essential workers as necessary to prevent the spread of infection as directed by public health officials not to exceed the duration of the HHS public health emergency declaration for COVID-19.

Approval of funding for the purchase of PPE is conditioned upon the Applicant meeting the following requirements prior to close-out and/or final version for expedited projects:

1. The Recipient, and any subrecipient funded through this and associated subgrants, must provide an internal control plan for accounting for intake, distribution, tracking, and handling of excess commodities and personal protective equipment (PPE) funded by this and associated prior subgrants for the same purpose. Handling of excess must comply with 2 CFR § 200.314 (supplies) and 2 CFR § 200.313 (equipment).

2. The Recipient and any subrecipient must provide the current burn rate for each identified category of PPE under this and associate subawards purchased (for example, N95 masks, surgical masks, and gowns)

3. The Recipient and any subrecipient must provide a current accounting of previously distributed PPE under this and associate subawards by jurisdiction or entity (i.e. by local government, hospital system, etc.) The level of disinfection work proposed for Healthcare and other public facilities needs to comply with the Centers for Disease Control and Prevention (CDC) recommendations for Healthcare or Community Facilities that have been occupied or visited by those Suspected or Confirmed of having Coronavirus Disease 2019. For any additional, non-routine disinfection work undertaken by the Applicant, the Applicant must demonstrate that the work was taken at the direction or guidance of a Public Health Official and that it complies with CDC recommendations for disinfection of subject Facilities.

All equipment and supplies purchases are subject to disposition requirements as described in Chapter 2:V.E. disposition of Purchased Equipment and Supplies of the PAPPG (V3.1)
The applicant must provide the current fair market for any item (supplies or equipment) that has a current or fair market value of $5,000.00 or more. FEMA may reduce eligible funding by this amount on subsequent versions.

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CRC Gross Cost $1,288,907.45
Total 406 HMP Cost $0.00
Total Insurance Reductions $0.00
CRC Net Cost $1,288,907.45
Federal Share (100.00%) $1,288,907.45
Non-Federal Share (0.00%) $0.00
Cost
Code Quantity Unit Total Cost Section
9001 1 Lump Sum $645,604.00 Completed
9001 1 Lump Sum ($322,802.00) Completed
9001 1 Lump Sum ($645,604.00) Completed
9001 1 Lump Sum $322,802.00 Completed
9007 1 Lump Sum $1,070,917.89 Completed
9009 1 Lump Sum $172,396.76 Completed
9001 1 Lump Sum $45,592.80 Completed
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Subgrant Conditions
As described in 2 CFR, Part 200 § 200.333, financial records, supporting documents, statistical records and all other nonFederal entity records pertinent to a Federal award must be retained for a period of three (3) years from the date of submission of the final expenditure report or, for Federal awards that are renewed quarterly or annually, from the date of the submission of the quarterly or annual financial report, respectively, as reported to the Federal awarding agency or passthrough entity in the case of a sub-recipient. Federal awarding agencies and pass-through entities must not impose any other record retention requirements upon non-Federal entities. Exceptions, Part 200.333, (a) – (f), (1), (2). All records relative to this Project Worksheet are subject to examination and audit by the State, FEMA and the Comptroller General of the United States and must reflect work related to disaster-specific costs.

Pursuant to section 312 of the Stafford Act, 42 U.S.C. 5155, FEMA is prohibited from providing financial assistance to any entity that receives assistance from another program, insurance, or any other source for the same work. The subrecipient agrees to repay all duplicated assistance to FEMA if they receive assistance for the same work from another Federal agency, insurance, or any other source. If an subrecipient receives funding from another federal program for the same purpose, it must notify FEMA through the Recipient and return any duplicated funding.

FEMA will not approve PA funding for medical care costs if they are covered by another source, including private insurance, Medicare, Medicaid, or a pre-existing private payment agreement. The Applicant must provide documentation verifying that insurance coverage or any other source of funding, including private insurance, Medicaid, or Medicare, has been pursued or does not exist for the costs associated with emergency medical care and emergency medical evacuations.

Insurance
Additional Information
2/25/2025
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Is this project compliant with EHP laws, regulations, and executive orders?
Yes
Per the Deduction Section of the Streamlined Application, the Applicant is confirming that they do not have insurance for the activities identified in Section II of the Streamline Application Project worksheet. Further, Section II of the Streamlined Application Project, the Applicant has confirmed that a reasonable effort to recover insurance proceeds that they are entitled to receive from their insurer(s) has been taken. Insurance proceeds are not anticipated.

This declaration is specific for the cost associated with the actions taken to protect the public health and safety of the general population from the COVID-19 Pandemic. No commercial property insurance proceeds are anticipated for these costs. If in the event any part or all costs are paid by an insurance policy, a duplication of benefits from insurance will occur. Applicant must notify grantee and FEMA of such recoveries and the Sub-Grant award amount must be reduced by actual insurance proceeds.

FEMA insurance requirements are specific to permanent work to replace, restore, repair, reconstruct, or construct a facility. No insurance requirements are mandated for Category B emergency work.

Alex Polupan, PA Insurance Specialist
CRC West, Sacramento, CA
O&M Requirements
There are no Obtain and Maintain Requirements on Laguna Beach EOC Costs .

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Reviewed By CARLAN, DONALD W. Reviewed On 02/28/2025 6:09 PM PDT Reviewed By Jia, Fan Reviewed On 03/01/2025 5:53 PM PDT Reviewed By Unsigned Reviewed On Unsigned
Final Reviews
Final Review
Review Comments
Final cost eligibility will require sufficient documentation demonstrating compliance with all project conditions, applicable regulatory and policy requirements, including that all costs being requested were incurred in support of eligible emergency work activities directly related to lessening or eliminating threats to public health as a result of COVID-19; lack of sufficient documentation may impact final eligibility decisions and associated claimed costs.

Recipient Review
Review Comments
Project Signatures
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Award Information
Version Information
Version
#
Eligibility
Status
Current
Location Bundle Number ProjectAmount
Cost
Share
Federal Share
Obligated
Date
Obligated
0 Eligible Awarded PA-09-CA-4482-PW00015(11)$322,802.00 75% $242,101.50 4/16/2020 1 Eligible Awarded PA-09-CA-4482-PW00015(398)$0.00 25% $80,700.50 4/24/2021 2 Eligible In Review $0.00 100% $0.00
Drawdown History
EMMIE Drawdown Status As of Date IFMIS Obligation # Expenditure Number Expended Date Expended Amount 5/13/2020 4482DRCAP00000151 20201UV3-05122020 5/11/2020 $217,891.00 6/13/2025 4482DRCAP00000151 20201UV3-06112025 6/10/2025 $104,911.00 Obligation History
Version # Date Obligated Obligated Cost Cost Share IFMIS Status IFMIS Obligation # 0 4/16/2020 $242,101.50 75% Accepted 4482DRCAP00000151
1 4/24/2021 $80,700.50 100% Accepted 4482DRCAP00000151
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STAFF REPORT
Meeting Date:

September 23, 2025

CONSENT
16 SUBJECT: PARTICIPATE IN THE MEDI-CAL VARIABLE RATE INTERGOVERNMENTAL

TRANSFER (VRRP/IGT) PROGRAM
RECOMMENDATION: It is recommended that the City Council:

1. Adopt a Resolution approving the City’s participation in the Medi-Cal Variable Rate Range Intergovernmental Transfer (VRRP/IGT) Program for Calendar Year 2024 titled, “A

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAGUNA BEACH, CALIFORNIA,

AUTHORIZING/RATIFYING EXECUTION OF THE INTERGOVERNMENTAL

AGREEMENT(S) REGARDING THE TRANSFER OF PUBLIC FUNDS TO THE

DEPARTMENT OF HEALTH CARE SERVICES (DHCS), AND THE HEALTH PLAN

PROVIDER AGREEMENT WITH CALOPTIMA, TO PARTICIPATE IN THE MEDI-CAL RATE RANGE INTERGOVERNMENTAL TRANSFER (IGT) PROGRAM”;

2. Approve a budget amendment to increase General Fund appropriations by $143,400 in the Fire Department’s FY 2025-26 and increase revenue estimates by $339,900 to reflect participation in the VRRP/IGT Program and direct the City Manager to execute payment to the California Department of Health Care Services (DHCS) and CalOptima Health; and

3. Find that the recommended action is not subject to the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Sections 15060(c)(2) and 15060(c)(3), as it will not result in a direct or reasonably foreseeable physical change to the environment.

Appropriation: $143,400 Fund: General Fund
Submitted By: Niko King Approved:

Niko King, Fire Chief Dave Kiff, City Manager

SUMMARY OF THE MATTER
This report recommends that the City Council authorize through a resolution (Attachment 1) participation in the Medi-Cal Variable Rate Range Intergovernmental Transfer (VRRP/IGT) Program for Calendar year 2024, which allows the City to recover unreimbursed Medi-Cal ambulance transport costs. Participation will involve a transfer of $143,400 in local funds to the California Department of Health Care Services, which is expected to yield a net return of approximately $196,556. The action requires a budget amendment and is exempt from the California Environmental Quality Act (CEQA) pursuant to Guidelines Sections 15060(c)(2) and 15060(c)(3).

DISCUSSION
Background and Overview
The California Department of Health Care Services (DHCS), in coordination with CalOptima Health, administers the Medi-Cal Variable Rate Range Intergovernmental Transfer Program (VRRP/IGT). The 1 of 376

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program permits local governmental entities that provide emergency medical transport services to transfer local funds to DHCS, which then draws down federal Medicaid funds, allowing the City to recover a portion of previously unreimbursed costs.

Laguna Beach Fire Department Eligibility
The Laguna Beach Fire Department provides emergency ambulance services to Medi-Cal recipients. Due to low reimbursement rates, these services routinely result in unreimbursed operational costs. Participation in the VRRP/IGT Program provides a mechanism for recovering a portion of these costs and helps support ongoing emergency medical service delivery.

Participate Process
By participating in the VRRP/IGT Program, the City will:
• Transfer $143,330 in local funds (the non-federal share) to DHCS; • Comply with all DHCS documentation requirements, including submission of a Letter of Interest, a Supplemental Attachment showing uncompensated costs, and execution of required agreements; • Allow DHCS to obtain matching federal funds; and
• Receive back the original contribution minus administrative fees (approximately 20%), along with a proportionate share of the federal match via CalOptima Health.

Based on current estimates, the City expects to receive a total of $339,886, resulting in a net gain of approximately $196,556.

Administrative Requirements
The City is required to execute two agreements with DHCS, the Intergovernmental Agreement (IGT-24- 0015) and the IGT Assessment Fee Agreement. Participation was coordinated with CalOptima and confirmed through the City’s submission of required documentation in accordance with program deadlines – including the City submitting an executed version of the Letter of Intent (Attachment 2) by a required deadline with City Council ratification required prior to any fund transfers.

Additional background documents have been included in Attachment 3.

FINANCIAL ANALYSIS
Participation in the VRRP/IGT Program requires the transfer of up to $143,400 in local funds, which includes a 20 percent administrative assessment fee charged by the California Department of Health Care Services (DHCS). This expenditure has not been appropriated in the Fire Department’s adopted FY 2025- 26 budget and will require a budget amendment. In return, the City anticipates receiving $339,900 in total revenue from DHCS and CalOptima Health, consisting of the original local contribution and additional federal matching funds.
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This participation is expected to result in a net financial benefit of approximately $196,500. To enable participation, a budget amendment is proposed to appropriate $143,400 in expenditures and increase revenue estimates by $339,900 to reflect the anticipated reimbursements. The net revenue will help offset previously unreimbursed Medi-Cal ambulance transport costs incurred by the Fire Department.

ENVIRONMENTAL ANALYSIS
The recommended action is not subject to the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Sections 15060(c)(2) and 15060(c)(3). Specifically, this action does not involve a project as defined under CEQA because it will not result in a direct or reasonably foreseeable indirect physical change to the environment. The action consists of authorizing a financial transaction and budget amendment related to the City’s participation in the Medi-Cal Variable Rate Range Intergovernmental Transfer (VRRP/IGT) Program, which does not involve any construction or physical improvements.

ATTACHMENTS

1. Resolution Authorizing Participation in the VRRP/IGT Program (Pgs. 4-7)

2. Letter of Intent (Pgs. 8-9)

3. Background Documents (CalOptima 2025 VRR IGT Webinar PPT and VRR IGT Program FAQ’s) (Pgs. 10-23)
Report Prepared By: Coordinated With:

Niko King, Fire Chief
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RESOLUTION NO. 25.XXX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

LAGUNA BEACH, CALIFORNIA, AUTHORIZING/RATIFYING

EXECUTION OF THE INTERGOVERNMENTAL AGREEMENT(S)

REGARDING THE TRANSFER OF PUBLIC FUNDS TO THE

DEPARTMENT OF HEALTH CARE SERVICES (DHCS), AND THE

HEALTH PLAN PROVIDER AGREEMENT WITH CALOPTIMA,

TO PARTICIPATE IN THE MEDI-CAL RATE RANGE

INTERGOVERNMENTAL TRANSFER (IGT) PROGRAM
WHEREAS, since 2006, the California Department of Health Care Services (“DHCS") has offered local agencies that provide health care the opportunity to secure additional Medi-Cal revenues by participating in a voluntary Intergovernmental Transfer (“IGT") program with their local Medi-Cal managed care plan provider; and
WHEREAS, CalOptima, a California public agency ("CalOptima"), is the County Organized Health System created by the Orange County Board of Supervisors to serve as the local Medi-Cal managed care plan provider for Orange County; and WHEREAS, CalOptima, contracts with the State of California to administer additional Medi-Cal revenues to qualified public entities to offset previously unreimbursed costs for serving Medi-Cal plan members; and
WHEREAS, the City of Laguna Beach is a provider of health care that receives payment from CalOptima pursuant to an agreement for the provision of emergency medical transport services to Medi-Cal members on a fee -for -service basis, but has unreimbursed costs associated with providing these services; and
WHEREAS, participation in the IGT program with DHCS and CalOptima provides an opportunity for the City to recover previously unreimbursed costs associated with providing services to Medi-Cal members; and
Attachment 1
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-2- Reso. #
WHEREAS, the IGT program requires participants to contribute to the non- federal share of Medi-Cal Managed Care, which DHCS will combine with related federal funds and distribute to local Medi-Cal managed care plan providers for distribution to participating local agencies to reimburse unfunded costs for serving Medi-Cal plan members; and WHEREAS, the local funds contribution for the City to DHCS is One Hundred FortyThree Thousand, Four Hundred Dollars ($143,400); and WHEREAS, the local funds contribution for the City to DHCS is One Hundred FortyThree Thousand, Four Hundred Dollars ($143,400), with an anticipated return of Three Hundred Thirty-Nine Thousand, Eight Hundred and Eight-Six Dollars ($339,886), resulting in a net gain of approximately One Hundred and Ninety-Six Thousand, Five Hundred and Fifty-Six Dollars ($196,556); and
WHEREAS, pursuant to Welfare and Institutions Code Section 14301.4(d)(1), the nonfederal share contribution is subject to a twenty percent (20%) administrative fee to reimburse DHCS for the administrative costs of operating the IGT program.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LAGUNA BEACH DOES RESOLVE:

SECTION 1. The recitals provided in this resolution are true and correct and are incorporated into the operative part of this resolution.

SECTION 2. The City Council does hereby authorize the City Manager, or designee, to execute payment to DHCS and CalOptima Health in the amount of One Hundred Forty-Three Thousand, Four Hundred Dollars ($143,400), plus a twenty percent (20%) administrative fee to participate in the IGT program; and ratifying/directing the City Manager to execute all required 5 5 of 376
-3- Reso. #
documents to participate in the IGT program.

SECTION 3. Approve a budget amendment to increase General Fund appropriations by $143,400 in the Fire Department’s FY 2025-26 and increase revenue estimates by $339,886 to reflect participation in the IGT program and direct the City Manager to execute payment to DHCS and CalOptima Health.

SECTION 4. If any section, subsection, sentence, clause or phrase of this resolution is, for any reason, held to be invalid or unconstitutional, such decision shall not affect the validity or constitutionality of the remaining portions of this resolution. The City Council hereby declares that it would have passed this resolution, and each section, subsection, sentence, clause or phrase hereof, irrespective of the fact that any one or more sections, subsections, sentences, clauses or phrases be declared invalid or unconstitutional.

SECTION 5. The City Council finds the adoption of this resolution is not subject to the California Environmental Quality Act ("CEQA") pursuant to Sections 15060 (c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060 (c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, because it has no potential for resulting in physical change to the environment, directly or indirectly.

SECTION 6. This resolution shall take effect immediately upon its adoption by the City Council, and the City Clerk shall certify the vote adopting the resolution.

ADOPTED this 23rd day of September, 2025.

Alex Rounaghi, Mayor
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ATTEST:

Ann Marie McKay, City Clerk
I, Ann Marie McKay, City Clerk of the City of Laguna Beach, certify that the foregoing Resolution No. 25.XXX was duly adopted at a regular meeting of the City Council of said City held on September 23, 2025, by the following vote:

AYES: COUNCILMEMBERS:

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:

City Clerk, City of Laguna Beach, CA
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Attachment 2
8 9
Our Mission
To serve member health with excellence and dignity, respecting the value and needs of each person. Our VisionBy 2027, remove barriers to health care access for our members, implement same-day treatment authorizations and real-time claims payments for our providers, and annually assess members’ social determinants of health. 1 CalOptima Health, A Public Agency
February 4, 2025Voluntary Rate Range Intergovernmental Transfer Program (VRRP/IGT) Attachment 3
10 2
○ Overview of VRRP/IGT ○ VRRP/IGT Funding Process○ VRRP/IGT Allocation○ CalOptima Health’s Participation○ Participating Entity’s Required Documentation○ IGT 14 Calendar Year 2024 Next StepsAgenda 11 3
○ The Voluntary Rate Range Intergovernmental Transfer (VRRP/IGT) Program is a Medi-Cal program funded by state funds and matching federal funds. This program allows the Department of Health Care Services (DHCS) to secure additional dollarsfor eligible governmental entities that serve Medi-Cal members. ○ VRRP/IGT fund transfers from government entities are used to secure matching federal funds for Medi-Cal.
○ Payments to government entities are intended to fund uncompensated costs from providing Medi-Cal covered services from the previous calendar year. ○ DHCS notifies managed care plans annually of upcoming funding rounds. ○ Participation is voluntary, and DHCS approves/disapproves participation.

Overview
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○ Only governmental entities that incur uncompensated costs for covered Medi-Cal services may be eligible for funding, and are specific to public entities that include:
 Counties Cities Special purpose districts, state university teaching hospitals Other political subdivisions of the state ○ Funding entities may not use recycled Medicaid funds or federal funds that are not eligible to fund the state share of the IGT.
○ Funding entities must be:
 A contracted CalOptima Health provider with uncompensated Medi-Cal expenditures, or costs which exceed payment from the plan for services rendered to Medi-Cal members.  Interested in providing local funds to act as a local IGT match. ○ Funding entities must:
 Certify that the funds provided are eligible for federal matching dollars. Document uncompensated services (costs above reimbursement) provided to (directly by your organization as a CalOptima Health contractor or via a contractor which is a contracted CalOptima Health provider) CalOptima Health members for dates of service between July 1, 2022 through June30, 2023.

Eligibility for Participation
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VRRP/IGT Funding Process
California
DHCS
Eligible
Entities
VRRP Contribution + Assessment Fee
(20% of total IGT transaction)
VRRP
Contribution +
Federal Match
VRRP Contribution
+ Federal Match
Federal
CMS VRRP Contribution (Retains Assessment Fee)
California
DHCS
CalOptima
Health
IGT Eligible
Entities
VRRP Contribution
○ VRRP participating entities fund an initial payment to DHCS (Retains 2% Assessment Fee)○ DHCS obtains federal matching funds○ Eligible entities may receive back up to their initial contribution amount, administration fee and most of the net federal matchingfunds  Based on funding availability by DHCS and participating entities ○ CalOptima Health retains 2% of net federal match funds for assessment fees
VRRP Payment
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○ Based on the number of participating entities and DHCS available funds in each period
○ Based on estimated contribution* amount from each participating funding entity○ Total contribution should not exceed 100% of the estimated funds provided by DHCS
○ As a result, the proportion allocated to each funding entity will vary in each program year
VRRP 14 (Calendar Year 2024) Allocation*The difference between the designated provider’s charges or costs for services provided to CalOptimaHealth members and payments received or anticipated from CalOptima Health for the Voluntary RateRange IGT Program year. 15 7
○ Receive DHCS notification for upcoming funding round○ Notify current and new potential eligible governmental entities  Share DHCS template for submission
○ Obtain estimated contributions from participating funding entities○ Calculate allocation percentage for each funding entity  Obtain confirmation from funding entities
○ Request CalOptima Health’s Board of Directors approval and/or ratification of intent to participate
○ Submit CalOptima Health’s Letter of Interest (LOI) for DHCS submission  Includes eligible entities’ LOI and required supplemental documents ○ Prepare plan-provider agreement for execution○ Calculate and distribute payment once funds have been receivedCalOptima Health’s Participation in VRRP 16 8
○ Governmental entities must complete and submit required DHCS documents  Letter of Interest (LOI)
• Federal Tax ID number• Approximate contribution amount for Calendar Year (CY) 2024• Point of contact• Authorized signature  Voluntary Rate Range Program Supplemental Attachment
• Uncompensated services (costs above reimbursement) provided to (directly by your organization as a CalOptima Health contractor or via a contractor which is a contracted CalOptima Health provider) CalOptima Health members for dates of service between July 1, 2022 through June 30, 2023 • Description of services provided• Identify source and ability to transfer funds ○ Enter into a plan-provider agreement with CalOptima Health  DHCS approves and provides contract to complete
Participating Entity’s VRRP Required Documentation
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○ Interested Eligible Governmental Entities:
 Complete LOIs and supporting documentation and submit to CalOptima Health by Wednesday 3/5/25; email to [email protected] • CY 2024 Attachment A – VRRP LOI-Final• CY 2024 Att –VRRP and Attestation• Blank Funding Entity Contacts (identify point of contact for DHCS and CalOptima Health)  Seek appropriate approval as needed for participation (City Council, Board, etc.) ○ CalOptima Health:
 Request authorization from CalOptima Health Board of Directors (BOD) for CEO to submit the required IGT materials to DHCS on 3/6/2025.
 Submit all participating entities’ LOIs and supporting documents to DHCS by 3/28/2025  Request authorization from CalOptima Health BOD for ratification of the final allocated amounts on 4/2/2025.

VRRP 14 (Calendar Year 2024) Next Steps
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Thank You!
For questions not available in FAQ, please email [email protected] 19 11
www.caloptima.org
Stay Connected With Us
@CalOptima
20 CalOptima Health, A Public Agency
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Voluntary Rate Range Intergovernmental Transfer Program Frequently Asked Questions (FAQs)
Background
The Voluntary Rate Range Intergovernmental Transfer (VRR/IGT) Program is a Medi-Cal program funded by state funds (i.e., non-federal share) and matching federal funds. IGT programs let local government entities help the state fund Medi-Cal by making an intergovernmental transfer to the Department of Health Care Services (DHCS). These local government entities making an intergovernmental transfer are called governmental funding entities.

The program is authorized by federal and state law and is carried out periodically based on DHCS’ decision. Participation is optional for managed care plans and governmental funding entities. DHCS uses the intergovernmental transfers from the governmental funding entities to secure matching federal funds for Medi-Cal.

FAQs

1. What types of government entities are eligible to participate as governmental funding entities? Intergovernmental transfers are transfers of funds from one government unit to another. Only governmental entities are eligible to participate in the VRR/IGT Program. Governmental entities are counties, cities, special purpose districts, state university teaching hospitals and other political subdivisions of the state.1 DHCS has the authority to approve or disapprove participation by a governmental funding entity in the VRR/IGT Program.

2. What types of providers can receive funds?
As part of the proposal submitted to DHCS, the governmental funding entity must submit a VRR/IGT Program Supplemental Attachment. This attachment lists the related provider, calculates the amount of uncompensated Medi-Cal costs for that provider, and shows how much of those costs the governmental funding entity can and is willing to contribute. 2

3. What is the total amount of funding available for the VRR/IGT Program? The total amount of funding available is determined by DHCS and can change each program round. 1 See, Social Security Act, Section 1903(w)(7)(G); Welfare & Institutions Code § 14164. 2 See Welfare & Institutions Code § 14301.4. 21 21 of 376
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4. What are the requirements related to funds provided through intergovernmental transfers? All intergovernmental transfers made to DHCS for obtaining matching funds must qualify and comply with requirements applicable to Medicaid funding under 42 CFR Part 433 Subpart B. The funding sources cannot come from impermissible sources such as recycled Medicaid payments, federal money excluded from use as state match, impermissible taxes and non-bona fide provider-related donations. Impermissible sources do not include patient revenues, including patient revenues from Medicare or Medicaid if those patient revenues are not specifically set aside for intergovernmental transfer for the VRR/IGT Program.

5. Can non-governmental entities provide funding to a governmental entity for the intergovernmental transfer?
No, only governmental entities can transfer funds to DHCS for the VRR/IGT Program. These entities should consult their legal counsel to determine whether the funds they plan to use for the intergovernmental transfer are eligible for federal matching funds. Any transferred funds must comply with requirements applicable to Medicaid funding under 42 CFR Part 433 Subpart B. Refer to Question 4 above for more information on impermissible sources of funds.

6. How much can each governmental funding entity contribute to the VRR/IGT Program? The amount each governmental funding entity can contribute depends on:
• The total amount of uncompensated Medi-Cal costs or charges (i.e., the difference between the provider’s charges or costs for services provided to CalOptima Health members and payments received or expected from CalOptima Health for the applicable VRR/IGT Program year)
• The level of funding each participating governmental funding entity is able to contribute • The total number of governmental funding entities participating in the VRR/IGT Program in Orange County.

The total amount contributed by all participating governmental funding entities must not exceed DHCS’ estimated non-federal share of the available amount. DHCS has the authority to approve or disapprove the level of participation by a governmental funding entity.

7. How does CalOptima Health fund providers?
Any payments that CalOptima Health makes to providers must follow the requirements of CalOptima Health’s contract with DHCS and must be connected to Medi-Cal services provided to CalOptima Health members. These payments are meant to reimburse unpaid or uncompensated Medi-Cal costs.

8. What is CalOptima Health’s role in the VRR/IGT Program? When notified by DHCS of an upcoming VRR/IGT funding round, CalOptima Health notifies eligible governmental funding entities of the upcoming program funding round and the deadline for submission of documentation to DHCS.
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CalOptima Health shares the needed documents with governmental funding entities, including template letters of interest and VRR/IGT Program Supplemental Attachments, which the governmental funding entities must complete. If needed, CalOptima Health will collect documents for the proposal from governmental funding entities or direct the governmental funding entity to submit the required documents to DHCS.

CalOptima Health will make sure that the contributions from all participating governmental funding entities for a program period do not exceed 100% of the estimated non-federal share of the available funding amount provided by DHCS. CalOptima Health submits the proposal to participate in a VRR/IGT Program each program period based on the timeline set by DHCS.

9. What is the DHCS review process?
Each proposal submitted for a VRR/IGT Program period is reviewed by DHCS. DHCS has the right to approve, amend or deny the proposal as it sees fit.

For any other questions about the VRR/IGT Program in Orange County, please contact [email protected].

Resources
• Social Security Act § 1903(w) (codified at 42 USC § 1396b(w)). • 42 CFR §§ 433.50 – 433.74.
• Welfare & Institutions Code §§ 14164, 14301.4, 14301.5. • DHCS Care Coordination Advisory Committee, Medi-Cal Sources of Non-Federal Share, available at https://www.dhcs.ca.gov/services/Documents/CareCoordination/CCAG_Sources_of_NonFederal_Share_Final.pdf • Medicaid Program; Cost Limit to Providers Operated by Units of Government and Provisions to Ensure the Integrity of Federal-State Financial Partnership, 72 Fed. Reg. 29748 (final rule, May 29, 2007) available at https://www.federalregister.gov/documents/2007/05/29/07-2657/medicaid-program-cost-limit-forproviders-operated-by-units-of-government-and-provisions-to-ensure. (NOTE: Regulations in this document were repealed because they were enacted in violation of a moratorium on provider financing regulations. See Medicaid Program; Cost Limit for Providers Operated by Units of Government and Provisions To Ensure the Integrity of Federal-State Financial Partnership, 75 Fed. Reg. 73972 (final rule, Nov. 30, 2010), available at https://www.federalregister.gov/documents/2010/11/30/2010- 30066/medicaid-program-cost-limit-for-providers-operated-by-units-of-government-and-provisions-toensure). • Medicaid Program; Cost Limit for Providers Operated by Units of Government and Provisions To Ensure the Integrity of Federal-State Financial Partnership, 72 Fed. Reg. 2236 (proposed Jan. 18, 2007), available at https://www.federalregister.gov/documents/2007/01/18/07-195/medicaid-program-cost-limit-forproviders-operated-by-units-of-government-and-provisions-to-ensure. • Medicaid Program; Health Care-Related Taxes, 73 Fed. Reg. 9685 (final rule, Feb. 22, 2008), available at https://www.federalregister.gov/documents/2008/02/22/E8-3207/medicaid-program-health-care-relatedtaxes. • Health Care Financing Administration, 57 Fed. Reg. 55118 (interim final rule, Nov. 24, 1992), available at https://archives.federalregister.gov/issue_slice/1992/11/24/55091-55148.pdf#page=28. 23 23 of 376

STAFF REPORT
Meeting Date:

September 23, 2025

CONSENT
17 SUBJECT: ENVIRONMENTAL SUSTAINABILITYCOMMITEE RECOMMENDATIONS RECOMMENDATION: It is recommended that the City Council:

1. Approve the Environmental Sustainability Committee’s recommendation to direct staff to investigate and return to City Council with options regarding a proposed ordinance prohibiting the local sale of glue traps as well as the use of glue traps on public property;

2. Approve the Environmental Sustainability Committee’s recommendation to direct staff to investigate the feasibility and cost of incorporating carbon-positive concrete as a material option in the design and implementation of sidewalk and project infrastructure; and

3. Approve the Environmental Sustainabilitiy Committee’s recommendation to direct staff to investigate the design and implementation of concerning City Hall landscaping to a native plant garden in the Fiscal Year 2026-2027 Capital Improvement Program.

Appropriation: $0 Fund: n/a
Submitted By: . Approved: David A Kiff
Jeremy Frimond, Assistant City
Manager
Dave Kiff, City Manager

SUMMARY OF THE MATTER
The Environmental Sustainability Committee (ESC) has presented three unanimous recommendations for City Council consideration: (1) investigate the viability of an ordinance banning the local sale and City use of glue traps due to their inhumane impacts on rodents and unintended harm to wildlife; (2) evaluation of carbon positive concrete for public infrastructure projects as a means of reducing greenhouse gas emissions, with staff to assess feasibility regarding cost, durability, and availability; and (3) investigate the conversion of the landscaping in front of City Hall into a native plant demonstration garden to promote water conservation, reduced fertilizer use, and enhanced habitat for pollinators and wildlife. At this stage, no final decision or financial impact is prepared. If approved, each item will be returned to Council with detailed analyses before implementation/final decision.

DISCUSSION
This report provides recommendations from the ESC for the City Council’s consideration. At its noticed meetings on July 21 and August 18, 2025, ESC approved the recommended list below:

Prepare an Ordinance Banning the Local Sale and City Use of Glue Traps. At its July 21, 2025, meeting, the ESC voted unanimously in support of City staff investigating the viability of a glue trap ordinance.
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A glue trap is a flat board or tray coated with a strong adhesive designed to capture animals, commonly rodents, when they encounter its surface. Glue traps immobilize animals, leaving them to die slowly from starvation, dehydration, or stress.

Glue traps do not discriminate. They often trap unintended wildlife such as birds, lizards, snakes, frogs, and even household pets. These animals can become fatally stuck while foraging or seeking shelter.

Evaluate Carbon Positive Concrete for Public Infrastructure Projects. At its July 21, 2025 meeting, the ESC voted unanimously in support of the City exploring the use of carbon positive concrete for public infrastructure projects.

Carbon positive concrete is a type of construction material designed to absorb more carbon dioxide than is emitted during its production. Unlike traditional concrete, which is a source of greenhouse gas emissions, carbon positive concrete reduces the carbon footprint of infrastructure projects and contributes to long-term climate goals.

Staff has not evaluated the costs, availability for larger capital projects, or durability of carbon positive concrete. If directed to proceed, staff would assess these factors and provide a memorandum to the City Council and Environmental Sustainability Committee on the feasibility of incorporating this construction material.

Native Plant Garden at City Hall. At its August 18, 2025, meeting, the ESC voted unanimously in support of the City to explore the conversion of the landscaping in front of City Hall to a native plant garden.

A native plant garden in Southern California is a landscape designed with plants that naturally occur in the region’s coastal sage scrub, chaparral, riparian, and desert ecosystems. These gardens offer benefits by reducing water use through drought-tolerant species, minimizing reliance on fertilizers, and creating essential habitat for pollinators, birds, and other wildlife unique to Southern California.

Staff recommends that the City Council support the inclusion of a native demonstration garden in the Fiscal Year 2026–2027 Capital Improvement Program. The recommended approach is to retain a landscape architect to prepare design plans, present the proposed project to the Planning Commission for public input, and then proceed with installation of the garden based on the approved plans. This option provides the most effective pathway to ensure professional design, community engagement, and a high-quality, sustainable outcome.

FINANCIAL ANALYSIS
The recommended action has no financial impact at this stage. If directed to proceed, each of the individual items would be brought back to the City Council at a future meeting with a specific financial analysis and a more detailed evaluation of the benefits and implications of the policy consideration.

ENVIRONMENTAL ANALYSIS
The recommended actions are not ”projects” pursuant to the California Environmental Quality Act (CEQA).

Specifically, CEQA Guidelines Section 15378(b)(2) and (b)(5), exclude from the definition of ”project” 2 of 379
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general policy direction and administrative activities that do not commit the City to a specific development proposal or result in a physical change to the environment.

In particular, the recommended action proposes the following:
• The investigation of an ordinance banning glue traps is an administrative activity with no immediate environmental impact, as any future ordinance will require independent environmental review. • The direction to explore the use of carbon-positive concrete involves feasibility analysis and information collection..
• The investigation into the feasibility of a native plant garden project in the Capital Improvement Program does not authorize construction or physical alteration at this time.

The above recommended actions do not constitute projects pursuant to the CEQA Section 15378(b)(2) and (b)(5) as they are general policy decisions and/or administrative activities of the City. Future actions stemming from these recommendations, including any ordinance adoption or capital improvements, will be subject to independent and separate environmental review.

ATTACHMENTS
None
Report Prepared By: Coordinated With:

Jeremy Frimond, Assistant City Manager
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STAFF REPORT
Meeting Date:

September 23, 2025

CONSENT
18 SUBJECT: SERVICE SUPPORT AGREEMENT FOR ONSITE NETWORK AND

CYBERSECURITY SUPPORT
RECOMMENDATION: It is recommended that the City Council:

1. Authorize the City Manager to execute a three-year service agreement with Sidepath to not exceed $120,000 annually and a total contract value of $360,000;

2. Authorize the City Manager to extend the agreement for up to two additional one-year terms, provided that the annual cost increase does not exceed ten percent of the previous year’s rate and that sufficient funding is available in the approved budget; and

3. Determine that the award of the contract is not a project under the California Environmental Quality Act pursuant to section 15378 of the CEQA Guidelines.

Appropriation: Fund:

Submitted By: Jeremy Fimond Approved: David A Kiff
Jeremy Frimond, Assistant City
Manager
Dave Kiff, City Manager

SUMMARY OF THE MATTER
This report recommends that the City Council authorize the City Manager to execute a three-year agreement with Sidepath for onsite network and cybersecurity support services, in an amount not to exceed $120,000 annually, with an optional extension of up to two additional one-year terms. Sidepath has prior experience with the City, detailed knowledge of its IT systems, and received the highest proposal score during a recent competitive selection process.

The contract cost is included in the adopted FY 2025–26 budget, and no additional appropriation is required.

This action aligns with the City’s goal to maintain cybersecurity readiness. The action is not a project under the California Environmental Quality Act (CEQA), pursuant to Section 15378 of the CEQA Guidelines.

DISCUSSION
Selection Process and Background
The City relies on professional IT service providers to support its full-time staff. These contractors help manage the City’s computer networks, firewalls, and cybersecurity protections. The City’s previous contract for these services expired on July 1, 2025. Since then, the City has continued services on a monthto-month basis while conducting a competitive selection process for a new agreement. 1 of 404

SERVICE SUPPORT AGREEMENT FOR ONSITE NETWORK AND CYBERSECURITY

SUPPORT
September 23, 2025

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The City issued a Request for Proposals (RFP) for networking services, which was advertised from July 28 to August 11, 2025. A total of nine companies submitted proposals. Two were disqualified for not meeting the submission requirements.

A review committee of City IT staff evaluated the remaining seven proposals. The evaluation criteria included:
• Quality of the proposal
• Relevant experience with state and local government
• Technical expertise and staff qualifications
• Cost
• Availability and responsiveness
The top three results are shown below:

Vendor Average Score
Sidepath 93
BayInfo Tech 86
Lan Wan 86
Sidepath received the highest score. Combined with its institutional knowledge of the City’s IT systems and successful track record on prior contracts, staff recommends Sidepath for the new agreement.

Scope of Work
Under the new contract, Sidepath will:
• Provide proactive management of the City’s firewalls and network to protect against cybersecurity threats.
• Keep the City’s computer systems running efficiently through regular upgrades and patch management.
• Maintain and support critical equipment like routers, switches, and other network hardware. • Provide advanced firewall administration, VPN security, and testing of backup systems to reduce downtime.
• Station a dedicated technician onsite at City facilities during business hours, with after-hours support if emergencies occur.

FINANCIAL ANALYSIS
The Fiscal Year 2025-26 cost will not exceed $120,000 which is included in the adopted budget. No appropriation is required.

ENVIRONMENTAL ANALYSIS
The recommended action is not a ”project” under the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15378(b)(4) and (b)(5). The contract for onsite network and 2 of 404

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SUPPORT
September 23, 2025

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cybersecurity services constitutes an administrative activity of the City that will not result in a direct or indirect physical change to the environment and a funding mechanism for the services. The action does not commit the City to any specific project which may result in a potentially significant physical impact on the environment and thus, does constitute a “project” under CEQA.

ATTACHMENTS

1. Professional Services Agreement with Sidepath (Pgs. 4-25) Report Prepared By: Coordinated With:

Mandy Low, IT Project Manager Jerry Soto, IT Manager
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CITY OF LAGUNA BEACH

PROFESSIONAL SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement # is made and entered into this 24th day of September, 2025, by and between the City of Laguna Beach, a municipal corporation organized under the laws of the State of California with its principal place of business at 505 Forest Avenue, Laguna Beach, California 92651 ("City") and Sidepath Inc., a California corporation, with its principal place of business at 22892 Mill Creek Drive, Laguna Hills, CA 92653 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. RECITALS.

2.1 Consultant.

Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement.

Consultant represents that it is experienced in providing networking and security engineering services to public clients, is licensed in the State of California, and is familiar with the plans of City.

2.2 Project.

City desires to engage Consultant to render such professional services for the Infrastructure, Network and Cybersecurity Network Services ("Project") as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

Attachment 1
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3.1.2 Term. The term of this Agreement shall be from September 24th, 2025 to September 23rd, 2028, unless earlier terminated as provided herein. The City shall have the unilateral option, at its sole discretion, to renew this Agreement automatically for no more than two additional one-year terms. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Services.

3.2 Compensation.

3.2.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed $130.00 per hour without written approval of the City Council or City Manager, as applicable. Per the RFP, professional services requested were between 16 to 24 hours per week.

Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

3.2.2 Payment of Compensation. Consultant shall submit to City a monthly invoice which indicates work completed and hours of Services rendered by Consultant. The invoice shall describe the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the invoice.

City shall, within 30 days of receiving such invoice, review the invoice and pay all non-disputed and approved charges. If the City disputes any of Consultant's fees, the City shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth therein. Payment shall not constitute acceptance of any Services completed by Consultant. The making of final payment shall not constitute a waiver of any claims by the City for any reason whatsoever.

3.2.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "C" of this Agreement.

3.2.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement.

Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City.

3.3 Responsibilities of Consultant.

3.3.1 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee.

Any personnel performing the Services on behalf of Consultant shall not be employees of City and shall at all times be under Consultant's exclusive direction and control. Neither City, or any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Consultants officers, employees or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in 5 5 of 404
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connection with their performance of Services under this Agreement and as required by law.

Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.

3.3.2 Schedule of Services. Consultant shall perform the Services in a prompt and timely manner and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services expeditiously. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.

3.3.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.

3.3.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. The key personnel for performance of this Agreement are as follows: Greg Zaletel, Systems Engineer, and Tony Molina, Systems Engineer.

3.3.5 City's Representative. The City hereby designates Jerry Soto, IT Manager, or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the Scope of Services or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City's behalf and to execute all necessary documents which enlarge the Scope of Services or change the Consultant's total compensation subject to the provisions contained in this Agreement.

Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee.

3.3.6 Consultant's Representative. Consultant hereby designates David Vento, Senior Solutions Consultant, or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement.

The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.3.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times.

3.3.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards 6 6 of 404
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generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its subconsultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.

3.3.9 Period of Performance.

3.3.9.1 Consultant shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above (“Performance Time”). Consultant shall also perform the Services in strict accordance with any completion schedule or Project milestones described in Exhibits “A” or “B” attached hereto, or which may be separately agreed upon in writing by the City and Consultant (“Performance Milestones”). Consultant agrees that if the Services are not completed within the aforementioned Performance Time and/or pursuant to any such Performance Milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage.

3.3.9.2 Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects a Party’s performance and is one or more of the following: (1) Acts of God or other natural disasters; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); (4) strikes and other organized labor action occurring at the site and the effects thereof on the services, only to the extent such strikes and other organized labor action are beyond the control of Consultant and its subcontractors, and to the extent the effects thereof cannot be avoided by use of replacement workers; and (5) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of a public agency applicable to the services and Agreement.

3.3.9.3 Should a Force Majeure Event occur, the non-performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Force Majeure Events and/or delays, regardless of the Party responsible for the delay, shall not entitle Consultant to any additional compensation. 7 7 of 404
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Notwithstanding the foregoing in this section, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.

3.3.10 Laws and Regulations; Employee/Labor Certification.

3.3.10.1 Compliance with Laws. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. All violations of such laws and regulations shall be grounds for the City to terminate the Agreement for cause.

3.3.10.2 Employment Eligibility; Consultant. Consultant certifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time and shall require all subconsultants and sub-subconsultants to comply with the same. Consultant certifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement.

3.3.10.3 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.

3.3.10.4 Air Quality. To the extent applicable, Consultant must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the South Coast Air Quality Management District (SCAQMD) and/or California Air Resources Board (CARB). Consultant shall indemnify City against any fines or penalties imposed by SCAQMD, CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Consultant, its subconsultants, or others for whom Consultant is responsible under its indemnity obligations provided for in this Agreement.

3.3.10.5 Water Quality Management and Compliance. Consultant shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, without limitation, all applicable provisions of the City’s ordinances regulating water quality and storm water; the Federal Water Pollution Control Act (33 U.S.C. § 1251, et seq.); the California Porter-Cologne Water Quality Control Act (Water Code § 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such authority. Consultant must additionally comply with the lawful requirements of the City, and any other municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges. City may seek damages from Consultant for delay in completing the Services caused by Consultant’s 8 8 of 404
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failure to comply with the laws, regulations and policies described in this Section, or any other relevant water quality law, regulation, or policy.

3.3.10.6 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed.

3.3.11 Insurance.

3.3.11.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Agreement for cause.

3.3.11.2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so.
(A) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 00 01, or the exact equivalent, with limits of not less than $2,000,000 per occurrence and no less than $4,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); (3) products/completed operations liability; or (4) containing any other exclusion(s) contrary to the terms or purposes of this Agreement. (B) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 00 01 covering "Any Auto" (Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $2,000,000 combined limit for each occurrence. (C) Workers' Compensation: Workers' Compensation
Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease. (D) Professional Liability (Errors & Omissions): Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant’s profession with limits of not less than $2,000,000. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, 9 9 of 404
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testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least five (5) years from termination or expiration of this Agreement.

3.3.11.3 Insurance Endorsements. Required insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
(A) Commercial General Liability: (1) Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement.

Additional Insured Endorsements shall not (1) be restricted to "ongoing operations"; (2) exclude "contractual liability"; (3) restrict coverage to "sole" liability of Consultant; or (4) contain any other exclusions contrary to the terms or purposes of this Agreement. For all policies of Commercial General Liability insurance, Consultant shall provide endorsements in the form of ISO CG 20 10 10 01 and 20 37 10 01 (or endorsements providing the exact same coverage) to effectuate this requirement. (2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (B) Automobile Liability: (1) Additional Insured: The City, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Vendor or for which the Vendor is responsible. (2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.
(C) Professional Liability (Errors & Omissions): (1) Cancellation:

Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (2) This insurance shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and include a provision establishing the insurer’s duty to defend.
(D) Workers' Compensation: (1) Cancellation: Required
insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (2) Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the City, its officials, officers, employees, agents, and volunteers.

3.3.11.4 Primary and Non-Contributing Insurance. All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the City, its officials, officers, employees, 10 10 of 404
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agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.

3.3.11.5 Waiver of Subrogation. All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.

3.3.11.6 Deductibles and Self-Insured Retentions. Any deductible or selfinsured retention must be approved in writing by the City and shall protect the City, its officials, officers, employees, agents, and volunteers in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.

3.3.11.7 Evidence of Insurance. The Consultant, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates on forms approved by the City, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.

3.3.11.8 Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and authorized to transact business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.

3.3.11.9 Enforcement of Agreement Provisions (non estoppel).

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

3.3.11.10 Requirements Not Limiting. Requirement of specific coverage or minimum limits contained in this Section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. The insurance obligations under this Agreement shall be: (1) all the insurance coverage and/or limits carried by or available to the Consultant; or (2) the minimum insurance coverage requirements and/or limits shown in this Agreement; whichever is greater. Any insurance proceeds in excess 11 11 of 404
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of or broader than the minimum required coverage and/or minimum required limits, which are applicable to a given loss, shall be available to the City. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of the Consultant under this Agreement.

3.3.11.11 Additional Insurance Provisions
(A) If any Excess or Umbrella Liability policies are used to meet the limits of liability required by this Agreement, then said policies shall be “following form” of the underlying policy coverage, terms, conditions, and provisions and shall meet all of the insurance requirements stated in this Agreement, including, but not limited to, the additional insured and primary & non-contributory insurance requirements stated herein. No insurance policies maintained by the City, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Consultant’s primary and excess liability policies are exhausted.
(B) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
(C) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
(D) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (E) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.
(F) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
(G) Consultant shall report to the City, in addition to Consultant’s insurer, any and all insurance claims submitted by Consultant in connection with the Services under this Agreement.

3.3.11.12 Insurance for Subconsultants. Consultant shall include all subconsultants engaged in any work for Consultant relating to this Agreement as additional 12 12 of 404
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insureds under the Consultant's policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant's policies. All policies of Commercial General Liability insurance provided by Consultant’s subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Consultant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant’s compliance with all insurance requirements under this Agreement, to the extent applicable. The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City.

3.4 Labor Code Requirements.

3.4.1 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the Labor Code within this Agreement, and Consultant shall therefore comply with such Labor Code sections to the fullest extent required by law. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

3.4.2 Registration/DIR Compliance. If the Services are being performed on a public works project of over $25,000 when the project is for construction, alteration, demolition, installation, or repair work, or a public works project of over $15,000 when the project is for maintenance work, in addition to the foregoing, then pursuant to Labor Code sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations (“DIR”). Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants.

3.4.3 Compliance Monitoring. This Project may also be subject to compliance monitoring and enforcement by the DIR. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements, including the submission of payroll records directly to the DIR. Any stop orders issued by the DIR against Consultant or any subconsultant that affect Consultant’s performance of services, including any delay, shall be Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and 13 13 of 404
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harmless from any claim or liability arising out of stop orders issued by the DIR against Consultant or any subconsultant.

3.4.4 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

3.5 Termination of Agreement.

3.5.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those Services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. The rights and remedies of the City provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law, equity or under this Agreement.

3.5.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request.

3.5.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

3.6 Indemnification.

3.6.1 To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s Services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses except such loss or damage caused by the sole negligence or willful misconduct of the City. Consultant's obligation to indemnify shall survive expiration or termination of this Agreement and shall not be restricted to insurance 14 14 of 404
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proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.

3.6.2 If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.

3.7 General Provisions.

3.7.1 Accounting Records. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

3.7.2 Independent Contractors and Subcontracting.

3.7.2.1 Use of Consultants. Consultant is aware of statutory and case law regarding classification of workers as independent contractors, including California Labor Code Section 2750.3 and Dynamex Operations West, Inc. v. Superior Court, 4 Cal. 5th 903 (2018). To ensure that Consultant is in compliance with the California Labor Code, Consultant shall only utilize its employees to provide the Services. Consultant may not provide the services through any independent contractor, subcontractor or subconsultant (“Subcontractor(s)”) unless approved by the City as set forth in Section 3.7.2.2 below. Consultant represents and warrants that all personnel who perform the Services on Consultant’s behalf are Consultant’s employees, and that Consultant complies with all applicable laws, rules and regulations governing its employees, including, but not limited to, the California Labor Code, Unemployment Insurance Code and all applicable Industrial Welfare Commission Wage Orders.

3.7.2.2 Prior Approval Required. Consultant shall not use any Subcontractor to provide the Services, or any portion of the work required by this Agreement, without prior written approval of City. In the event that City authorizes Consultant to use a Subcontractor, Consultant shall enter into a written agreement with the Subcontractor, which must include all provisions of the Agreement, including a restriction on the Subcontractor’s use of further independent contractors, subcontractors or subconsultants without the City’s prior written consent.

3.7.3 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:
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Consultant: Sidepath Inc.
22892 Mill Creek Drive
Laguna Hills, CA 92653
ATTN: President
City: City of Laguna Beach
505 Forest Avenue
Laguna Beach CA 92651
ATTN: Jerry Soto, IT Manager
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.7.4 Ownership of Materials and Confidentiality.

3.7.4.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City’s express written permission. Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount required by City. City reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a minimum of fifteen (15) years following completion of the Project, and shall make copies available to City upon the payment of actual reasonable duplication costs. Before destroying the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents.

3.7.4.2 Subconsultants. Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or its subconsultants, or those provided to Consultant by the City.
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3.7.4.3 Right to Use. City shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project or another project, provided that any such use not within the purposes intended by this Agreement or on a project other than this Project without employing the services of Consultant shall be at City’s sole risk. If City uses or reuses the Documents & Data on any project other than this Project, it shall remove the Consultant’s seal from the Documents & Data and indemnify and hold harmless Consultant and its officers, directors, agents and employees from claims arising out of the negligent use or re-use of the Documents & Data on such other project. Consultant shall be responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only with respect to the condition of the Documents & Data at the time they are provided to the City upon completion, suspension, abandonment or termination. Consultant shall not be responsible or liable for any revisions to the Documents & Data made by any party other than Consultant, a party for whom the Consultant is legally responsible or liable, or anyone approved by the Consultant.

3.7.4.4 Indemnification. Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by City of the Documents & Data, including any method, process, product, or concept specified or depicted.

3.7.4.5 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.

3.7.4.6 Confidential Information. The City shall refrain from releasing Consultant’s proprietary information ("Proprietary Information") unless the City's legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information.

Consultant shall have five (5) working days after receipt of the release notice to give City written notice of Consultant's objection to the City's release of Proprietary Information. Consultant shall indemnify, defend and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost or expense (including attorney’s fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of an objection notice unless either: (1) Consultant fails to fully indemnify, defend (with City's choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) a final and non-appealable order by a court of competent jurisdiction requires that City release such information. 17 17 of 404
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3.7.5 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

3.7.6 Entire Agreement. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.

3.7.7 Attorneys’ Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorneys’ fees and all costs of such action.

3.7.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Orange County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City.

3.7.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.7.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.

3.7.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

3.7.12 Assignment or Transfer. Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination.

Consultant shall not subcontract any portion of the Services required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.

3.7.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this 18 18 of 404
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Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

3.7.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.7.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

3.7.16 No Third-Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.7.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.7.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City’s Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

3.7.19 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

3.7.20 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

3.7.21 Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification obligations, shall survive any such expiration or termination.

3.8 Federal Provisions. This section is not applicable.

SIGNATURES ON NEXT PAGE
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SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF LAGUNA BEACH AND
SIDEPATH INC.

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on the day and year first above written.

CITY OF LAGUNA BEACH SIDEPATH INC.

Approved By:

By:

Its: President/Partner
Printed Name: Jim Andronaco
By:

Its: Secretary/Partner
Printed Name: Patrick Mulvee
Dave Kiff
City Manager
Approved as to Form:

City Attorney
Attested By:

City Clerk
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Exhibit “A”-1 PROFESSIONAL SERVICES AGREEMENT
55852.00003\42823523.1
EXHIBIT "A"

SCOPE OF SERVICES
The City of Laguna Beach is seeking proposals from qualified firms to provide onsite and remote 16-24 hours -per week Project Support Services for Information Technology to meet the following types of specialized project-based needs detailed below.

1. Infrastructure and Network Support
Designing and optimizing on-premises, cloud-based, and hybrid network infrastructure Perform system updates and configuration adjustments as needed.

Conduct regular log reviews and report findings to the CITY’s IT Manager.

Configure, update, and maintain the following systems to ensure optimal performance and security:
o Palo Alto firewalls
o Juniper firewalls
o Aruba switches
o Cisco switches.
o Ubiquiti switches.
o Ubiquiti wireless systems
o Meraki switches and wireless Aps
o Aerohive wireless systems
o Infobox appliances
Maintain and update the City’s network diagrams to reflect current configurations Support for VPN connectivity and secure remote access
Virtualization support (e.g., VMware)
Integration of new network equipment and technologies

2. Cybersecurity Services
Provide security incident management services by investigating and resolving incidents related to:
o Cortex XDR security alerts
o KnowBe4 phishing reports and related configurations
o Microsoft Defender in Office 365
Provide security vulnerability assessment and Penetration services 21 21 of 404
Exhibit “A”-2 PROFESSIONAL SERVICES AGREEMENT
55852.00003\42823523.1

4. Project-Based IT Services
Cloud migration planning and execution
Network redesign and infrastructure upgrades
Business continuity and disaster recovery (BC/DR) assessments Application development, integration, or replacement planning

5. Documentation and Reporting
Document all changes, updates, and completed tasks.

Provide a summary report to the IT Manager detailing:
o Work completed.
o Any incidents resolved.
o Recommendations for future improvements, if applicable. 22 22 of 404
Exhibit “A-I-1” PROFESSIONAL SERVICES AGREEMENT
EXHIBIT "A-I"

FEDERAL CONTRACT PROVISIONS
This section is not applicable.
23 23 of 404
Exhibit “B”-1 PROFESSIONAL SERVICES AGREEMENT
EXHIBIT "B"

SCHEDULE OF SERVICES
Business Hours:

Monday through Thursday 7:30am to 5:30pm
Friday’s 7:30am to 4:30pm
Closed every other Friday
11 Holidays
New Year's Day
Martin Luther King, Jr. Day
Presidents' Day
Memorial Day
Juneteenth Day
Independence Day
Labor Day
Veteran's Day
Thanksgiving Day
Day after Thanksgiving
Christmas Day
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EXHIBIT "C"

COMPENSATION
Per the RFP, the Professional Services requested were between 16 to 24 hours per week for a term of three (3) years. Sidepath’s Professional Services rate is at $130.00 per hour.

Exhibit “C”-1 PROFESSIONAL SERVICES AGREEMENT
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STAFF REPORT
Meeting Date:

September 23, 2025

CONSENT
19 SUBJECT: PROFESSIONAL SERVICES AGREEMENT FOR STATE AND FEDERAL

LEGISLATIVE ADVOCACY SERVICES
RECOMMENDATION: It is recommended that the City Council:

1. Authorize the City Manager to execute a five-year professional services agreement with Townsend Public Affairs commencing October 1, 2025, for an amount not to exceed $84,000 in FY 2025-26, and an overall contract amount not-to-exceed $444,000; and

2. Determine that the recommended action does not constitute a ”project” pursuant the California Environmental Quality Act.

Appropriation: $0 Fund: N/A
Submitted By: . Approved:

Jeremy Frimond, Assistant City
Manager
Dave Kiff, City Manager

SUMMARY OF THE MATTER
This report recommends that the City Council authorize the City Manager to execute a five-year professional services agreement with Townsend Public Affairs for legislative advocacy services. The proposed agreement ensures continued representation at the state and federal levels to support City priorities, monitor legislation, and pursue funding opportunities.

The proposed agreement has a total not-to-exceed amount of $444,000 over five years, with compensation set at $7,000 per month for the first three years and $8,000 per month for the final two years. This compensation structure is a fixed monthly retainer for the term of the agreement. Funding for FY 2025–26, totaling $84,000, is included in the Adopted Budget, and no additional appropriation is required at this time.

This action supports the City Council’s strategic goals related to legislative engagement, external funding, and proactive policy advocacy. The agreement includes a defined scope of services, reporting requirements, service standards, and permits termination by either party without cause.

The recommended action has been reviewed under the California Environmental Quality Act (CEQA) and is not subject to environmental review pursuant to CEQA Guidelines Sections 15378(b)(2) and (b)(5), as it constitutes a general administrative activity of government with no potential for a physical environmental impact.
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DISCUSSION
Legislative Advocacy Services Overview
The City benefits from specialized representation at the state and federal levels to advance its policy priorities, secure funding, and respond to legislation that may impact local operations. Legislative advocacy firms serve this function by monitoring and analyzing proposed laws and regulations, advocating on behalf of the City with legislators and agency officials, building coalitions with other jurisdictions, and providing strategic counsel on aligning local initiatives with broader legislative trends. They also provide rapid response when legislation or regulatory actions threaten the City’s interests. Their role can be understood in several key functions:

1. Legislative Monitoring and Tracking
The firm monitors bills, budget proposals, regulations, and committee hearings that may affect the city.

They track both beneficial and adverse legislation, providing timely updates so the city can anticipate changes and respond effectively.

2. Policy Advocacy
The firm advocates for the city’s policy priorities by meeting with legislators, legislative staff, and agency officials. This includes drafting position letters, testifying in hearings, and arranging direct meetings to explain the city’s perspective on specific issues.

3. Securing Funding and Resources
A core responsibility is helping the city compete for state and federal funding opportunities. This includes advocating for earmarks, grants, or appropriations in the state budget or federal budget process, and ensuring that agency regulations are written in a way that allows the city to qualify for available funding streams.

4. Coalition Building
Advocacy firms often help local governments build coalitions with other cities, counties, or associations to strengthen lobbying efforts. A unified voice on a regional or statewide basis can carry greater influence with legislators and regulators.

5. Strategic Counsel
Beyond advocacy, these firms provide political advice on how state and federal developments intersect with local policy. They help align the city’s local initiatives with broader legislative trends, ensuring consistency with evolving state and federal mandates.

6. Representation in Crisis or Special Issues
When unexpected legislation threatens the city’s interests, such as mandates increasing costs, restrictions on land use, or environmental regulations, the advocacy firm provides rapid response to negotiate amendments, exemptions, or opposition strategies. 2 of 428
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These services are important for ensuring the City remains proactive and responsive in a dynamic legislative environment.

Public Bid Process
The City’s professional services agreement for legislative advocacy expired on July 1, 2025. Since then, services have continued on a month-to-month basis with the existing consultant, Townsend Public Affairs, while a competitive procurement was conducted.

On July 8, 2025, the City issued a Request for Proposals seeking qualified firms. Two proposals were received, from Townsend Public Affairs and Siverling Advocacy. Following interviews on August 21, 2025, a panel consisting of an Assistant City Manager, a Senior Management Analyst and the City Engineer identified Townsend Public Affairs as the most qualified firm, citing its established record of meeting the City’s service needs. Townsend Public Affairs, the incumbent provider, has an established record of successfully meeting the requirements of the service agreement.

Staff recommends entering into a five-year agreement with Townsend Public Affairs (Attachment 1), effective October 1, 2025, through October 1, 2030. The agreement will include a defined scope of work, reporting requirements, and service standards. While staff does not anticipate issues given the proven track record of Townsend Public Affairs, the agreement will allow either party to terminate without cause.

FINANCIAL ANALYSIS
Under the proposed agreement, Townsend Public Affairs will be retained at a monthly rate of $7,000 for the first three years and $8,000 for the final two years. The FY 2025/26 Adopted Budget includes sufficient funds to cover this agreement, and no additional appropriation is requested at this time. Subsequent years of the contract will be subject to City Council adoption of a budget that includes funding for legislative affairs.

ENVIRONMENTAL ANALYSIS
The recommended action consists of organizational or administrative activities of the City that will not result in a direct or indirect physical change in the environment and therefore does not constitute a “project” within the meaning of the California Environmental Quality Act. (Public Resources Code Section 21065; 14 CCR Section 15378(b)(5).) Approval of an agreement for legislative advocacy services is a purely organizational or administrative activity. Alternatively the recommended action consists of the creation of government funding mechanisms or other government fiscal activities, which do not involve any commitment to any specific project which may result in a potentially significant physical impact on the environment and therefore does not constitute a “project” within the meaning of the California Environmental Quality Act. (Public Resources Code Section 21065; 14 CCR Section 15378(b)(4).) 3 of 428
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ATTACHMENTS

1. Professional Services Agreement with Townsend Public Affairs Report Prepared By: Coordinated With:

Louie Lacasella, Senior Management Analyst Pat Donegan, Assistant City Attorney 4 of 428
-1- PROFESSIONAL SERVICES AGREEMENT

CITY OF LAGUNA BEACH

PROFESSIONAL SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement #__________ is made and entered into this _____ day of ________, 20___, by and between the City of Laguna Beach, a municipal corporation organized under the laws of the State of California with its principal place of business at 505 Forest Avenue, Laguna Beach, California 92651 ("City") and Townsend Public Affairs a California corporation, with its principal place of business at 1401 Dove Street, Suite 430, Newport Beach, California 92660 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. RECITALS.

2.1 Consultant.

Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement.

Consultant represents that it is experienced in providing state and federal legislative advisory services to public clients, is licensed in the State of California, and is familiar with the plans of City.

2.2 Project.

City desires to engage Consultant to render such professional services for federal and state legislative advocacy services project ("Project") as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional federal and state legislative advocacy services services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

3.1.2 Term. The term of this Agreement shall be from September 24, 2025, to September 24, 2030, unless earlier terminated as provided herein. Consultant shall complete the 5 of 428
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Services within the term of this Agreement, and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Services.

3.2 Compensation.

3.2.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "C" of this Agreement.

Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City.

3.3 Responsibilities of Consultant.

Any personnel performing the Services on behalf of Consultant shall not be employees of City and shall at all times be under Consultant's exclusive direction and control. Neither City, or any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Consultants officers, employees or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law.

3.3.2 Schedule of Services. Consultant shall perform the Services in a prompt and timely manner and in accordance with the Schedule of Services set forth in Exhibit "B" 6 of 428
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attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services expeditiously. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.

3.3.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.

3.3.5 City's Representative. The City hereby City Manager, or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the Scope of Services or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City's behalf and to execute all necessary documents which enlarge the Scope of Services or change the Consultant's total compensation subject to the provisions contained in this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee.

3.3.6 Consultant's Representative. Consultant hereby designates Cori Takkinen, or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.3.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services 7 of 428
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necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its subconsultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.

3.3.9 Period of Performance.

Notwithstanding the foregoing in this section, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.

3.3.10 Laws and Regulations; Employee/Labor Certification.

3.3.10.1 Compliance with Laws. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations 8 of 428
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of such laws and regulations in connection with the Services and this Agreement. All violations of such laws and regulations shall be grounds for the City to terminate the Agreement for cause.

3.3.10.5 Water Quality Management and Compliance. Consultant shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, without limitation, all applicable provisions of the City’s ordinances regulating water quality and storm water; the Federal Water Pollution Control Act (33 U.S.C. § 1251, et seq.); the California Porter-Cologne Water Quality Control Act (Water Code § 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such authority. Consultant must additionally comply with the lawful requirements of the City, and any other municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges. City may seek damages from Consultant for delay in completing the Services caused by Consultant’s failure to comply with the laws, regulations and policies described in this Section, or any other relevant water quality law, regulation, or policy.

3.3.10.7 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Agreement for cause.

3.3.10.8 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so.
(A) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 00 01, or the exact equivalent, with limits of not less than $2,000,000 per occurrence and no less than $4,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); (3) products/completed operations liability; or (4) containing any other exclusion(s) contrary to the terms or purposes of this Agreement. (B) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 00 01 covering "Any Auto" (Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $2,000,000 combined limit for each occurrence. (C) Workers' Compensation: Workers' Compensation
Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease. (D) Professional Liability (Errors & Omissions): Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant’s profession with limits of not less than $2,000,000. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least five (5) years from termination or expiration of this Agreement.

3.3.10.9 Insurance Endorsements. Required insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
(A) Commercial General Liability: (1) Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be additional insureds with 10 of 428
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regard to liability and defense of suits or claims arising out of the performance of the Agreement.

3.3.10.10 Primary and Non-Contributing Insurance. All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the City, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.

3.3.10.11 Waiver of Subrogation. All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
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3.3.10.12 Deductibles and Self-Insured Retentions. Any deductible or selfinsured retention must be approved in writing by the City and shall protect the City, its officials, officers, employees, agents, and volunteers in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.

3.3.10.13 Evidence of Insurance. The Consultant, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates on forms approved by the City, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.

3.3.10.14 Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and authorized to transact business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.

3.3.10.15 Enforcement of Agreement Provisions (non estoppel).

3.3.10.16 Requirements Not Limiting. Requirement of specific coverage or minimum limits contained in this Section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. The insurance obligations under this Agreement shall be: (1) all the insurance coverage and/or limits carried by or available to the Consultant; or (2) the minimum insurance coverage requirements and/or limits shown in this Agreement; whichever is greater. Any insurance proceeds in excess of or broader than the minimum required coverage and/or minimum required limits, which are applicable to a given loss, shall be available to the City. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of the Consultant under this Agreement.

3.3.10.17 Additional Insurance Provisions
(A) If any Excess or Umbrella Liability policies are used to meet the limits of liability required by this Agreement, then said policies shall be “following form” of the underlying policy coverage, terms, conditions, and provisions and shall meet all of the insurance requirements stated in this Agreement, including, but not limited to, the additional insured and 12 of 428
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primary & non-contributory insurance requirements stated herein. No insurance policies maintained by the City, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Consultant’s primary and excess liability policies are exhausted.
(B) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
(C) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
(D) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (E) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.
(F) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
(G) Consultant shall report to the City, in addition to Consultant’s insurer, any and all insurance claims submitted by Consultant in connection with the Services under this Agreement.

3.3.10.18 Insurance for Subconsultants. Consultant shall include all subconsultants engaged in any work for Consultant relating to this Agreement as additional insureds under the Consultant's policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant's policies. All policies of Commercial General Liability insurance provided by Consultant’s subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Consultant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant’s compliance with all insurance requirements under this Agreement, to 13 of 428
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the extent applicable. The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City.

3.4 Labor Code Requirements.

3.4.3 Compliance Monitoring. This Project may also be subject to compliance monitoring and enforcement by the DIR. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements, including the submission of payroll records directly to the DIR. Any stop orders issued by the DIR against Consultant or any subconsultant that affect Consultant’s performance of services, including any delay, shall be Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the DIR against Consultant or any subconsultant.

3.5 Termination of Agreement.

3.6 Indemnification.

3.6.1 To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s Services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses except such loss or damage caused by the sole negligence or willful misconduct of the City. Consultant's obligation to indemnify shall survive expiration or termination of this Agreement and shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.

3.6.2 If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent 15 of 428
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jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.

3.7 General Provisions.

3.7.2 Independent Contractors and Subcontracting.

Consultant: Townsend Public Affairs, Inc.
1401 Dove Street, Suite 430
Newport Beach, California 92660
ATTN: Cori Takkinen
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City: City of Laguna Beach
505 Forest Avenue
Laguna Beach, CA 92651
ATTN: City Manager’s Office
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.7.4 Ownership of Materials and Confidentiality.

3.7.4.3 Right to Use. City shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project or another project, provided that any such use not within the purposes intended by this Agreement or on a project other than this Project without employing the services of Consultant shall be at City’s sole risk. If City uses or reuses the Documents & Data on any project other than this Project, it shall remove the Consultant’s seal from the Documents & Data and indemnify and hold harmless 17 of 428
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Consultant and its officers, directors, agents and employees from claims arising out of the negligent use or re-use of the Documents & Data on such other project. Consultant shall be responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only with respect to the condition of the Documents & Data at the time they are provided to the City upon completion, suspension, abandonment or termination. Consultant shall not be responsible or liable for any revisions to the Documents & Data made by any party other than Consultant, a party for whom the Consultant is legally responsible or liable, or anyone approved by the Consultant.

3.7.6 Entire Agreement. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.

3.7.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.7.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.

3.7.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

3.7.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.
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3.7.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.7.16 No Third-Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.7.20 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

SIGNATURES ON NEXT PAGE
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SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF LAGUNA BEACH AND
TOWNSEND PUBLIC AFFAIRS INC.

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on the day and year first above written.

CITY OF LAGUNA BEACH TOWNSEND PUBLIC AFFAIRS INC.

By:

Its:

Printed Name:

By:

Its:

Printed Name:

Approved By:

City Manager
Approved as to Form:
_____________________________________
City Attorney
Attested By:

City Clerk
President
Christopher Townsend
Secretary
Christopher Townsend
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Exhibit “A-I-1” PROFESSIONAL SERVICES AGREEMENT
EXHIBIT "A"

SCOPE OF SERVICES

DESCRIPTION OF SERVICES MONTHLY FEE
State and Federal Legislative Advocacy Services
Years 1-3: $7,000*
Years 4-5: $8,000*
• Conduct Detailed Orientation Included
• Develop Legislative Strategy Included
• Implement the Legislative Strategy Included
• Build and Strengthen Relevant Relationships Included
• Leverage Relationships for Strategic Advocacy Plan Included • Coalition Building and Stakeholder Engagement Included • Coordinate Advocacy Trips Included
• Track Legislation Included
• Craft Testimony and Position Letters Included
• Draft Bill Language Included
• Engage in the Rule-Making Process Included
• State Budget Funding Opportunities Included
• Federal Earmark Opportunities Included
• Identify Funding Opportunities Included
• Provide Progress Reports Included
• Prepare and File Lobbying Disclosure Reports Included *The monthly fee includes all reasonable business and travel expenses. 22 of 428
Exhibit “B”-1 PROFESSIONAL SERVICES AGREEMENT
EXHIBIT "B"

SCHEDULE OF SERVICES
Intentionally left blank
23 of 428
Exhibit “C”-1 PROFESSIONAL SERVICES AGREEMENT
EXHIBIT "C"

COMPENSATION
ALL-INCLUSIVE RETAINER:

STAFF REPORT
Meeting Date:

September 23, 2025

CONSENT
20 SUBJECT: EMERGENCY MEDICAL DISPATCH SOFTWARE
RECOMMENDATION: It is recommended that the City Council:

1. Authorize the City Manager to purchase of Emergency Medical Dispatch Software ProQA from Priority Dispatch Corp. in an amount not to exceed $126,961, via an agreement approved by the City Attorney;

2. Approve the sole source procurement in accordance with Laguna Beach Municipal Code Section

2.30.050, based on the proprietary nature of the ProQA software as detailed in the attached Sole Source Letter such that the acquisition of this software can only be acquired from one vendor; and

3. Find that the recommended action is categorically exempt from the California Environmental Quality Act pursuant to CEQA Guidelines Section 15061(b)(3) (Common Sense).

Appropriation: Fund:

Submitted By: Niko King Approved: David A Kiff
Niko King, Fire Chief Dave Kiff, City Manager

SUMMARY OF THE MATTER
This report recommends that the City Council authorize the purchase of ProQA Emergency Medical Dispatch Software from Priority Dispatch Corp. in the amount of $126,961 to enhance the City’s emergency communications and pre-arrival medical instruction capabilities. Funding is budgeted in the FY 2025–26 CAD/RMS Fund; no additional appropriation is required. An agreement effectuating the purchase shall be approved by the City Attorney.

This project aligns with the City public safety and emergency preparedness goals by improving dispatcher support and reducing response times. The project is categorically exempt from CEQA under Section 15301 (Existing Facilities).

DISCUSSION
Background
The City of Laguna Beach Emergency Communications Center responds to approximately 3,000 medicalrelated 911 calls for service each year. During these 911 calls, an emergency dispatcher must ask pertinent questions to triage the patient's needs and dispatch the necessary resources. ProQA Emergency Medical Dispatch Software (ProQA) creates a questioning flow path to guide the emergency dispatcher.

Along with the question flow path, ProQA will assist the emergency dispatcher in providing pre-arrival instructions for lifesaving measures to the reporting party. Pre-arrival instructions include bleeding control, CPR instructions, administration of an EpiPen, and Heimlich Maneuvers, among others. 1 of 432

EMERGENCY MEDICAL DISPATCH SOFTWARE
September 23, 2025

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Laguna Beach City CouncilSeptember 23, 2025

Laguna Beach City Council
September 23, 2025