Agenda packet — Laguna Beach City Council, October 14, 2025 (part 2 of 3)

Sunset Serenades (Fall) Heisler Park September 4, 11, 18, and 25, 2026 5:30 p.m.

The Stage on Forest Forest Ave
Fri/Sat/Sun
April – December 2026
5:30 – 7:30 p.m. (Fri/Sat)
5 – 7 p.m. (Sun)
All performances are free, open to the public, and will feature amplified sound. The schedule at the Promenade on Forest may be modified due to anticipated construction activity. Musicians have been advised that programming may not begin until July 2026 at that site.

Administrative Action:

To facilitate implementation of the proposed 2026 performance schedule, staff recommends that the City Council authorize the City Manager to approve any necessary revisions to the dates or locations of the performances and to execute any related ancillary agreements, provided such agreements are in a form approved by the City Attorney. Any required use permits for these events will be submitted as the scheduled dates approach.

FINANCIAL ANALYSIS
The City Council previously approved funding for performance programming in the Arts Commission Special Programs budget of the Laguna Beach Tourism Marketing District which covers performances through June 30, 2026. Given that each of the above performances will not exceed the City Manager’s purchasing authority set forth in Chapter 2.30 of the Laguna Beach Municipal Code, such costs will be appropriated from the Arts Commission Special Programs budget accordingly.

ENVIRONMENTAL ANALYSIS
The proposed actions are categorically exempt from the provisions of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Regulations sections 15311 and 15323 (Class 11 and 23). Specifically, the actions involve the approval of City-funded artistic performance in various public areas with a past history of these areas used for these purpose. This includes the placement of seasonal or temporary use items such as sound, lighting, equipment and stage or similar items in generally the same locations from time to time in publicly owned parks, stadiums or other facilities designed for public use and consist of normal operations of existing facilities for public gatherings for which the facilities were designed where there is a past history of the facility being used for the same or similar kind of purpose

ATTACHMENTS

1. Arts Commission minutes 9/8/25 (Pg. 3)
Submitted By: Sian Poeschl Approved: .David A Kiff
Sian Poeschl, Cultural Arts
Manager
Dave Kiff, City Manager
Report Prepared By: Coordinated With:

Sian Poeschl, Cultural Arts Manager
2 of 238
2026 PERFORMANCE SCHEDULE FOR ARTS COMMISSION PROGRAMS
October 14, 2025

Page 3 of 3 ends

3 of 238

LAGUNA BEACH ARTS COMMISSION
Regular Meeting
Monday, September 8, 2025
Council Chambers
505 Forest Avenue, Laguna Beach, CA 92651
5:00 p.m.

Recap of Minutes
PRESENT: Commissioners: Donna Ballard, Michael Ervin, Joan Gladstone, Sindi Schwartz, Adam Schwerner, Carl Smith, and Nicole Strathman.

ABSENT: Commissioner: Pat Kollenda.

STAFF: Siân Poeschl, Cultural Arts Manager, and Karen Wood, Public Art Coordinator 1) Michael Ervin called the meeting to order at 5:00 p.m. 2026 Performance Dates – Staff Poeschl presented the proposed annual performance programming for 2026 which included Sunset Serenades (Spring and Fall) , Music in the Park, Circus Bella and the Promenade on Forest live music. Staff noted that due to the anticipated construction at the Promenade, musicians had been informed that there would be no bookings until at least July 1, 2026 which would result in savings in the Commission budget. Staff also noted the Laguna Beach Unified School District Calendar and the scheduling of Music in the Park. Commissioner Strathman clarified the LBUSD calendar in which she had been involved. A motion was made to approve the schedule as presented and in reviewing the schedule in 2026 to consider the LBUSD calendar and discuss reducing Music in the Park by one concert at the end of the schedule. Motion: Schwerner, Second: Strathman. Yeas: Ballard, Ervin, Gladstone, Schwartz, Schwerner, Smith, Strathman.

Attachment 1
3 4 of 238

STAFF REPORT
Meeting Date:

October 14, 2025

CONSENT
13 SUBJECT: CITY OF LAGUNA BEACH’S LOCAL HOUSING TRUST FUND APPLICATION

FOR GRANT FUNDS FROM THE STATE OF CALIFORNIA DEPARTMENT OF

HOUSING AND COMMUNITY DEVELOPMENT (HCD) LOCAL HOUSING

TRUST FUND PROGRAM FROM THE VETERANS AND AFFORDABLE
HOUSING BOND ACT OF 2018
RECOMMENDATION: It is recommended that the City Council:

1. Adopt a Resolution titled, “A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

LAGUNA BEACH, CALIFORNIA, AUTHORIZING THE LAGUNA BEACH LOCAL HOUSING TRUST FUND’S APPLICATION AND EXECUTION OF RELATED DOCUMENTS

UNDER THE STATE OF CALIFORNIA DEPARTMENT OF HOUSING AND COMMUNITY

DEVELOPMENT LOCAL HOUSING TRUST FUND PROGRAM FROM THE VETERANS AND AFFORDABLE HOUSING BOND ACT OF 2018”; and

2. Find the action is not a project subject to CEQA under Public Resources Code Section 21065 and Section 15378(b)(5) of the CEQA Guidelines.

SUMMARY OF THE MATTER
This report recommends that the City Council adopt a resolution required by the California Department of Housing and Community Development (HCD) to authorize a previously submitted $2.5 million grant application under Round 5 of the Local Housing Trust Fund (LHTF) Program, authorize the City Manager and Assistant City Managers to act as signatories for all required program documents, and confirms the City’s commitment to utilize funds in compliance with program regulations and to provide the required local funding match, if the grant funds are awarded. (Attachment 1.) The action supports the City’s efforts to secure funding for affordable housing development through the Laguna Beach Local Housing Trust Fund (LBLHTF).

DISCUSSION
On April 9, 2024, the City Council approved the establishment of the LBLHTF (Attachment 2). This action created a dedicated local mechanism to apply for and receive state and federal housing grants.

At the same meeting, the City authorized the submittal of a $2.5 million grant application to the California Department of HCD under Round 5 of the LHTF Program Notice of Funding Availability (NOFA) dated July 9, 2024. As part of the application, the City committed to a conditional dollar-for-dollar match of the grant funds, totaling an additional $2.5 million.

The table below identifies the specific City funding sources and corresponding allocations to meet the required $2.5 million local match. During the April 9, 2024 City Council meeting, the balances of the Housing In-Lieu Fee Fund and the Housing Fund were lower than their current balances as of October 7, 2025. Staff has amended the proposed source contributions to reflect the increase in available housing funds, which reduces the draw from the Parking Fund by $800,000. 1 of 246
Resolution for the Laguna Beach Local Housing Trust Fund October 14, 2025

Page 2 of 3 ends

Although the combined housing funds could fully satisfy the $2.5 million match, staff recommends retaining a portion of the Housing Fund for other housing-related programs. For example, the Aging in Place Program partnership with Habitat for Humanity, which provides home modifications for senior citizens, has expended its current allocation. Staff anticipates returning to the City Council in the coming months to recommend continuing the program with an appropriation of $100,000.

Fund
Available Fund
Balance as of
10/07/2025
Amount for Grant
Match Identified
April 9, 2024
Proposed Adjustment
to Grant Match Based
on Available Fund
Balance
Inclusionary Housing In-Lieu
Fees
$779,990 $447,000 $779,990
Housing Fund $1,766,277 $950,000 $1,500,000
Parking Fund $3,241,446 $1,103,000 $220,010
Total $5,787,713 $2,500,000 2,500,000
HCD is now in the final stages of reviewing applications and has requested that the City adopt a formal resolution authorizing designated staff to execute program-related documents. Adoption of this resolution is a necessary condition for the City to remain eligible for award consideration and to execute the grant agreement if selected.

The resolution authorizes the City Manager and Assistant City Managers to act as signatories for all required program documents and confirms the City’s commitment to utilize funds in compliance with program regulations and to provide the required local funding match.

FINANCIAL ANALYSIS
There is no immediate fiscal impact from adoption of the resolution. If awarded, the City will receive $2.5 million in state grant funds and will be required to provide a matching amount of $2.5 million from identified local sources. A future appropriation will be brought to the City Council for approval prior to accepting and expending grant funds or matching funds.

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; 2 of 246
Resolution for the Laguna Beach Local Housing Trust Fund October 14, 2025

Page 3 of 3 ends

14 CCR Section 15378(b)(5).) The recommended action relates to acquisition of funds for affordable housing projects without binding the City to a project or particular course of action that would have a direct or indirect physical change in the environment.

ATTACHMENTS

1. Resolution for HCD Grant (Pgs. 4-7)

2. April 9, 2024, City Council Meeting Minutes (Pg. 8)
Submitted By:
.

Approved: .David A Kiff
Jeremy Frimond, Assistant City
Manager
Dave Kiff, City Manager
Report Prepared By: Coordinated With:

Jeremy Frimond, Assistant City Manager Jane Abzug, Assistant City Attorney 3 of 246
RESOLUTION NO. 25.XXX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

LAGUNA BEACH, CALIFORNIA, AUTHORIZING THE
LAGUNA BEACH LOCAL HOUSING TRUST FUND’S

APPLICATION AND EXECUTION OF RELATED

DOCUMENTS UNDER THE STATE OF CALIFORNIA

DEPARTMENT OF HOUSING AND COMMUNITY

DEVELOPMENT LOCAL HOUSING TRUST FUND

PROGRAM FROM THE VETERANS AND AFFORDABLE
HOUSING BOND ACT OF 2018
WHEREAS, the State of California (the “State”) Department of Housing and Community Development (“Department”) is authorized to provide up to $53 million under the Local Housing Trust Fund (“LHTF”) Program from the Veterans and Affordable Housing Bond Act of 2018 (Proposition 1) (as described in Health and Safety Code (“HSC”) section 50842.2 et seq. (Chapter 365, Statutes of 2017 (SB 3)) (“Program”); and
WHEREAS, the Department issued a Notice of Funding Availability (“NOFA”) dated July 9, 2024, under the LHTF Program; and
WHEREAS, on April 9, 2024, the City Council of the City of Laguna Beach (“Applicant”) approved the establishment of the Laguna Beach Local Housing Trust Fund; and WHEREAS, Applicant is an eligible Local Housing Trust Fund applying to the Program to administer one or more eligible activities using Program Funds; and WHEREAS, the Department may approve funding allocations for the LHTF Program, subject to the terms and conditions of HSC section 50842.2, the LHTF Program Guidelines (“Guidelines”), NOFA, Program requirements, the LHTF Standard Agreement and other related contracts between the Department and LHTF award recipients.

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

Attachment 1
4 4 of 246
-2- Reso. #
SECTION 1. If Applicant receives an award of LHTF funds from the Department pursuant to the above referenced LHTF NOFA, it represents and certifies that it will use all such funds on eligible projects in a manner consistent and in compliance with all applicable state and federal statutes, rules, regulations, and laws, including, without limitation, all rules and laws regarding the LHTF Program, as well as any and all contracts Applicant may have with the Department (“Eligible Project”).

SECTION 2. The City of Laguna Beach City Manager and Assistant City Managers are hereby authorized to act as the manager in connection with the Department's award of funds for Eligible Projects pursuant to the above-described NOFA in an amount not to exceed $2,500,000 (the "LHTF Award").

SECTION 3. Applicant hereby agrees to match on a dollar-for-dollar basis the LHTF Award pursuant to LHTF Program Guidelines Section 104. Applicant hereby agrees to utilize matching finds on a dollar-for-dollar basis for the same Eligible Project for which Program funds are used, as required by HSC section 50843.5(c).

SECTION 4. Pursuant to Attachment 1, which is attached hereto and incorporated herein by reference, and the Applicant’s certification in this resolution, the LHTF funds will be expended only for Eligible Projects and consistent with all program requirements.

SECTION 6. Applicant shall be subject to the terms and conditions as specified in the LHTF Standard Agreement, HCS section 50842.2, and LHTF Program Guidelines SECTION 7. The City Manager and Assistant City Managers are authorized to execute the LHTF Program Application, the LHTF Standard Agreement, and any subsequent amendments or modifications thereto, as well as any other documents which are related to the Program or the LHTF Award to Applicant, as the Department may deem appropriate. 5 5 of 246
-3- Reso. #
ADOPTED this 14th day of October 2025.

Alex Rounaghi, Mayor
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 _____________, 2025, by the following vote:

AYES: COUNCILMEMBERS:

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:

City Clerk, City of Laguna Beach, California
6 6 of 246
-4- Reso. #
ATTACHMENT 1
Summary of Use of Program Funds and Matching Funds
Affordable Housing Projects. The City anticipates the Program Funds and Matching Funds to be used to fund to two specific projects for which the City has issued letters of intent. Each project has committed to spending at least 30% of the Local Housing Trust Fund funds for extremely low-income households. Funds not used for extremely low-income households will be used for lower-income households with household income of no more than 80 percent AMI.

The City anticipates using 100% of funds for affordable housing projects, specifically the provision of construction loans and/or permanent financing, of which a maximum of 5% may be used for administrative costs by the project.

Project Applicant AMI Levels
Served
Funding
Amounts
Requested
Preliminary
Funding
Amount
Status
340 St.

Ann’s
Related
California
Low, Very
Low,
Extremely
Low
$5,000,000 $5,000,000 Application
forthcoming
Total Requested $5,000,000* 5,000,000&
*Represents more than 2 times the $2,500,000 requested by the City of Laguna Beach from HCD’s Local Housing Trust Fund program.
7 7 of 246
Attachment 2
8 of 246

STAFF REPORT
Meeting Date:

October 14, 2025

CONSENT
14 SUBJECT: CONSIDERATION OF: (I) AN URGENCY ORDINANCE OF THE CITY COUNCIL OF THE CITY OF LAGUNA BEACH, CALIFORNIA, ADDING CHAPTER 3.10 TO TITLE 3 (FINANCE) OF THE CITY OF LAGUNA BEACH MUNICIPAL CODE

RELATING TO COLLECTION OPTIONS FOR UNPAID TRANSIENT
OCCUPANCY TAX IN THE CITY; (II) AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF LAGUNA BEACH, CALIFORNIA, ADDING CHAPTER 3.10 TO TITLE 3 (FINANCE) OF THE CITY OF LAGUNA BEACH MUNICIPAL CODE

RELATING TO COLLECTION OPTIONS FOR UNPAID TRANSIENT
OCCUPANCY TAX IN THE CITY; (III) AND FINDING THESE EXEMPT FROM

THE CALIFORNIA ENVIRONMENTAL QUALITY ACT
RECOMMENDATION: It is recommended that the City Council:

1. Waive full reading and adopt by title only an Urgency Ordinance titled, “AN URGENCY

ORDINANCE OF THE CITY COUNCIL OF THE CITY OF LAGUNA BEACH, CALIFORNIA, ADDING CHAPTER 3.10 TO TITLE 3 (FINANCE) OF THE CITY OF LAGUNA BEACH

MUNICIPAL CODE RELATING TO COLLECTION OPTIONS FOR UNPAID TRANSIENT

OCCUPANCY TAX IN THE CITY AND FINDING THE SAME EXEMPT FROM THE CALIFORNIA ENVIRONMENTAL QUALITY ACT”;

2. Waive full reading and introduce for first reading by title only an Ordinance titled, “AN

ORDINANCE OF THE CITY COUNCIL OF THE CITY OF LAGUNA BEACH, CALIFORNIA, ADDING CHAPTER 3.10 TO TITLE 3 (FINANCE) OF THE CITY OF LAGAUNA BEACH

MUNICIPAL CODE RELATING TO COLLECTION OPTIONS FOR UNPAID TRANSIENT

OCCUPANCY TAX IN THE CITY AND FINDING THE SAME EXEMPT FROM THE CALIFORNIA ENVIRONMENTAL QUALITY ACT”; and

3. Find that the ordinances are not projects subject to CEQA pursuant to CEQA Guidelines Section (15378(b)(5)).

SUMMARY OF THE MATTER
The proposed urgency ordinance and ordinance will add Chapter 3.10 to the Laguna Beach Municipal Code (“LBMC”) to provide the City an additional enforcement options to collect unpaid and delinquent transient occupancy tax (“City TOT”). Specifically, the ability for the City to record – and possibly enforce – a lien on the properties (or other properties owned by the operator) that were subject to the City TOT that went unpaid or delinquent.

DISCUSSION
The proposed identical urgency ordinance and regular ordinance amend Title 3 (Finance) of the LBMC to add Chapter 3.10 (Collection of Unpaid Tax). Specifically, these ordinances add an option to the City’s options to collect on unpaid City TOT – the authority to record and file a lien against operators in the City that fail to remit City TOT. Existing City law does not explicitly provide this authority to record liens for unpaid City TOT.
1 of 274
Consideration of an Urgency Ordinance
October 14, 2025

Page 2 of 2 ends

Sometimes, operators in the City that are subject to the City TOT fail to pay the City TOT that they collect from patrons. Based on the existing provisions of the LBMC, the City's sole civil remedy for collection of unpaid and delinquent TOT is to sue the operators. This process is time consuming and costly for the City and may not make financial sense depending on the amount of unpaid City TOT.

The option to allow the City Manager, or their designee, after certain notice periods to record a lien on the at-issue property or any other property in the City owned by the operator, including interest and penalties.

Once the lien is recorded, the ordinances do have other enforcement options against the operator by the City (warrant and cause sale of property, seizure and sale or personal property). Further, the ordinances apply to successors in interest and allow possible buyers to contact the City to get up to speed on any unpaid City TOT.

Currently, a few operators in the City are in arrears with the City for unpaid City TOT and the properties in question could be subject to legal actions that result in a change of ownership. In order to ensure any possible future owner of these properties is put on notice, and that the City’s right to the City TOT that was collected from patrons, the ordinance is proposed to the City Council as an urgency ordinance pursuant to Government Code 36937. A regular version of the ordinance is also proposed as back-up in case there is any regarding the urgency nature of the item.

FINANCIAL ANALYSIS
Amendment to the LBMC to add Chapter 3.10 would provide the City with additional options to collect unpaid and delinquent City TOT, thus improving the City's TOT collection rate. In the event that the City's collection efforts articulated in the proposed amendments are unsuccessful, the City would pay a modest fee to record a lien with the County.

ENVIRONMENTAL ANALYSIS
These actions are not projects subject to CEQA, because it is an organizational or administrative activity that will not result in direct or indirect physical changes in the environment. (CEQA Guidelines Section (15378(b)(5)).

ATTACHMENTS

1. Urgency Ordinance (Pgs. 3-8)

2. Ordinance (Pgs. 9-14)
Submitted By: Megan Garibaldi Approved: .David A Kiff
Megan Garibaldi, City Attorney Dave Kiff, City Manager
Report Prepared By: Coordinated With:

Patrick Donegan, Assistant City Attorney
2 of 274
URGENCY ORDINANCE NO. XXXX

AN URGENCY ORDINANCE OF THE CITY COUNCIL OF THE CITY
OF LAGUNA BEACH, CALIFORNIA, ADDING CHAPTER 3.10 TO
TITLE 3 (FINANCE) OF THE CITY OF LAGUNA BEACH MUNICIPAL

CODE RELATING TO COLLECTION OPTIONS FOR UNPAID

TRANSIENT OCCUPANCY TAX IN THE CITY AND FINDING THE

SAME EXEMPT FROM THE CALIFORNIA ENVIRONMENTAL

QUALITY ACT
WHEREAS, the City of Laguna Beach, California (“City”) is a municipal corporation, duly organized under the constitution and laws of the State of California; and WHEREAS, like many other jurisdictions throughout the State, the City imposes a transient occupancy tax on properties in the City offering, among other things, rentals for a period of thirty days or less via Laguna Beach Municipal Code Chapter 5.05 (“City TOT”); and WHEREAS, from time to time, some operators subject to the City TOT fail to pay the required tax – despite collecting this tax from transients in the City; and WHEREAS, at present failure to remit the City TOT is a misdemeanor and/or is subject to a civil action brought by the City to collect unpaid and delinquent City TOT; and WHEREAS, the existing legal remedies for the City are time consuming and costly processes that require substantive staff time and resources which makes pursing these remedies for the varying amounts overly burdensome; and
WHEREAS, the proposed addition of Chapter 3.10 to the Laguna Beach Municipal Code would authorize the City to record a lien on real property in the event operators of these properties fail to timely remit payment of the City TOT that they have collected from their patrons, providing a strong incentive for timely payment of the City TOT to avoid this lien on title of the property; and
Attachment 1
3 3 of 274
-2- Ord. XXXX
WHEREAS, certain properties in the City that were subject to the City TOT have gone multiple quarters without paying the City TOT, despite collecting from patrons and these same properties may be subject to foreclosure or other legal mechanisms that could result in a change of ownership; and
WHEREAS, it is imperative that the City’s interest in ensuring the collection of City TOT that was paid by individuals in the City is protected; and WHEREAS, in order to protect the public safety, health and welfare, the City Council may adopt this Urgency Ordinance by a four-fifths vote of the City Council in accordance with Government Code section 36937.

NOW, THEREFORE THE CITY COUNCIL OF THE CITY OF LAGUNA BEACH DOES ORDAIN, AS FOLLOWS:

SECTION 1. The recitals above are each incorporated by reference and adopted as findings by the City Council.

SECTION 2. Environmental Review. This Urgency Ordinance is not a project subject to CEQA, because it is an organizational or administrative activity that will not result in direct or indirect physical changes in the environment. (CEQA Guidelines Section (15378(b)(5)).

SECTION 3. Urgency Findings. Given the foregoing, the City Council hereby finds that there is an immediate threat to the public health, safety, and welfare as ensuring City TOT that has been collected from transients in the City is properly remitted to the City contributes to maintaining ongoing vital City services while protecting the City’s reputation as a visitor friendly location.

Operators of the properties that collected the City TOT should not be unjustly enriched by collecting - but failing to remit the City TOT. Further, the remedy that would be permitted under the proposed Urgency Ordinance allows the City to avoid costly and time-consuming legal processes in order to ensure remittance of the City TOT. 4 4 of 274
-3- Ord. XXXX
SECTION 4. Laguna Beach Municipal Code Amendment. Title 3 of the Laguna Beach Municipal Code is amended to add Chapter 3.10 to read in full as follows:

Chapter 3.10

COLLECTION OF UNPAID TAX

3.10.010 Purpose.

The purpose of this Chapter is to establish one possible procedure for the collection of unpaid taxes due under Chapter 5.50 of the Laguna Beach Municipal Code related to transient uses (“City TOT”). Specifically, this Chapter is established to allow, among other remedies, the City to record liens against real property used in the operation of transient occupancies for unpaid City TOT, penalties, and interest. This Chapter shall not be the exclusive remedy of the City and any and all other legal means to recover unpaid City TOT shall remain available to the City.

3.10.020 Lien for Unpaid City TOT.
(a) In any amount required to be paid to the city under the ordinance codified in Chapter 5.50 is not paid when due, the City Manager, or their designee, upon expiration of any applicable time period and appeal found in sections 5.05.110 and 5.05.120 of this Code, may, within four years after the amount is due, record in the office(s) of the county recorder(s) of any county in the State of California a certificate specifying the amount of tax, penalties, and interest due, the name and address of the operator (as defined by section 5.05.020) liable for the same, and the fact that the City Manager, or their designee, has complied with all provisions of this Code and any other legal requirement in the determination of the amount required to be paid. From the time of the recording, the amount required to be paid, together with penalties and interest, shall constitute a lien upon any and all real property in any county owned by the operator or thereafter acquired by the operator. The lien shall have the force, effect, and priority of a judgment lien, and shall continue for ten years from the time of filing of the certificate unless sooner released or otherwise discharged. The lien may be renewed in the same manner as the renewal of judgment liens under state law. (b) Priority and Lien of Tax. The amounts required to be paid by any operator under this Code with penalties and interest shall be satisfied first in any of the following cases:
(1) Whenever the person is insolvent;
(2) Whenever the person makes a voluntary assignment of his or her assets; (3) Whenever the estate of the person in the hands of executors, administrators, or heirs is insufficient to pay all the debts due from the deceased; or (4) Whenever the estate and effects of an absconding, concealed, or absent person required to pay any amount under this Code are levied upon by process of law.

This chapter does not give the city a preference over any recorded lien which is attached prior to the date when the amounts required to be paid became a lien or any other liens that take priority by virtue of other State of Federal law.
5 5 of 274
-4- Ord. XXXX

3.10.030 Warrant for collection of tax
At any time after any operator is delinquent in the payment of any amount herein required to be paid off after recording a certificate of lien under section 3.10.020, the City Manager, or their designee, may issue a warrant directed to any sheriff or marshal for the enforcement of any liens and for the collection of any amount required to be paid to the city under this Code. The warrant shall have the same effect as a writ of execution, and be executed in the same manner and with the same effect as a levy and sale pursuant to a writ of execution. The City Manager, or their designee may pay or advance to the sheriff or marshal such fees, commissions, and expenses for services as are provided by law for similar services pursuant to a writ of execution.

3.10.040 Seizure and sale.

At any time after any operator is delinquent in the payment of any City TOT amount, the City Manager, or their designee, may forthwith collect the amount in the following manner: The City Manager, or their designee, shall seize any property, real or personal, of the operator and sell the property, or a sufficient part of it, at public auction to pay the amount due, together with any penalties and interest, imposed for the delinquency and any costs incurred on account of the seizure and sale. Any seizure made to collect occupancy taxes due shall be only of property of the operator not exempt from execution under the provisions of the California Code of Civil Procedure or any other applicable law.

3.10.050 Successor's and Assignee's Responsibility and Liability. (a) If any operator, while liable for any amount under this Code, sells, assigns, or otherwise transfers the hotel or quits the hotel, whether voluntarily or involuntarily, the operator's subsequent successor, assign, other transferee, or other person or entity obtaining ownership or control of the hotel, shall satisfy any transient occupancy tax liability owed to the city associated with the property. Failure to do so for the benefit of the city will result in the successor operator, assign, purchaser, transferee, or other person or entity obtaining ownership or control of the hotel being personally liable to the city for the full amount of the transient occupancy tax liability, which includes interest and penalties. (b) The successor operator, assign, purchaser, transferee, or other person or entity seeking to obtain ownership or control of the hotel shall notify the City Manager, or their designee, of the date of transfer at least thirty days prior to the transfer date; or if the agreement to sell, transfer, or otherwise dispose of the hotel was made less than thirty days prior to the date of transfer, notice shall be provided immediately. (c) The successor operator, assign, purchaser, transferee, or other person or entity who obtains ownership or control of the hotel shall be deemed to have complied with the requirement of this section to satisfy the unpaid transient occupancy tax liability, if that person or entity complies with the requirements of California Revenue and Taxation Code Section 7283.5 by withholding from the purchase price an amount sufficient to cover the tax liability, or by otherwise paying the tax liability until the City Manager, or their designee, provides a transient occupancy tax clearance certificate showing that it has been paid and stating that no amount is due through the date of transfer.
(d) The City Manager, or their designee, within ninety days of receiving a written request from a successor operator, assign, purchaser, transferee, or other person or entity who obtains or 6 6 of 274
-5- Ord. XXXX
attempts to obtain ownership or control of the hotel, may issue a transient occupancy tax clearance certificate stating either the amount of tax liability due and owing for the property, or stating that there is no tax liability due and owing for the property. The City Manager, or their designee, may also request financial records from the current or former owner or operator to conduct an audit of the transient occupancy tax that may be due and owing. After completing the audit within ninety days after the date that the records were made available, the City Manager, or their designee, may issue a tax clearance certificate within thirty days of completing the audit, stating the amount of the tax liability owed, if any. If the city determines that the records provided for an audit are insufficient, the City Manager, or their designee, may rely on the facts and information available to estimate any transient occupancy tax liability associated with the property. The City Manager, or their designee, may issue a tax clearance certificate stating the amount of the tax liability, if any, based on such facts and information available. A written application for a hearing on the amount assessed on the tax clearance certificate must be made within ten days after the serving or mailing of the certificate. The hearing provision of section 5.05.120 shall apply.

If an application for a hearing is not made within the time prescribed, the tax clearance certificate shall serve as conclusive evidence of the tax liability associated with the property as of the date specified on the certificate.

SECTION 6. Publication. The City Clerk is directed to certify the adoption of this Ordinance and post or publish this Ordinance as required by law.

SECTION 5. Custodian of Records. The custodian of records for this Ordinance is the City Clerk and the records comprising the administrative record are located at 505 Forest Avenue, Laguna Beach, CA 92651.

SECTION 5. Severability. If any provision of this Ordinance or its application to any person or circumstance is held to be invalid by a court of competent jurisdiction, such invalidity has no effect on the other provisions or applications of the Ordinance that can be given effect without the invalid provision or application, and to this extent, the provisions of this Ordinance are severable. The City Council declares that it would have adopted this Ordinance irrespective of the invalidity of any portion thereof.

ADOPTED this _____ day of ____________, 2025.

Alex Rounaghi, Mayor
7 7 of 274
-6- Ord. XXXX
ATTESTED ON: ____________________________
(Date)
Ann Marie McKay, City Clerk
APPROVED AS TO FORM:
____________
Megan Garibaldi, City Attorney
I, Ann Marie McKay, City Clerk of the City of Laguna Beach, do hereby certify that the foregoing Ordinance No. XXXX was introduced at a regular meeting of the City Council on _______________, 2025, and was finally adopted at a regular meeting of the City Council of said City held on _______________, 2025, by the following vote:

AYES: COUNCILMEMBER(S):

NOES: COUNCILMEMBER(S):

ABSTAIN: COUNCILMEMBER(S):

ABSENT: COUNCILMEMBER(S):

City Clerk, City of Laguna Beach, CA
8 8 of 274
ORDINANCE NO. XXXX

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
LAGUNA BEACH, CALIFORNIA, ADDING CHAPTER 3.10 TO TITLE
3 (FINANCE) OF THE CITY OF LAGUNA BEACH MUNICIPAL CODE

RELATING TO COLLECTION OPTIONS FOR UNPAID TRANSIENT

OCCUPANCY TAX IN THE CITY AND FINDING THE SAME EXEMPT

FROM THE CALIFORNIA ENVIRONMENTAL QUALITY ACT
WHEREAS, the City of Laguna Beach, California (“City”) is a municipal corporation, duly organized under the constitution and laws of the State of California; and WHEREAS, like many other jurisdictions throughout the State, the City imposes a transient occupancy tax on properties in the City offering, among other things, rentals for a period of thirty days or less via Laguna Bech Municipal Code Chapter 5.05 (“City TOT”); and WHEREAS, from time to time, some operators subject to the City TOT fail to pay the required tax – despite collecting this tax from transients in the City; and WHEREAS, at present failure to remit the City TOT is a misdemeanor and/or is subject to a civil action brought by the City to collect unpaid and delinquent City TOT; and WHEREAS, the existing legal remedies for the City are time consuming and costly processes that require substantive staff time and resources which makes pursing these remedies for the varying amounts overly burdensome; and
WHEREAS, the proposed addition of Chapter 3.10 to the Laguna Beach Municipal Code would authorize the City to record a lien on real property in the event operators of these properties fail to timely remit payment of the City TOT that they have collected from their patrons, providing a strong incentive for timely payment of the City TOT to avoid this lien on title of the property; and
Attachment 2
9 9 of 274
-2- Ord. XXXX
WHEREAS, certain properties in the City that were subject to the City TOT have gone multiple quarters without paying the City TOT, despite collecting from patrons and these same properties may be subject to foreclosure or other legal mechanisms that could result in a change of ownership; and
WHEREAS, it is imperative that the City’s interest in ensuring the collection of City TOT that was paid by individuals in the City is protected; and

NOW, THEREFORE THE CITY COUNCIL OF THE CITY OF LAGUNA BEACH DOES ORDAIN, AS FOLLOWS:

SECTION 1. The recitals above are each incorporated by reference and adopted as findings by the City Council.

SECTION 2. Environmental Review. This Ordinance is not a project subject to CEQA, because it is an organizational or administrative activity that will not result in direct or indirect physical changes in the environment. (CEQA Guidelines Section (15378(b)(5)).

SECTION 3. Laguna Beach Municipal Code Amendment. Title 3 of the Laguna Beach Municipal Code is amended to add Chapter 3.10 to read in full as follows:

Chapter 3.10

COLLECTION OF UNPAID TAX

3.10.010 Purpose.

3.10.020 Lien for Unpaid City TOT.
(a) In any amount required to be paid to the city under the ordinance codified in Chapter 5.50 is not paid when due, the City Manager, or their designee, upon expiration of any applicable time period and appeal found in sections 5.05.110 and 5.05.120 of this Code, may, within 10 10 of 274
-3- Ord. XXXX
four years after the amount is due, record in the office(s) of the county recorder(s) of any county in the State of California a certificate specifying the amount of tax, penalties, and interest due, the name and address of the operator (as defined by section 5.05.020) liable for the same, and the fact that the City Manager, or their designee, has complied with all provisions of this Code and any other legal requirement in the determination of the amount required to be paid. From the time of the recording, the amount required to be paid, together with penalties and interest, shall constitute a lien upon any and all real property in any county owned by the operator or thereafter acquired by the operator. The lien shall have the force, effect, and priority of a judgment lien, and shall continue for ten years from the time of filing of the certificate unless sooner released or otherwise discharged. The lien may be renewed in the same manner as the renewal of judgment liens under state law. (b) Priority and Lien of Tax. The amounts required to be paid by any operator under this Code with penalties and interest shall be satisfied first in any of the following cases:
(1) Whenever the person is insolvent;
(2) Whenever the person makes a voluntary assignment of his or her assets; (3) Whenever the estate of the person in the hands of executors, administrators, or heirs is insufficient to pay all the debts due from the deceased; or (4) Whenever the estate and effects of an absconding, concealed, or absent person required to pay any amount under this Code are levied upon by process of law.

3.10.040 Seizure and sale.

At any time after any operator is delinquent in the payment of any City TOT amount, the City Manager, or their designee, may forthwith collect the amount in the following manner: The City Manager, or their designee, shall seize any property, real or personal, of the operator and sell the property, or a sufficient part of it, at public auction to pay the amount due, together with any penalties and interest, imposed for the delinquency and any costs incurred on account of the seizure and sale. Any seizure made to collect occupancy taxes due shall be only of property of the operator 11 11 of 274
-4- Ord. XXXX
not exempt from execution under the provisions of the California Code of Civil Procedure or any other applicable law.

3.10.050 Successor's and Assignee's Responsibility and Liability. (a) If any operator, while liable for any amount under this Code, sells, assigns, or otherwise transfers the hotel or quits the hotel, whether voluntarily or involuntarily, the operator's subsequent successor, assign, other transferee, or other person or entity obtaining ownership or control of the hotel, shall satisfy any transient occupancy tax liability owed to the city associated with the property. Failure to do so for the benefit of the city will result in the successor operator, assign, purchaser, transferee, or other person or entity obtaining ownership or control of the hotel being personally liable to the city for the full amount of the transient occupancy tax liability, which includes interest and penalties. (b) The successor operator, assign, purchaser, transferee, or other person or entity seeking to obtain ownership or control of the hotel shall notify the City Manager, or their designee, of the date of transfer at least thirty days prior to the transfer date; or if the agreement to sell, transfer, or otherwise dispose of the hotel was made less than thirty days prior to the date of transfer, notice shall be provided immediately. (c) The successor operator, assign, purchaser, transferee, or other person or entity who obtains ownership or control of the hotel shall be deemed to have complied with the requirement of this section to satisfy the unpaid transient occupancy tax liability, if that person or entity complies with the requirements of California Revenue and Taxation Code Section 7283.5 by withholding from the purchase price an amount sufficient to cover the tax liability, or by otherwise paying the tax liability until the City Manager, or their designee, provides a transient occupancy tax clearance certificate showing that it has been paid and stating that no amount is due through the date of transfer.
(d) The City Manager, or their designee, within ninety days of receiving a written request from a successor operator, assign, purchaser, transferee, or other person or entity who obtains or attempts to obtain ownership or control of the hotel, may issue a transient occupancy tax clearance certificate stating either the amount of tax liability due and owing for the property, or stating that there is no tax liability due and owing for the property. The City Manager, or their designee, may also request financial records from the current or former owner or operator to conduct an audit of the transient occupancy tax that may be due and owing. After completing the audit within ninety days after the date that the records were made available, the City Manager, or their designee, may issue a tax clearance certificate within thirty days of completing the audit, stating the amount of the tax liability owed, if any. If the city determines that the records provided for an audit are insufficient, the City Manager, or their designee, may rely on the facts and information available to estimate any transient occupancy tax liability associated with the property. The City Manager, or their designee, may issue a tax clearance certificate stating the amount of the tax liability, if any, based on such facts and information available. A written application for a hearing on the amount assessed on the tax clearance certificate must be made within ten days after the serving or mailing of the certificate. The hearing provision of section 5.05.120 shall apply. 12 12 of 274
-5- Ord. XXXX
If an application for a hearing is not made within the time prescribed, the tax clearance certificate shall serve as conclusive evidence of the tax liability associated with the property as of the date specified on the certificate.

SECTION 4. Certification. The City Clerk shall certify to the adoption of this ordinance and, within 15 days after its adoption, shall cause it to be published in accordance with California Law.

SECTION 6. Severability. If any provision of this Ordinance or its application to any person or circumstance is held to be invalid by a court of competent jurisdiction, such invalidity has no effect on the other provisions or applications of the Ordinance that can be given effect without the invalid provision or application, and to this extent, the provisions of this Ordinance are severable. The City Council declares that it would have adopted this Ordinance irrespective of the invalidity of any portion thereof.

SECTION 7. Effective Date. This Ordinance shall take thirty days after its passage and adoption pursuant to California Government Code section 36937.

ADOPTED this _____ day of ____________, 2025.

Alex Rounaghi, Mayor
ATTESTED ON: ____________________________
(Date)

Ann Marie McKay, City Clerk
13 13 of 274
-6- Ord. XXXX
APPROVED AS TO FORM:
____________
Megan Garibaldi, City Attorney
I, Ann Marie McKay, City Clerk of the City of Laguna Beach, do hereby certify that the foregoing Ordinance No. XXXX was introduced at a regular meeting of the City Council on _______________, 2025, and was finally adopted at a regular meeting of the City Council of said City held on _______________, 2025, by the following vote:

AYES: COUNCILMEMBER(S):

NOES: COUNCILMEMBER(S):

ABSTAIN: COUNCILMEMBER(S):

ABSENT: COUNCILMEMBER(S):

City Clerk, City of Laguna Beach, CA
14 14 of 274
Ord. XXXX
URGENCY ORDINANCE NO. XXXX

AN URGENCY ORDINANCE OF THE CITY COUNCIL OF THE CITY
OF LAGUNA BEACH, CALIFORNIA, ADDING CHAPTER 3.10 TO
TITLE 3 (FINANCE) OF THE CITY OF LAGUNA BEACH MUNICIPAL

CODE RELATING TO COLLECTION OPTIONS FOR UNPAID

TRANSIENT OCCUPANCY TAX IN THE CITY AND FINDING THE

SAME EXEMPT FROM THE CALIFORNIA ENVIRONMENTAL

QUALITY ACT
WHEREAS, the City of Laguna Beach, California (“City”) is a municipal corporation, duly organized under the constitution and laws of the State of California; and WHEREAS, like many other jurisdictions throughout the State, the City imposes a transient occupancy tax on properties in the City offering, among other things, rentals for a period of thirty days or less via Laguna Beach Municipal Code Chapter 5.05 (“City TOT”) ; and WHEREAS, from time to time, some operators subject to the City TOT fail to pay the required tax – despite collecting this tax from transients in the City; and WHEREAS, at present failure to remit the City TOT is a misdemeanor and/or is subject to a civil action brought by the City to collect unpaid and delinquent City TOT; and WHEREAS, the existing legal remedies for the City are time consuming and costly processes that require substantive staff time and resources which makes pursing these remedies for the varying amounts overly burdensome; and
WHEREAS, the proposed addition of Chapter 3.10 to the Laguna Beach Municipal Code would authorize the City to record a lien on real property in the event operators of these properties fail to timely remit payment of the City TOT that they have collected from their patrons, providing a strong incentive for timely payment of the City TOT to avoid this lien on title of the property; and
15 of 274
-2- Ord. XXXX
WHEREAS, certain properties in the City that were subject to the City TOT have gone multiple quarters without paying the City TOT, despite collecting from patrons and these same properties may be subject to foreclosure or other legal mechanisms that could result in a change of ownership; and
WHEREAS, it is imperative that the City’s interest in ensuring the collection of City TOT that was paid by individuals in the City is protected; and WHEREAS, in order to protect the public safety, health and welfare, the City Council may adopt this Urgency Ordinance by a four-fifths vote of the City Council in accordance with Government Code section 36937.

NOW, THEREFORE THE CITY COUNCIL OF THE CITY OF LAGUNA BEACH DOES ORDAIN, AS FOLLOWS:

SECTION 1. The recitals above are each incorporated by reference and adopted as findings by the City Council.

Operators of the properties that collected the City TOT should not be unjustly enriched by collecting - but failing to remit the City TOT. Further, the remedy that would be permitted under the proposed Urgency Ordinance allows the City to avoid costly and time-consuming legal processes in order to ensure remittance of the City TOT. 16 of 274
-3- Ord. XXXX
SECTION 4. Laguna Beach Municipal Code Amendment. Title 3 of the Laguna Beach Municipal Code is amended to add Chapter 3.10 to read in full as follows:

Chapter 3.10

COLLECTION OF UNPAID TAX

3.10.010 Purpose.

The purpose of this Chapter is to establish one possible procedure for the collection of unpaid taxes due under Chapter 5.050 of the Laguna Beach Municipal Code related to transient uses (“City TOT”) and any assessments under the Laguan Beach Tourism Marketing District that the City is responsible for collecting. Specifically, this Chapter is established to allow, among other remedies, the City to record liens against real property used in the operation of transient occupancies for unpaid City TOT, penalties, and interest. This Chapter shall not be the exclusive remedy of the City and any and all other legal means to recover unpaid City TOT shall remain available to the City.

3.10.020 Lien for Unpaid City TOT.
(a) Ifn any amount required to be paid to the city under the ordinance codified in Chapter

5.050 is not paid when due or any assessment under the Laguan Beach Tourism Marketing District that the City is responsible for collecting is not paid when due, the City Manager, or their designee, upon expiration of any applicable time period and appeal found in sections 5.05.110 and 5.05.120 of this Code, may, within four years after the amount is due, record in the office(s) of the county recorder(s) of any county in the State of California a certificate specifying the amount of tax, penalties, and interest due, the name and address of the operator (as defined by section 5.05.020) liable for the same, and the fact that the City Manager, or their designee, has complied with all provisions of this Code and any other legal requirement in the determination of the amount required to be paid. From the time of the recording, the amount required to be paid, together with penalties and interest, shall constitute a lien upon any and all real property in any county owned by the operator or thereafter acquired by the operator. The lien shall have the force, effect, and priority of a judgment lien, and shall continue for ten years from the time of filing of the certificate unless sooner released or otherwise discharged. The lien may be renewed in the same manner as the renewal of judgment liens under state law. (b) Priority and Lien of Tax. The amounts required to be paid by any operator under this Code with penalties and interest shall be satisfied first in any of the following cases:
(1) Whenever the person is insolvent;
(2) Whenever the person makes a voluntary assignment of his or her assets; (3) Whenever the estate of the person in the hands of executors, administrators, or heirs is insufficient to pay all the debts due from the deceased; or (4) Whenever the estate and effects of an absconding, concealed, or absent person required to pay any amount under this Code are levied upon by process of law. 17 of 274
-4- Ord. XXXX
This chapter does not give the city a preference over any recorded lien which is attached prior to the date when the amounts required to be paid became a lien or any other liens that take priority by virtue of other State of Federal law.

3.10.040 Seizure and sale.

3.10.050 Successor's and Assignee's Responsibility and Liability. (a) If any operator, while liable for any amount under this Code, sells, assigns, or otherwise transfers the hotel or quits the hotel, whether voluntarily or involuntarily, the operator's subsequent successor, assign, other transferee, or other person or entity obtaining ownership or control of the hotel, shall satisfy any transient occupancy tax liability owed to the city associated with the property. Failure to do so for the benefit of the city will result in the successor operator, assign, purchaser, transferee, or other person or entity obtaining ownership or control of the hotel being personally liable to the city for the full amount of the transient occupancy tax liability, which includes interest and penalties. (b) The successor operator, assign, purchaser, transferee, or other person or entity seeking to obtain ownership or control of the hotel shall notify the City Manager, or their designee, of the date of transfer at least thirty days prior to the transfer date; or if the agreement to sell, transfer, or otherwise dispose of the hotel was made less than thirty days prior to the date of transfer, notice shall be provided immediately. (c) The successor operator, assign, purchaser, transferee, or other person or entity who obtains ownership or control of the hotel shall be deemed to have complied with the requirement of this section to satisfy the unpaid transient occupancy tax liability, if that person or entity complies with the requirements of California Revenue and Taxation Code Section 7283.5 by withholding from the purchase price an amount sufficient to cover the tax liability, or by otherwise paying the tax liability until the City Manager, or 18 of 274
-5- Ord. XXXX
their designee, provides a transient occupancy tax clearance certificate showing that it has been paid and stating that no amount is due through the date of transfer. (d) The City Manager, or their designee, within ninety days of receiving a written request from a successor operator, assign, purchaser, transferee, or other person or entity who obtains or attempts to obtain ownership or control of the hotel, may issue a transient occupancy tax clearance certificate stating either the amount of tax liability due and owing for the property, or stating that there is no tax liability due and owing for the property. The City Manager, or their designee, may also request financial records from the current or former owner or operator to conduct an audit of the transient occupancy tax that may be due and owing. After completing the audit within ninety days after the date that the records were made available, the City Manager, or their designee, may issue a tax clearance certificate within thirty days of completing the audit, stating the amount of the tax liability owed, if any. If the city determines that the records provided for an audit are insufficient, the City Manager, or their designee, may rely on the facts and information available to estimate any transient occupancy tax liability associated with the property.

The City Manager, or their designee, may issue a tax clearance certificate stating the amount of the tax liability, if any, based on such facts and information available. A written application for a hearing on the amount assessed on the tax clearance certificate must be made within ten days after the serving or mailing of the certificate. The hearing provision of section 5.05.120 shall apply. If an application for a hearing is not made within the time prescribed, the tax clearance certificate shall serve as conclusive evidence of the tax liability associated with the property as of the date specified on the certificate.

SECTION 6. Publication. The City Clerk is directed to certify the adoption of this Ordinance and post or publish this Ordinance as required by law.

Alex Rounaghi, Mayor
ATTESTED ON: ____________________________
(Date)

Ann Marie McKay, City Clerk
APPROVED AS TO FORM:
____________
Megan Garibaldi, City Attorney

I, Ann Marie McKay, City Clerk of the City of Laguna Beach, do hereby certify that the foregoing Ordinance No. XXXX was introduced at a regular meeting of the City Council on _______________, 2025, and was finally adopted at a regular meeting of the City Council of said City held on _______________, 2025, by the following vote:

AYES: COUNCILMEMBER(S):

NOES: COUNCILMEMBER(S):

ABSTAIN: COUNCILMEMBER(S):

ABSENT: COUNCILMEMBER(S):

City Clerk, City of Laguna Beach, CA
20 of 274
-7- Ord. XXXX
21 of 274
ORDINANCE NO. XXXX

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
LAGUNA BEACH, CALIFORNIA, ADDING CHAPTER 3.10 TO TITLE
3 (FINANCE) OF THE CITY OF LAGUNA BEACH MUNICIPAL CODE

RELATING TO COLLECTION OPTIONS FOR UNPAID TRANSIENT

OCCUPANCY TAX IN THE CITY AND FINDING THE SAME EXEMPT

FROM THE CALIFORNIA ENVIRONMENTAL QUALITY ACT
WHEREAS, the City of Laguna Beach, California (“City”) is a municipal corporation, duly organized under the constitution and laws of the State of California; and WHEREAS, like many other jurisdictions throughout the State, the City imposes a transient occupancy tax on properties in the City offering, among other things, rentals for a period of thirty days or less via Laguna Bech Municipal Code Chapter 5.05 (“City TOT”) ; and WHEREAS, from time to time, some operators subject to the City TOT fail to pay the required tax – despite collecting this tax from transients in the City; and WHEREAS, at present failure to remit the City TOT is a misdemeanor and/or is subject to a civil action brought by the City to collect unpaid and delinquent City TOT; and WHEREAS, the existing legal remedies for the City are time consuming and costly processes that require substantive staff time and resources which makes pursing these remedies for the varying amounts overly burdensome; and
WHEREAS, the proposed addition of Chapter 3.10 to the Laguna Beach Municipal Code would authorize the City to record a lien on real property in the event operators of these properties fail to timely remit payment of the City TOT that they have collected from their patrons, providing a strong incentive for timely payment of the City TOT to avoid this lien on title of the property; and
22 of 274
WHEREAS, certain properties in the City that were subject to the City TOT have gone multiple quarters without paying the City TOT, despite collecting from patrons and these same properties may be subject to foreclosure or other legal mechanisms that could result in a change of ownership; and
WHEREAS, it is imperative that the City’s interest in ensuring the collection of City TOT that was paid by individuals in the City is protected; and

NOW, THEREFORE THE CITY COUNCIL OF THE CITY OF LAGUNA BEACH DOES ORDAIN, AS FOLLOWS:

SECTION 1. The recitals above are each incorporated by reference and adopted as findings by the City Council.

SECTION 3. Laguna Beach Municipal Code Amendment. Title 3 of the Laguna Beach Municipal Code is amended to add Chapter 3.10 to read in full as follows:

Chapter 3.10

COLLECTION OF UNPAID TAX

3.10.010 Purpose.

3.10.020 Lien for Unpaid City TOT.
23 of 274
(a) Ifn any amount required to be paid to the city under the ordinance codified in Chapter

5.050 is not paid when due, or any assessment under the Laguan Beach Tourism Marketing District that the City is responsible for collecting is not paid when due, the City Manager, or their designee, upon expiration of any applicable time period and appeal found in sections 5.05.110 and 5.05.120 of this Code, may, within four years after the amount is due, record in the office(s) of the county recorder(s) of any county in the State of California a certificate specifying the amount of tax, penalties, and interest due, the name and address of the operator (as defined by section 5.05.020) liable for the same, and the fact that the City Manager, or their designee, has complied with all provisions of this Code and any other legal requirement in the determination of the amount required to be paid. From the time of the recording, the amount required to be paid, together with penalties and interest, shall constitute a lien upon any and all real property in any county owned by the operator or thereafter acquired by the operator. The lien shall have the force, effect, and priority of a judgment lien, and shall continue for ten years from the time of filing of the certificate unless sooner released or otherwise discharged. The lien may be renewed in the same manner as the renewal of judgment liens under state law. (b) Priority and Lien of Tax. The amounts required to be paid by any operator under this Code with penalties and interest shall be satisfied first in any of the following cases:
(1) Whenever the person is insolvent;
(2) Whenever the person makes a voluntary assignment of his or her assets; (3) Whenever the estate of the person in the hands of executors, administrators, or heirs is insufficient to pay all the debts due from the deceased; or (4) Whenever the estate and effects of an absconding, concealed, or absent person required to pay any amount under this Code are levied upon by process of law.

3.10.040 Seizure and sale.
24 of 274
At any time after any operator is delinquent in the payment of any City TOT amount, the City Manager, or their designee, may forthwith collect the amount in the following manner: The City Manager, or their designee, shall seize any property, real or personal, of the operator and sell the property, or a sufficient part of it, at public auction to pay the amount due, together with any penalties and interest, imposed for the delinquency and any costs incurred on account of the seizure and sale. Any seizure made to collect occupancy taxes due shall be only of property of the operator not exempt from execution under the provisions of the California Code of Civil Procedure or any other applicable law.

3.10.050 Successor's and Assignee's Responsibility and Liability. (a) If any operator, while liable for any amount under this Code, sells, assigns, or otherwise transfers the hotel or quits the hotel, whether voluntarily or involuntarily, the operator's subsequent successor, assign, other transferee, or other person or entity obtaining ownership or control of the hotel, shall satisfy any transient occupancy tax liability owed to the city associated with the property. Failure to do so for the benefit of the city will result in the successor operator, assign, purchaser, transferee, or other person or entity obtaining ownership or control of the hotel being personally liable to the city for the full amount of the transient occupancy tax liability, which includes interest and penalties. (b) The successor operator, assign, purchaser, transferee, or other person or entity seeking to obtain ownership or control of the hotel shall notify the City Manager, or their designee, of the date of transfer at least thirty days prior to the transfer date; or if the agreement to sell, transfer, or otherwise dispose of the hotel was made less than thirty days prior to the date of transfer, notice shall be provided immediately. (c) The successor operator, assign, purchaser, transferee, or other person or entity who obtains ownership or control of the hotel shall be deemed to have complied with the requirement of this section to satisfy the unpaid transient occupancy tax liability, if that person or entity complies with the requirements of California Revenue and Taxation Code Section 7283.5 by withholding from the purchase price an amount sufficient to cover the tax liability, or by otherwise paying the tax liability until the City Manager, or their designee, provides a transient occupancy tax clearance certificate showing that it has been paid and stating that no amount is due through the date of transfer. (d) The City Manager, or their designee, within ninety days of receiving a written request from a successor operator, assign, purchaser, transferee, or other person or entity who obtains or attempts to obtain ownership or control of the hotel, may issue a transient occupancy tax clearance certificate stating either the amount of tax liability due and owing for the property, or stating that there is no tax liability due and owing for the property. The City Manager, or their designee, may also request financial records from the current or former owner or operator to conduct an audit of the transient occupancy tax that may be due and owing. After completing the audit within ninety days after the date that the records were made available, the City Manager, or their designee, may issue a tax clearance certificate within thirty days of completing the audit, stating the amount of the tax liability owed, if any. If the city determines that the records provided for an audit are 25 of 274
insufficient, the City Manager, or their designee, may rely on the facts and information available to estimate any transient occupancy tax liability associated with the property.

SECTION 4. Certification. The City Clerk shall certify to the adoption of this ordinance and, within 15 days after its adoption, shall cause it to be published in accordance with California Law
SECTION 5. Custodian of Records. The custodian of records for this Ordinance is the City Clerk and the records comprising the administrative record are located at 505 Forest Avenue, Laguna Beach, CA 92651.

SECTION 7. Effective Date. This Ordinance shall take thirty days after its passage and adoption pursuant to California Government Code section 36937.

ADOPTED this _____ day of ____________, 2025.

26 of 274
Alex Rounaghi, Mayor
ATTESTED ON: ____________________________
(Date)

Ann Marie McKay, City Clerk
APPROVED AS TO FORM:
____________
Megan Garibaldi, City Attorney

AYES: COUNCILMEMBER(S):

NOES: COUNCILMEMBER(S):

ABSTAIN: COUNCILMEMBER(S):

ABSENT: COUNCILMEMBER(S):

City Clerk, City of Laguna Beach, CA
27 of 274
28 of 274

STAFF REPORT
Meeting Date:

October 14, 2025

CONSENT
15 SUBJECT: FIRST READING OF AN ORDINANCE AMENDING CHAPTER 2.30 OF THE LAGUNA BEACH MUNICIPAL CODE REGARDING THE CITY’S PURCHASING SYSTEM; AND APPROVAL OF UPDATED PURCHASING POLICY
(ADMINISTRATIVE POLICY #I-9) AND RESOLUTION ELECTING TO BECOME

SUBJECT TO THE UNIFORM PUBLIC CONSTRUCTION COST ACCOUNTING ACT
RECOMMENDATION: It is recommended that the City Council:

1. Adopt the Ordinance titled, “AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF LAGUNA BEACH, CALIFORNIA, AMENDING CHAPTER 2.30 OF THE LAGUNA BEACH

MUNICIPAL CODE REGARDING THE CITY OF LAGUNA BEACH PURCHASING SYSTEM

AND FINDING THE ORDINANCE IS NOT A PROJECT SUBJECT TO THE CALIFORNIA ENVIRONMENTAL QUALITY ACT”;

2. Set said Ordinance for second reading at the regular City Council meeting of October 28, 2025;

3. Approve the City’s updated Purchasing Policy, Administrative Policy #I-9;

4. Adopt the Resolution titled, “A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

LAGUNA BEACH, CALIFORNIA, ELECTING TO BECOME SUBJECT TO THE UNIFORM

PUBLIC CONSTRUCTION COST ACCOUNTING ACT AND FINDING THE SAME NOT A PROJECT SUBJECT TO THE CALIFORNIA ENVIRONMENTAL QUALITY ACT”; and

5. Find that the recommended action is not a project under the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15378.

SUMMARY OF THE MATTER
The City has both a Purchasing Policy (last updated in 2020 and referred to herein as ”Policy”) and a Purchasing System Ordinance (”Purchasing System Ordinance”). The latter is codified within the Municipal Code (LBMC Chapter 2.30).

The Policy established guidelines surrounding the purchase and procurement of supplies, services, and equipment on behalf of the City, and is intended to be consistent with the Purchasing System Ordinance.

Today, staff is recommending the City Council approve:
• Introduction of an ordinance amending Chapter 2.30 of the Municipal Code (Attachment 1); • The revised Purchasing Policy (Attachment 2); and
• A related resolution about the California Uniform Public Construction Cost Accounting Act (CUPCCAA) (Attachment 3).
1 of 309
FIRST READING OF AN ORDINANCE AMENDING CHAPTER 2.30 OF THE LAGUNA BEACH MUNICIPAL CODE REGARDING THE CITY’S PURCHASING SYSTEM; AND APPROVAL OF UPDATED PURCHASING POLICY (ADMINISTRATIVE POLICY #I-9) AND RESOLUTION

ELECTING TO BECOME SUBJECT TO THE UNIFORM PUBLIC CONSTRUCTION COST

ACCOUNTING ACT
October 14, 2025

Page 2 of 3 ends

The proposed changes to these documents were discussed with the public and the City Council during a scintillating study session held on September 23, 2025.

DISCUSSION
The City staff, led by the City Attorney, the City Manager, and the Finance Director, has had a goal to update and revise the City’s Policy and the City’s Purchasing System Ordinance to modernize the City’s purchasing practices. Modernization includes moving from relatively archaic informal processes to what we believe are best practices.

Among the more significant revisions to the Policy and the Purchasing System Ordinance are the strengthening of the City’s cooperative purchasing and sole source procurement standards, the adoption of CUPCCAA procurement standards for public works projects and further clarifying exceptions to the standard competitive bidding processes. The Policy and the Purchasing System Ordinance also increase the purchasing threshold and signing authority limits to reflect changes in the present operating environment such as inflation and the need to balance administrative overhead while ensuring efficient and transparent use of the public dollar.

Input from the Study Session held on September 23, 2025, as well as other discussions, have led staff to recommend further modifications to the Policy and the Purchasing System Ordinance:
• Increased the City Manager’s authority to award sole source contracts to $100,000 – from $75,000. This was done to ensure consistency with the proposed $100,000 signing authority for the City Manager. • Increased City Manager’s signing authority for reimbursable services (CEQA for private development projects, wireless application review, etc.) to $200,000. This was done to ensure that these costs that are entirely reimbursable by third parties do not impeded applications in the City while working through the procurement process.
• A prohibition on any City employee participating in the awarding of a contract if they have a personal relationship (as defined) with the other party.
• Require contract for any purchase over $10,000 and flexibility for contracts in excess of 5 years. • Miscellaneous clean-ups that further the goals of clarifying, modernizing, and streamlining the City’s Purchasing System Ordinance and Policy.

Altogether, these updates will support the delivery of efficient, cost-effective, and high-quality municipal services. The proposed Policy and amended Purchasing System Ordinance will support the following principles:
• Competitive Process. The City seeks to promote full and open competition among potential vendors and service providers. Through full and open competition, the City is able to realize better pricing and more favorable terms.
2 of 309
FIRST READING OF AN ORDINANCE AMENDING CHAPTER 2.30 OF THE LAGUNA BEACH MUNICIPAL CODE REGARDING THE CITY’S PURCHASING SYSTEM; AND APPROVAL OF UPDATED PURCHASING POLICY (ADMINISTRATIVE POLICY #I-9) AND RESOLUTION

ELECTING TO BECOME SUBJECT TO THE UNIFORM PUBLIC CONSTRUCTION COST

ACCOUNTING ACT
October 14, 2025

Page 3 of 3 ends

• Best Overall Value. The City seeks the best value for its money when making purchases. When not required by law to select the lowest bidder, this principle permits the City to consider factors other than just price in determining what constitutes the best value to the City. • Fairness and Transparency. The City seeks to promote fairness and transparency in the City’s purchasing system. Fostering equal opportunities for vendors wishing to do business with the City and ensure that public expenditures are made in an open and consistent manner. • Compliance with Law and Best Practice. The City follows applicable laws and regulations and promotes best practices. Purchases are conducted in accordance with the City’s legal and ethical obligations and responsibilities.

Staff will review (and update, as appropriate) the Policy every few years to ensure it continues to reflect the City’s goals, priorities and operating environment.

FINANCIAL ANALYSIS
The recommended action has no financial impact to the budget.

ENVIRONMENTAL ANALYSIS
The recommended action has no environmental impact.

ATTACHMENTS

1. Ordinance to Amend Municipal Code Chapter 2.30 (Pgs. 4-14)

2. Purchasing Policy (Administrative Policy #1-9) (Pgs. 15-31)

3. Resolution (Pgs. 32-34)
Submitted By: Michelle Bannigan Approved: .David A Kiff Michelle Bannigan, Finance
Director
Dave Kiff, City Manager
Report Prepared By: Coordinated With:

Michelle Bannigan, Finance Director, Finance Patrick Donegan, Assistant City Attorney 3 of 309
Ord. XXXX
ORDINANCE NO. XXXX

AN ORDINANCE OF THE CITY COUNCIL OF LAGUNA
BEACH, CALIFORNIA AMENDING CHAPTER 2.30 OF

THE LAGUNA BEACH MUNICIPAL CODE REGARDING

THE CITY OF LAGUNA BEACH PURCHASING SYSTEM

AND FINDING THE ORDINANCE IS NOT A PROJECT

SUBJECT TO THE CLAIFORNIA ENVIRONMENTAL

QUALITY ACT
WHEREAS, the City of Laguna Beach, California ("City") is a municipal corporation, duly organized under the constitution and laws of the State of California; and WHEREAS, the City Council of the City of Laguna Beach has continuously maintained excellent financial controls, which are critical for protection of the public and the City’s financial health; and
WHEREAS, updating the City’s purchasing ordinance to be more effective and better reflect the City’s operating procedures for procurement is advisable to ensure the efficient and effective use of public funds; and
WHEREAS, all legal prerequisites to the adoption of this Ordinance have been met, including but not limited to that, in accordance with Government Code section 36934, the title of this Ordinance was included on the published agenda for the introduction and passage and a copy of the full Ordinance was made available to the public online and in print at the meeting prior to the introduction and passage.

NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF LAGUNA BEACH DOES ORDAIN AS FOLLOWS:

SECTION 1. Recitals. The above recitals are hereby adopted by the City Council and incorporated as set forth in this section.
4 Attachment 1
4 of 309
-2- Ord. XXXX
SECTION 2. Amendment. Title 2 of the Laguna Beach Municipal Code is hereby amended to repeal Chapter 2.30 and replace it in its entirety with the following Chapter 2.30 Purchasing Ordinance to read in full as follows:

CHAPTER 2.30

PURCHASING SYSTEM

2.30.010 Purpose – Adoption. In order to establish efficient procedures for the purchase of supplies, services and equipment, to secure for the city supplies, services and equipment at the lowest possible cost commensurate with quality needed, to exercise positive financial control over purchases, to clearly define authority for the purchasing function and to ensure the quality of purchases, a purchasing system is adopted.

2.30.020 Purchasing officer. The responsibility and authority for the purchase of supplies, services and equipment is vested in the city manager, or their designee, who shall be the purchasing officer of the city. As such purchasing officer, the city manager, or designee, shall have authority to:

A. Review and/or purchase or contract for supplies, services and equipment required by any using agency in accordance with the purchasing procedures prescribed by this chapter, such administrative regulations as the city manager shall adopt for the internal management and operation of the purchasing system, and such other rules and regulations as shall be prescribed by the city council;
B. Review and/or negotiate and recommend execution of contracts for the purchase of supplies, services and equipment;
C. As needed, act to procure for the city the needed quality in supplies, services and equipment at least expense to the city;
D. Discourage uniform bidding and endeavor to obtain as full and open competition as possible on all purchases;
E. Prepare and recommend to the city council rules governing the purchase of supplies, services and equipment for the city;
F. Prepare and recommend to the city council revisions and amendments to the purchasing rules;
G. Keep informed of current developments in the field of purchasing, prices, market conditions and new products;
H. Prescribe and maintain such forms as reasonably necessary to the operation of this chapter and other rules and regulations;
5 5 of 309
-3- Ord. XXXX
I. As needed, supervise the inspection of all supplies, services and equipment purchased to ensure conformance with specifications;
J. Recommend the transfer of surplus or unused supplies, and equipment between departments as needed and the sale of all supplies and equipment which cannot be used by any agency or which have become unsuitable for city use;

2.30.030 Contract award authority and delegation of contract award authority. The authority to award contracts that legally bind the city to a purchase shall be vested in the city council, unless such authority is delegated as prescribed herein.

A. Contract award authority delegated by the city council to the city manager may be further delegated by the city manager to department heads as necessary for operational efficiency and effectiveness. Delegation shall be in writing and kept on file with the city clerk.

B. Dollar thresholds for awarding contracts shall be in accordance with the following level designations, unless otherwise provided for in this Chapter:

1. Department award. Each department director or designee may authorize the purchase of supplies, equipment, or services as needed for their area of responsibility for purchases up to $30,000.

2. City manager award. Purchases of $30,001 to $100,000 must be approved by the city manager prior to issuance of a purchase order. In the event purchases are entirely reimbursable by third parties pursuant to an application (i.e., CEQA for private development projects, wireless application review, etc.), the city manager may authorize the purchase up to $200,000.

3. City council award: Except as otherwise provided in this Chapter, purchases over $100,000 must be approved by the city council.

C. All purchase contracts and amendments thereto required by this chapter shall be approved by the appropriate award authority and approved as to form by the city attorney.

D. Amendments to contracts. For the purposes of this section, “amendments” means any amendment, modification, annual renewal not previously authorized, or change order that results in an increase to the total amount of money that may be spent under a single contract.

Approval authority limits shall be based on the total contract amount inclusive of amendments. Modifications to the terms, conditions, or payment provisions, or material changes to specifications or scopes of services, of an existing contract, shall require a written contract amendment unless otherwise provided by the contract of City Council direction.

2.30.040 Solicitation procedures for goods and services. The following solicitation procedures shall govern the purchase of all purchases of goods and services needed for city operations, excluding public projects.

A. Prohibition of splitting orders. Purchases shall not be split or separated into smaller orders for the purpose of circumventing the solicitation or contract award requirements specified in this chapter.
6 6 of 309
-4- Ord. XXXX
B. Open market purchases. Purchases of goods and services up to $10,000 for a one-time purchase, do not require a competitive solicitation and may be made following the receipt of one price quote or proposal. However, as a matter of fiscal prudence, nothing shall preclude the person initiating the purchase from conducting price comparisons to ensure that the best overall value is obtained and he/she shall endeavor to obtain at least three price quotes or proposals.

C. Competitive solicitation. Purchases of goods and services with an estimated cost greater than $10,000 shall be made following the solicitation of at least three written price quotes or proposals, which may be solicited using any means reasonably calculated to obtain a combination of the lowest price and highest quality of goods or services available, in the reasonable discretion of the city manager and consistent with the City Council Administrative Policy, Policy 1-9 – “Purchasing Policy and Procedures.”

1. The person or department initiating the purchase shall keep a record of all such solicitations and the price quotes or proposals submitted in response thereto.

2. If the person or department initiating the purchase is unable to obtain three price quotes or proposals from responsible bidders or proposers after making diligent efforts to do so, the purchase may be made without obtaining three price quotes or proposals, provided that the efforts made to obtain three quotes or proposals shall be documented in the contract file for the purchase.

3. Nothing in this subsection (C) shall preclude the city manager from requiring a more formal means of solicitation if deemed to be in the best interest of the city.

D. Bid or proposal evaluation.

1. The city may reject any or all bids or proposals in response to a city solicitation in its sole discretion.

2. If no bids or proposals are received, the city may make the purchase by any lawful reasonable and available means, notwithstanding the other requirements of this chapter.

3. If two or more bids or proposals received are for the same total amount or unit price, quality and service being exactly equal, the contract may be awarded to either bidder or proposer.

4. Contracts for goods only shall be awarded to the responsible vendor submitting the lowest bid that provides the needed goods as determined by the city .

5. Contracts for services, except for professional services, may be awarded to the responsible bidder submitting the lowest responsive bid, provided, however, in the event the City Manager determines that it is in the best interest of the City, contracts for services subject to this section can be awarded pursuant to subsection (D)(6).

6. Contracts for professional services shall be awarded on the basis of demonstrated competence and the professional qualifications necessary for the satisfactory 7 7 of 309
-5- Ord. XXXX
performance of the services, offered at a fair and reasonable price as determined by the city.

2.30.050 Exceptions to Competitive Procurement Requirements. The competitive solicitation procedures mandated herein shall not apply to procurements that satisfy one or more of the following criteria:

A. No Competitive Advantage. When the city manager or city council determines that no price advantage would be gained from a competitive solicitation process.

B. Sole Source. When the city council or city manager determines that there is only one source that provides the needed services or materials, supplies, and equipment, or to ensure compatibility with other city products and equipment, the city shall work to procure these items in the best interest of the city. Instances of when a sole source procurement may be necessary:

1. The good or service is available from only one vendor.

2. In order to match other products in use to ensure compatibility.

3. In order that a field test or experiment may be made to determine a product’s suitability for future use.

4. Competition is deemed inadequate after soliciting a number of sources.

5. Vendor holds a unique set of skills or expertise that makes it impossible/unlikely anyone else can do the work or the same quality of work.

If there is adequate justification for a sole or single source purchase, then the firm may be selected without other solicitations upon approval of the city manager anticipated to be less than $100,000 and upon city council approval for all other contracts. All sole or single source procurements shall include a written justification and recommendation of the department head.

C. Competitive Bidding Already Completed. When the vendor or service provider was awarded a contract by another public agency, said agency used solicitation procedures substantially similar to those that the city would have been required to use, and the vendor or service provider offers the same price(s) to the city that it offered to the other agency.

Additionally, when the purchase is based on a master agreement, cooperative agreement, multiple award schedule, or other types of agreements entered into by the state of California or the federal government. Examples include, but are not limited to, California Multiple Award Schedules (CMAS) and Federal General Services Administration (GSA) contracts.

D. Emergency. Where an emergency situation exists, or where a disaster has been declared by the city council, state or federal government, such that the life, health or safety of employees or the general public is at risk, or when significant harm may occur to city property or operating systems and goods and/or services must be procured immediately to prevent loss or substantial disruption of city services or functions; provided that competitive bidding is not required by a state or federal reimbursing agency and is otherwise consistent with State law.
8 8 of 309
-6- Ord. XXXX
E. Mandated Expenditures. When expenditures are mandated by law or regulation, such as county booking fees, utilities, postage, waste disposal fees or other non-negotiable permit, use or application fees.

F. Legal Professional Services. When, in the opinion of the city attorney, outside legal counsel services are needed and that the applicable solicitation procedures will not result in a better outcome in terms of price and/or quality of service for the City. This exception shall only be relied upon in the event the budget line item for outside counsel services has sufficient, unencumbered funds in an amount equal to or greater than the cost of the outside counsel service. The City Attorney shall be authorized to execute an agreement for outside legal counsel services in any amount provided the other provisions of this subsection (F) are complied with.

G. Best Interest of City. When the city manager determines that bidding would be impractical, inefficient, or otherwise not in the best interest of the city, provided that contract file contains sufficient documentation to justify bid impracticality and does not otherwise violate any Federal or State law.

2.30.060 Emergencies. In case of an emergency, the city council may, by a four-fifths vote, proceed at once to replace or repair any public facility, take any action required by that emergency, including procure necessary equipment, services, and supplies for those purposes, without giving notice for bids to award contracts pursuant to Public Contract Code Section 22050.

A. Before taking any action, the city council shall make a finding that the emergency will not permit delay resulting from a competitive bid process, and the action is necessary to respond to the emergency. Such findings shall be based upon substantial evidence set forth in the minutes of its meeting pursuant to Public Contract Code Section 22050(a)(2).

B. If the city council has ordered any emergency action, it shall review the emergency action at its next regularly scheduled meeting. Until the action is terminated the city council shall determine the need to continue such action by a four-fifths vote at each meeting pursuant to Public Contract Code Section 22050(c)(1).

C. In case of an emergency, if notice for bids to award contracts will not be given, the city shall comply with all requirements of Public Contract Code Section 22050.

D. An “emergency” means a sudden, unexpected occurrence that poses a clear and imminent danger, requiring immediate action to prevent or mitigate the loss or impairment of life, health, property, or essential public services.

2.30.070 Encumbrance of funds. Except in cases of emergency, the city manager shall not issue any purchase order for supplies, services or equipment unless there exists an encumbered appropriation in the fund account against which said purchase is to be charged.

2.30.080 Solicitation procedures for public projects. The following solicitation procedures shall govern the bidding and awarding of contracts associated with public projects.

A. Uniform Public Construction Cost Accounting Act. The city has adopted the Uniform Public Construction Cost Accounting Act (Pub. Cont. Code Section 22000 et seq., as may 9 9 of 309
-7- Ord. XXXX
be amended) (the “Act”) and all expenditures for public projects, as defined by Public Contract Code Section 22002, by the city shall be made in accordance with the Act.

B. Solicitation procedures. Prior to making any purchase, the person or department initiating the purchase shall make a reasonable and good faith estimate of the anticipated cost of the purchase and then proceed with the appropriate solicitation procedure below. Purchases shall not be split or separated into smaller orders for the purpose of circumventing the procedures hereunder.

1. No competitive bidding required. Public projects with an estimated cost of $75,000 or less (or as such limit may be amended from time to time by the Act or other valid authority) may be performed by city employees by force account or else may be awarded by negotiated contract or by purchase order without competitive bidding.

2. Informal bidding required. Public projects up to $220,000 (or as such limit may be amended from time to time by the Act or other valid authority) shall require either the informal bidding procedures set forth in subsection (C) or the formal bidding procedures set forth in subsection (D).

3. Formal bidding required. Public projects with an estimated cost in excess of $220,000 (or as such limit may be amended from time to time by the Act or other valid authority) shall require the formal bidding procedures set forth in subsection (D).

C. Informal bidding procedures. The following procedures apply to informal bids: A notice inviting bids shall be prepared, which describes the project in general terms, explains how to obtain more detailed information about the project, and states the time and place for the submission of bids. The notice shall be mailed to all contractors for the category of work to be bid, as shown on the list developed in accordance with subsection (E), and to all construction trade journals as specified by the California Uniform Public Construction Cost Accounting Commission ("Commission"), in accordance with Public Contract Code Section 22036, including any amendment thereto.

1. If there is no list of qualified contractors maintained by the city for the particular category of work to be performed, the notice inviting bids shall be sent only to the construction trade journals specified by the Commission.

2. If the product or service is proprietary in nature such that it can be obtained only from a certain contractor or contractors, the notice inviting informal bids may be sent exclusively to such contractor or contractors.

D. Formal bidding procedures. The following procedures shall apply to formal bids: A notice inviting bids shall be prepared, which describes the project in general terms, explains 10 10 of 309
-8- Ord. XXXX
how to obtain more detailed information about the project, and states the time and place for the submission of bids. The notice shall be published at least fourteen (14) calendar days before the date of opening the bids in a newspaper of general circulation, printed and published in the city; or, if there is no newspaper printed and published in the city, in a newspaper of general circulation which is circulated within the city; or, if there is no newspaper which is circulated within the city, publication shall be by posting the notice in at least three places within the city as have been designated by ordinance or regulation of the city as places for the posting of its notices.

The notice inviting formal bids shall also be sent electronically, if available, by either fax or email and mailed to all construction trade journals specified by the Commission pursuant to Public Contract Code Section 22036. The notice shall be sent at least fifteen (15) calendar days before the date of opening the bids. In addition to notice required by this section, the city may give such other notice as it deems proper.

E. Contractors list. The city shall develop and maintain a list of contractors in accordance with the provisions of Public Contract Code Section 22034 and criteria promulgated from time to time by the Commission.

F. Bidder’s security. All bids shall be presented under sealed cover accompanied by one of the following forms of bidder’s security: (a) cash; (b) cashier’s check made payable to the city; or (c) a bidder’s bond executed by an admitted surety insurer made payable to the city.

Such security shall be an amount at least equal to ten percent (10%) of the bid amount. No bid shall be considered unless security in the form above set forth is enclosed with the bid.

G. Award of contract.

1. If a contract is awarded, it shall be awarded to the responsible bidder submitting the lowest responsive bid. If two or more bids are the same and the lowest, the contract may be awarded to either bidder.

2. If the project was bid using informal bidding procedures, and all bids received exceed $220,000, as such limit may be amended from time to time, the city council may, by adoption of a resolution by a four-fifths vote, award the contract to the lowest responsive and responsible bidder if the amount of the contract does not exceed $235,000, as such limit may be amended from time to time, and it determines the city’s cost estimate for the project was reasonable. Otherwise, the project shall be re-bid following the formal bidding procedures.

3. In its discretion, the city may reject any or all bids, and may do any of the following:
i. Abandon the project;
ii. Re-advertise for bids in the manner described in this chapter; iii. By a four-fifths vote, the city council may declare by resolution that the project can be performed more economically by city employees and may have the project done by force account without further complying with this chapter. Prior to rejecting all bids and declaring that the project can be more 11 11 of 309
-9- Ord. XXXX
economically performed by city employees, the city shall furnish a written notice to an apparent low bidder, informing the bidder of the city's intention to reject the bid. Such written notice shall be mailed at least two (2) business days prior to the hearing at which the city intends to reject the bid.

4. If no bids are received through the formal or informal bidding procedure, the project may be performed by city employees by force account or by a negotiated contract without further complying with this chapter.

2.30.090 Disposition of surplus personal property. The following procedures shall apply for the disposition of the city’s surplus personal property.

A. Approval authority and disposition. The approval authority to dispose of surplus personal property having a salvage value shall be consistent with the approval authority levels in Section 2.30.030.

B. All Departments shall submit to the city manager reports showing all supplies, materials and equipment which are no longer used or usable or which may have become obsolete, unsuitable or worn out. The city manager shall have authority to sell said supplies, materials and equipment, or to exchange the same for, or trade in the same on, new supplies, materials and equipment. Such sales, exchanges or trade-ins shall be made to the highest and best bidder, or shall be made at a public auction as hereinafter set forth in this section.

C. Public auction. A notice describing the property in sufficient detail for its identification shall be prepared by the city manager and shall be given at least five (5) days before the time fixed therefor in a way designed to maximize the reach of said notice, that my include, but is not limited to, publication in an established newspaper or other publication of general circulation published in the city, social media or other electronic postings, physical notices in conspicuous areas designed to reach the maximum number of possible bidders. .

D. City officers shall not be purchasers at any such public auction authorized, conducted, or administered by them in their official capacity, nor shall any city officer or employee directly or indirectly submit a bid at the auction if they have participated in the preparation or conduct of the auction in their official capacity.

E. The property so offered for sale shall be sold to the highest bidder for cash, provided that the city manager may, at their discretion, fix a minimum sale price and may refuse to sell unless the minimum price is offered, and may further refuse to sell unless a deposit of security is immediately made.

F. Any property sold at public auction shall be provided to the purchaser upon full payment of the purchase price.

G. The proceeds of the auction sale or sales shall immediately be deposited into the General Fund.
12 12 of 309
-10- Ord. XXXX

2.30.100 Federal or state funding. When a purchase of goods and/or services involves the expenditure of federal or state funds, the procurement shall be conducted in accordance with mandatory applicable federal or state regulations, and the chosen bidder shall be responsible for compliance with all applicable regulations and conditions.

SECTION 3. Severability. If any section, subsection, sentence, clause, or phrase of this Ordinance is for any reason held to be invalid or unconstitutional by a decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance.

SECTION 4. CEQA. The requirements of the California Environmental Quality Act ("CEQA") do not apply to the proposed action as it is not a "project" because there is no substantial evidence to show that the proposed action has the potential to result in a direct or reasonably foreseeable indirect physical change to the environment. (State CEQA Guidelines, section 15378(a). Further, this Ordinance does not qualify as a project pursuant to State CEQA Guidelines, section 15378 (b)(4) and (b)(5) as an amendment to the City’s Purchasing Ordinance is a government fiscal activity which does not involve any commitment to any specific project which may result in a potentially significant physical impact on the environment and it is an organizational or administrative activity that will not result in direct or indirect physical changes in the environment.

SECTION 5. Certification. The City Clerk shall certify to the adoption of this ordinance and, within 15 days after its adoption, shall cause it to be published in accordance with California Law.

SECTION 6. Records. The documents and materials that constitute the record of proceedings on which this Ordinance has been based are located at City Hall, 505 Forest Avenue, I Laguna Beach, CA 92651. The custodian of the record of proceedings is the City Clerk.

SECTION 7. Effective Date. This Ordinance shall take thirty days after its passage and adoption pursuant to California Government Code section 36937. 13 13 of 309
-11- Ord. XXXX
ADOPTED this _____ day of ____________, 2025.

Alex Rounaghi, Mayor
ATTESTED ON: ____________________________
(Date)
Ann Marie McKay, City Clerk
APPROVED AS TO FORM:
____________
Megan Garibaldi, City Attorney
I, Ann Marie McKay, City Clerk of the City of Laguna Beach, do hereby certify that the foregoing Ordinance No. XXXX was introduced at a regular meeting of the City Council on _______________, 2025, and was finally adopted at a regular meeting of the City Council of said City held on _______________, 2025, by the following vote:

AYES: COUNCILMEMBER(S):

NOES: COUNCILMEMBER(S):

ABSTAIN: COUNCILMEMBER(S):

ABSENT: COUNCILMEMBER(S):

City Clerk, City of Laguna Beach, CA
14 14 of 309

ADMINISTRATIVE POLICY

CHAPTER ONE

FINANCE
POLICY 1-9

Page 1 of 17 ends

Effective 11-28-2025

PURCHASING POLICY AND PROCEDURES
PURPOSE: This document defines the policies and procedures for the purchase of supplies, equipment and services for the City of Laguna Beach, and is in conformance with the requirements of Federal and State law, Laguna Beach Municipal Code (“LBMC”) Chapter 2.30. In the event of any conflict between this Purchasing Policy and the LBMC or Federal and State law, the LBMC and Federal and State law shall govern. The City’s purchasing philosophy is to ensure fiscal stability and efficiency in governance through the procurement of goods, services, and public projects at the best quality and value in an open and competitive market. The City strongly encourages broad participation in the procurement process.

GENERAL POLICY:

Responsibilities:

The Departments are responsible for following proper policies and procedures as laid out in this Purchasing Policy. The Director of Finance shall be responsible for recommending additions, deletions and amendments to the City of Laguna Beach Purchasing Policy.

Definitions:
a. Emergency: A sudden, unexpected occurrence that poses a clear and imminent danger, requiring immediate action to prevent or mitigate the loss or impairment of life, health, property, or essential public services.
b. General Services: Furnishing of labor, time, or effort by a contractor for services as the city may, from time to time, find necessary and proper for the functioning of the City.

Examples include, but are not limited to, janitorial, uniform cleaning and other services which do not require any unique skill, special background or training. c. Capital Asset: Equipment, Machinery, and/or Vehicles costing more than $10,000 with a useful life greater than one year which require reporting, tagging and tracking as well as calculating and recording depreciation
d. Commodities: Supplies, materials tools and minor equipment typically consumed within one year and minor equipment with a useful life of more than one year including IT items such as computers and cell phones.
e. Maintenance Work or Maintenance Services: As defined in California Public Contract Code section 22002, the furnishing of labor, time or effort by a contractor, including but not limited to:

Attachment 2
15 15 of 309

ADMINISTRATIVE POLICY

CHAPTER ONE

FINANCE
POLICY 1-9

Page 2 of 17 ends

Effective 11-28-2025
i. Routine recurring, and usual work for the preservation or protection of a publicly owned, or publicly operated facility for intended purposes. ii. Minor repainting.
iii. Resurfacing streets and highways at less than one inch. iv. Landscape maintenance, including mowing, watering, trimming, pruning, planting, replacement of plants, and servicing of irrigation and sprinkler systems; and
v. Work performed to keep, operate and maintain publicly owned water or waste disposal systems.
f. Materials: Basic ingredients in a relatively raw, unrefined, or unmanufactured state, that may be worked into a more finished form (e.g., sand, wood, asphalt). g. Professional Services: Services provided by a person, company, corporation, or firm engaged in a profession based on a generally recognized special knowledge, skill, license, and/or certification to perform the work including, but not limited to, the professions of accountant, auditor, attorney, architect, landscape architect, financial consultant, management consulting, investigative services, construction manager, engineer, environmental consultant, or land surveyor, and whose services are considered distinct and unique.
h. Public Works Projects: A public works construction project as defined in California Public Contract Code section 22002 – “Public works project” means any of the following:
i. Construction, reconstruction, erection, alteration, renovation, improvement, demolition and repair work involving any publicly owned, leased, or operated facility.
ii. Painting or repainting of any publicly owned, leased or operated facility. iii. The definition of “public project” does not include maintenance work or maintenance services as defined in Public Contract Code section 22002(d) above.
i. Prevailing Wage Requirement for Public Works Projects (Which Includes Maintenance) as Defined in the California Labor Code: Labor Code 1771 provides: “Except for public works projects of one thousand dollars ($1,000) or less, not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which the public work is performed, and not less than the general prevailing rate of per diem wages for holiday and overtime work fixed as provided in this chapter, shall be paid to all workers employed on public works. This section is applicable only to work performed 16 16 of 309

ADMINISTRATIVE POLICY

CHAPTER ONE

FINANCE
POLICY 1-9

Page 3 of 17 ends

Effective 11-28-2025
under contract and is not applicable to work carried out by a public agency with its own forces. This section is applicable to contracts for maintenance work.

The California Code of Regulations 16000 provides the definition of maintenance:
i. Routine, recurring and usual work for the preservation, protection and keeping of any publicly owned or publicly operated facility (plant, building, structure, ground facility, utility system or any real property) for its intended purposes in a safe and continually usable condition for which it has been designed, improved, constructed, altered or repaired.
ii. Carpentry, electrical, plumbing, glazing, [touchup painting,] and other craft work designed to preserve the publicly owned or publicly operated facility in a safe, efficient and continuously usable condition for which it was intended, including repairs, cleaning and other operations on machinery and other equipment permanently attached to the building or realty as fixtures.
a. Exception 1: Janitorial or custodial services of a routine, recurring or usual nature is excluded.
b. Exception 2: Protection of the sort provided by guards, watchmen, or other security forces is excluded.
c. Exception 3: Landscape maintenance. See Public Contract Code Section 21002.
j. Purchase Order (PO): An authorization for an order of goods or services which includes an agreed upon price and scope. A PO is generally issued for a one-time service or one time equipment purchase. A PO is also used to encumber funds for each Fiscal Year for approved, executed contracts.
k. Contract: A written and legally binding agreement between the City and a Contractor/Supplier for provision of services and/or commodities in which there is an offer and acceptance which includes mutual agreement for price, scope and terms and conditions. A contract includes an agreed-upon Scope/Statement of Work, Pricing/Cost, Payment Terms, Insurance/Bond Requirements and Terms and Conditions addressing obligations and liability. The city has approved standard templates that have been approved by the City Attorney’s Office. These templates should be used. Deviations from the standard contract templates must be approved by the City’s legal team. All purchases in excess of $10,000 require a contract.
l. Contract Term: Contract term/length should be stated in the contract. Generally multiyear contracts should not exceed five years and may be established for a 3-year initial 17 17 of 309

ADMINISTRATIVE POLICY

CHAPTER ONE

FINANCE
POLICY 1-9

Page 4 of 17 ends

Effective 11-28-2025
term with two one-year optional renewal years. However, there may be instances when a contract may extend beyond five years.
m. Contract Contingency: Contract contingency is an allowance with required approvals, of a potential need to increase a contract. A Contract contingency may be requested at the same time as the initial contract approval and may range between 10-20% depending on the nature of the services/project. Utilizing an approved contract contingency requires an approved Requisition, a Purchase Change Order and a Contract Amendment to increase the contract not to exceed amount. n. Exceptions to Standard Terms and Conditions: Contractors on occasion may request to negotiate the City’s standard contract terms which would require the review/approval of the City’s legal team, Risk Management and/or City Council. o. Responsible Bidder: A bidder or proposer who has demonstrated capability, required resources, fitness, capacity, and experience to satisfactorily perform services and/or provide commodities that meet the scope of work and/or specifications. Before contract award, Departments will verify contractor’s references, check System of Award (SAM) https://sam.gov, for potential exclusions, and verify required licensing, ownership and business status.
p. Supplies: Goods utilized in the ordinary course of business for regular use or consumption normally within one year (e.g., pencils, light bulbs, street signs). q. Small Dollar Purchase: A small dollar purchase is a low risk, one-time service or commodity costing $10,000 or less. This does not include ongoing contractual services or capital projects and/or capital assets.
r. Small Dollar Purchase Procedure: One quote is required for purchases under $10,000.

Small Dollar Purchases may be purchased using Purchase Order (PO) but a PO is not required. P-Cards may be utilized for small dollar purchases which do not exceed the P-Card policy thresholds and meet the Policy criteria.
s. Informal Quote Procedure: The informal quote procedure provides a cost-effective process for canvassing the marketplace to identify contractors capable of providing appropriate goods or services at a reasonable price. Under the informal quote procedure, the requestor solicits written or emailed quotations from a minimum of three contractors. The goods or services are awarded to a responsible vendor with the lowest price. Exceptions to policy require justification in the requisition and required approvals. t. Formal Solicitation Procedures: The formal solicitation procedure is to be used primarily for large dollar Capital Asset/Equip and Services (over $100,000 and over $220,000 for Construction Projects) and requires the use of competitive solicitation 18 18 of 309

ADMINISTRATIVE POLICY

CHAPTER ONE

FINANCE
POLICY 1-9

Page 5 of 17 ends

Effective 11-28-2025
whereby the requestor issues a public notice soliciting formal written bids or proposals.

Under this procedure, bids shall be solicited through the issuance of an Invitation for Bid (IFB) or a Request for Proposals (RFP) through the City’s electronic public bidding platform.

1. An IFB is utilized when the service or commodity can be specifically defined and fixed rates/prices are obtained, evaluated and an award is granted to the lowest, responsible bidder.

2. A RFP is utilized when the service or commodity is not as specific yet there is a clear objective/goal allowing proposers to present new technologies, new products and innovative service solutions. RFP Proposals are evaluated by a panel using pre-determined criteria resulting in an award to the most qualified, responsible proposer.

3. Bid Protest. Bidders/Proposers have a right to protest a Bid or RFP. The protest may be related to the bid process or specifications, or it may be related to the bid award. The protester must submit a timely protest in compliance with the bid or RFP protest deadlines. Protests received after the deadline will not be considered. The protest must be in writing and must include the reason for the protest and the details. It should also include the protestors requested resolution.

City staff will pause the solicitation, review the protest and respond to the protestor with either a denial or acceptance and an action to resolve. If the protest is deemed valid, it may result in issuance of an addendum or a rebid. For protests that cannot be resolved at a City staff level, Departments should consult City Attorneys for guidance.

Section A: Purchasing Authority

1. Purchase requisitions must have advanced approvals before receiving goods or services. A requisition should be submitted for approvals in advance. Once approved, a requisition is converted to a PO in the ERP system.

2. Capital Asset Purchases (Equip/Vehicles exceeding $10,000) must be approved through the Budget process and assigned a Capital Asset Budget Sequence Number. Assets with an assigned Sequence Number may be procured in accordance with the Purchasing Policy solicitation requirements, not requiring additional City Council approvals.

3. Approval Levels: The approval levels and bid requirements for all procurement of goods, materials, supplies, equipment, maintenance work, general services and professional services and construction (non-CUPCCAA) are as follows:
19 19 of 309

ADMINISTRATIVE POLICY

CHAPTER ONE

FINANCE
POLICY 1-9

Page 6 of 17 ends

Effective 11-28-2025
LEVEL 1 – Purchase requests below $10,000.00 require obtaining a minimum of one quote and approval by Department Director (DD) or Designee. A formal Purchase Order (PO) is not required. A P-Card may be utilized in accordance with P-Card Policies
LEVEL 2 – Purchase requests more than $10,000 but not more than $30,000.00, require an approved Purchase Requisition including 3 quotes (Informal Quote Procedure), a Contract and approval by Department Director (DD) or Designee.

1. LEVEL 3 – Purchase requests more than $30,000.00 but not more than $100,000.00, require an approved Purchase Requisition including 3 quotes (Informal Quote Procedure) or a Formal Solicitation (IFB or RFP) depending on the complexity of the purchase. Level 3 requires a Contract as well as Department Director (DD) or Designee and City Manager (CM) approval. In the event purchases are entirely reimbursable by third parties pursuant to an application (i.e., CEQA for private development projects, wireless application review, etc.), the city manager may authorize the purchase up to $200,000.

LEVEL 4 – All other purchase requests for more than $100,000.00 require an approved Purchase Requisition, Formal Solicitation (IFB or RFP), and a Contract.

Commodity and Supply purchase requests may utilize Informal Quote or Formal Bid Procedure depending on the complexity. Level 4 requires a Contract as well as Department Director, City Manager and City Council approvals.

Contract Amendment – Increases: Commodity contract increases may be approved by Department Director for no more than 20% over the life of the contract without re-solicitation. Service contract increases may be approved by the Department Director by no more than 10%. Contract increases require an approved requisition with justification for the requested increase and an executed contract amendment. Contract increases exceeding 20% (commodity) and 10% (service) over the life of the contract may require re-solicitation and/or re-approvals in accordance with Purchasing Policy threshold requirements.

Contract Amendment – Administrative Change An administrative non-material change may be made to contracts with the approval of the Department Director.

Administrative amendments require an approved requisition and an executed contract amendment.

Contract Amendment – Scope of Work Change - A contract amendment which materially impacts the original scope of work may require formal solicitation or informal quotes. Material changes to a contract Scope of Work require an approved 20 20 of 309

ADMINISTRATIVE POLICY

CHAPTER ONE

FINANCE
POLICY 1-9

Page 7 of 17 ends

Effective 11-28-2025
requisition, Department Director and City Manager approval as well as an executed contract amendment.

Section B: General Purchasing Procedures

1. Purchase Requisition (REQ). Except as otherwise permitted herein, a formal purchase requisition, approved by the requesting Department Head, Finance Manager, Procurement Officer and City Manager (if applicable) is required in advance for all purchases greater than $10,000, and for regular and recurring goods and services, regardless of the dollar amount when a contractor asks for a purchase order to be issued. Additionally, a requisition is mandatory for Capital Asset/Capital Outlay purchases (equipment over $10,000), vehicle purchases, and software subscription purchases. Quotes or Bids, Scope of Work or Specifications must accompany the request.

2. Purchase Orders (PO). A purchase order is generated after the purchase requisition and contract (if applicable). Approval of a PO and/or Contract is required before ordering supplies and services. POs are issued via electronic workflow and can only be created by the Procurement Officer, Director of Finance or their designees. POs are also created to encumber funds against a Contract. POs (except Construction Projects (CIP) are closed out at the end of each fiscal year.

3. Retroactive Purchase (Retro): Ordering goods or services without advance approval of either the Department Director (for purchases under $10,000) or without an approved Purchase Requisition (for purchases over $10,000), is considered a Retroactive Purchase and is a violation of the City’s Purchasing Ordinance and Purchasing Policy. Retroactive Purchases require a Purchase Requisition with a memo explaining the circumstances and the corrective action taken to avoid recurrence. (under $10,000 requires Department Director approval and over $10,000 requires City Manager approval).

4. Blanket Purchase Order (BPO). Blanket purchase orders may be issued for multi-year contracts. POs are closed out at the end of each fiscal year. Exceptions made for Construction Projects (CIP).

5. Petty Cash Purchases. The purpose of a petty cash procedure and policy (Reference Petty Cash Policy) is to support “day-to-day” small immediate demands of departments that cannot be met through other established procedures for obtaining required materials. These demands are generated for items that are within the goals and objectives of the department and are provided for in the department’s operating budget.

Departments with a petty cash fund and should use it for minor purchases of up to $200.00 when buying from uncommon sources or vendors unwilling to establish a credit account with the City.

Departments should submit their petty cash expenditures for reimbursement. The Finance 21 21 of 309

ADMINISTRATIVE POLICY

CHAPTER ONE

FINANCE
POLICY 1-9

Page 8 of 17 ends

Effective 11-28-2025
Department periodically audits each Department's petty cash fund. Petty Cash use must be in compliance with the Petty Cash Policy.

Section C: Solicitation Process
The City of Laguna Beach follows a decentralized purchasing system which gives authority to Departments to request quotes, conduct formal solicitations (IFB or RFP) and negotiate best value and pricing for the City. The following is an outline of the solicitation process. Quotes or solicitation award documentation should be included in the Purchasing Requisition (ERP System).

1. Solicitation Documents
a. An Invitation for Bids (IFB) is utilized for procurement of Goods, Materials, Equipment and Services exceeding $100,000 that can be clearly defined in a detailed Scope of Work or Specification. Bids are evaluated and awarded to the lowest responsible bidder. b. A Request for Proposal (RFP) is utilized when the service or commodity exceeding $100,000 is not as specific but instead, there is a clear objective/goal allowing proposers to present new technologies, new products and innovative service solutions. RFP Proposals are evaluated by an evaluation panel (3-5 subject matter experts which may include City staff) using pre-determined criteria and scoring resulting in an award to the most qualified, responsible proposer.
c. Departments may achieve efficiency by soliciting for On Call Contracts and/or PreQualified provider contractors to include a variety of services for construction trades and consulting services. These contracts must be established through the required solicitation and approval processes and should not exceed 5 years without re-solicitation. The terms, scope, pricing and not to exceed amount must be stated in the contract. Once in place, these can be used for ongoing service needs. Departments shall obtain 3 quotes from On Call contractors and award to the lowest responsive, responsible proposer who can timely complete the work pursuant to the request for the quote. Departments must ensure compliance with scope and pricing throughout the term and use of the contract. d. The Department shall prepare a Scope of Work and/or Bid Specifications and submit the Invitation for Bid (IFB) on the City’s electronic bidding platform. The Department must make efforts to notify all prospective bidders of the bid opportunity. e. Bids are received Electronically via the eProcurement platform and are not viewable until the bidding deadline has closed.
f. The person or department initiating the purchase shall keep a record of all such solicitations and the price quotes or proposals submitted in response thereto. 22 22 of 309

ADMINISTRATIVE POLICY

CHAPTER ONE

FINANCE
POLICY 1-9

Page 9 of 17 ends

Effective 11-28-2025
g. If the person or department initiating the purchase is unable to obtain three price quotes or proposals from responsible bidders or proposers after making diligent efforts to do so, the purchase may be made without obtaining three price quotes or proposals, provided that the efforts made to obtain three quotes or proposals shall be documented in the contract file for the purchase and/or documented on the Procurement Cover Sheet. h. Nothing herein shall preclude the City from requiring a Formal Solicitation if deemed to be in the best interest of the City.

2. Bid or Proposal Evaluation
a. The City may reject any or all bids or proposals in response to a city solicitation in its sole discretion. Justification of rejection should be recorded and communicated to the proposer as a professional courtesy and to maintain good vendor relationships b. If no bids or proposals are received, the city may make the purchase by any lawful reasonable and available means, notwithstanding the other requirements of this chapter. c. If two or more bids or proposals received are for the same total amount or unit price, quality and service being equal, the contract may be awarded to either bidder or proposer.

3. Awarding Contracts
a. Invitation for Bids (IFBs) shall be awarded to the responsible proposer submitting the lowest responsive bid
b. Request for Proposals (RFPs) shall be awarded based on demonstrated competence and the professional qualifications necessary for the satisfactory performance of the service, offered at a fair and reasonable price.
c. Contract Templates approved by the City Attorney’s Office must be used. Exceptions to standard City Terms and Conditions must be approved by the City Attorney’s office. d. Upon final approval of a contract, the following contract signature authorities apply:
i. Vendor signatures shall be obtained first. Departments must confirm the authorized signatures depending on the company’s organization.
ii. Under $30,000 Department Head may sign/execute on behalf of City. iii. Over $30,000 City Manager will sign and if applicable (City Attorney reviewed/approved exceptions to terms), the City Attorney will also sign. 23 23 of 309

ADMINISTRATIVE POLICY

CHAPTER ONE

FINANCE
POLICY 1-9

Page 10 of 17 ends

Effective 11-28-2025
iv. Contracts that have City Attorney approved exceptions to standard terms or insurance and Contracts that require City Council approvals, will be signed by the City Manager, City Attorney and City Clerk.
v. All executed contracts must be filed with the City Clerk’s Office to create a record and assign a contact/agreement number. Final executed contracts should be provided to the Purchasing Officer to enter into the ERP System.

4. Purchasing Approval Involving Personal Relationships No City employee shall approve, recommend, authorize, or otherwise participate in the selection, award, negotiation, or administration of any contract, purchase order, or agreement in which they have a personal relationship with any counterparty. For purposes of this prohibition, “personal relationship” means a person related by blood, adoption, current or former marriage, domestic partnership or cohabitation. Cohabitation means living with another person while in a romantic relationship without being married or in a domestic partnership If such a relationship exists, the City employee acting as the approving authority shall immediately disclose the relationship in writing and recuse themselves from all related discussions, decisions, and approvals and elevate the approval to the next level of approval authority.

Section D: Public Projects – Public Works Projects or “Construction Services” California Uniform Public Construction Cost Accounting Act. The City has adopted the Uniform Public Construction Cost Accounting Act (Pub. Cont. Code section 22000 et seq., as may be amended) (the “Act”) and all expenditures for Public Projects, as defined by Public Contract Code section 22002, by the City shall be made in accordance with the Act.

1. Solicitation Procedures. The Department initiating the purchase shall make a reasonable and good faith estimate of the anticipated cost of the project and utilize the appropriate solicitation procedure below. Purchases shall not be split or separated into smaller orders for the purpose of circumventing policy requirements.
a. No Competitive Solicitation Required. Public Projects with an estimated cost of $75,000 or less (or as such limit may be amended from time to time) may be performed by City employees by force account or else may be awarded by negotiated contract or by purchase order without competitive bidding.
b. Informal Bid Required. Public Projects over $75,000 but not more than $220,000, require either the informal bid procedures set forth herein or the formal solicitation procedures set forth herein.
c. Formal Bidding Required. Public Projects exceeding $220,000 require formal solicitation procedures set forth herein.
24 24 of 309

ADMINISTRATIVE POLICY

CHAPTER ONE

FINANCE
POLICY 1-9

Page 11 of 17 ends

Effective 11-28-2025
d. Informal Bid Procedures. A notice inviting bids shall be prepared, which describes the project in general terms, explains how to obtain more detailed information about the project, and states the time and place for the submission of bids. The notice shall be sent to all contractors for the category of work to be bid, as shown on the list developed in accordance with this section, and to all construction trade journals as specified by the California Uniform Public Construction Cost Accounting Commission ("Commission"), in accordance with Public Contract Code Section 22036, including any amendment thereto. Note: Informal Bidding Procedures do not require publication.

Notices sent to contractors on the contractors list shall be sent not less than ten (10) calendar days before bids are due and may be sent by mail, fax, or email. Additional contractors and/or construction trade journals may be notified at the discretion of the department soliciting bids, provided, however:
i. If there is no list of qualified contractors maintained by the City for the particular category of work to be performed, the notice inviting bids shall be sent only to the construction trade journals specified by the Commission. ii. If the product or service is proprietary in nature such that it can be obtained only from a certain contractor or contractors, the notice inviting informal bids may be sent exclusively to such contractor or contractors.
e. Formal Bid Procedures. A notice inviting bids shall be prepared, which describes the project in general terms, explains how to obtain more detailed information about the project, and states the time and place for the submission of bids. The notice shall be published at least fourteen (14) calendar days before the date of opening the bids in a newspaper of general circulation, printed and published in the City; or, if there is no newspaper printed and published in the City, in a newspaper of general circulation which is circulated within the City; or, if there is no newspaper which is circulated within the City, publication shall be by posting the notice in at least three places within the City as have been designated by ordinance or regulation of the City as places for the posting of its notices.

The notice inviting formal bids shall also be sent electronically, if available, by either fax or email and mailed to all construction trade journals specified by the Commission pursuant to Public Contract Code Section 22036. The notice shall be sent at least fifteen (15) calendar days before the date of opening the bids. In addition to notice required by this section, the City may give such other notice as it deems proper.

2. Contractors List. The City shall develop and maintain a list of contractors in accordance with the provisions of Public Contract Code Section 22034 and criteria promulgated from time to time by the Commission.
25 25 of 309

ADMINISTRATIVE POLICY

CHAPTER ONE

FINANCE
POLICY 1-9

Page 12 of 17 ends

Effective 11-28-2025

3. Bidder’s Security. All hard copy or electronic bids shall be presented under sealed cover accompanied by one of the following forms of bidder’s security: (a) cash; (b) cashier’s check made payable to the City; or (c) a bidder’s bond executed by an admitted surety insurer made payable to the City. Such security shall be an amount equal to at least ten percent (10%) of the bid amount. No bid shall be considered unless security in the form above set forth is enclosed with the bid.

4. Award of Contract. If a contract is awarded, it shall be awarded to the responsible bidder submitting the lowest responsive bid. If two or more bids are the same and the lowest, the contract may be awarded to either bidder.
a. If the project was bid using informal bidding procedures, and all bids received exceed two hundred twenty thousand dollars ($220,000), as such limit may be amended from time to time, the City Council may, by adoption of a resolution by a four-fifths vote, award the contract to the lowest responsive and responsible bidder if the amount of the contract does not exceed two hundred thirty five hundred dollars ($235,000), as such limit may be amended from time to time, and it determines the City’s cost estimate for the project was reasonable. Otherwise, the project shall be re-bid following the formal bidding procedures.
b. In its discretion, the City may reject any or all bids, and may do any of the following:
i. Abandon the project.
ii. Re-advertise for bids in the manner described herein. iii. By a four-fifths vote, the City Council may declare by resolution that the project can be performed more economically by City employees and may have the project done by force account without further complying with this chapter. Prior to rejecting all bids and declaring that the project can be more economically performed by City employees, the City shall furnish a written notice to an apparent low bidder, informing the bidder of the City's intention to reject the bid.

Such written notice shall be mailed at least two (2) business days prior to the hearing at which the City intends to reject the bid.

5. If no bids are received through the formal or informal bidding procedure, the project may be performed by City employees by force account or by a negotiated contract without further complying with this Policy.

6. Contractor Name/Ownership Change: In the event of a contractor name and/or ownership change, a contract amendment will be required. Assignments (ownership change) must be reviewed by the City Attorney, and the new contractor/owner must be vetted by the City Department and verified to be in good standing and qualified to perform the contract services. 26 26 of 309

ADMINISTRATIVE POLICY

CHAPTER ONE

FINANCE
POLICY 1-9

Page 13 of 17 ends

Effective 11-28-2025

7. Public Works Projects or “Construction Services” approval levels that meet the definition of California Uniform Public Construction Cost Accounting Act (CUPCCAA) have the following approval levels.

LEVEL 1 – CUPCCAA: Projects below $75,000 require Department Head and City Manager approval. Formal Solicitation is not required (see No Competitive Bidding Required) under Public Projects below. An approved Purchase Requisition, One Quote and a Contract is required LEVEL 2 – CUPCCAA: Projects above $75,000 but below $220,000 require Department Head and City Manager or Designee approval. The Informal Bid/Quote Procedure (3 quotes) or Formal Solicitation may be utilized depending on the complexity of the project. An approved Purchase Requisition and a City Contract is required
LEVEL 3 – CUPCCAA: Projects exceeding $220,000 require Department Head, City Manager and City Council approval and require Formal Solicitation Procedures (IFB or RFP). An approved Purchase Requisition, bid award and a City Contract is required.

Change Order and Amendments: Approval authority limits shall be based on the total contract amount inclusive of any change orders or amendments. If a contract increase results in an aggregate contract amount which exceeds the authority level of the initial contract approval, the change order or amendment must be approved by the appropriate authority in accordance with the levels above.

Contract Contingency: Department Heads may request City Council approval of a contract contingency at the time of contract approval.

Contingency requests may range from 10-20% based on the type of service and/or project. Use of contingency amounts will require a Purchase Requisition and a Contract Change Order/Amendment but will not require re-approval from Council.

Section E: Exceptions to Competitive Purchasing Requirements The exceptions to competitive solicitation requirements are pursuant to ordinance 2.30.050, but approvals levels still apply.

1. No Competitive Advantage. When the City Manager or City Council determine that no price advantage would be gained from a competitive solicitation process. 27 27 of 309

ADMINISTRATIVE POLICY

CHAPTER ONE

FINANCE
POLICY 1-9

Page 14 of 17 ends

Effective 11-28-2025

2. Commodities. On an annual basis, the City Council will approve a list of commodities that are not readily adaptable to the open-market bid, Request for Proposals, or competitive bid processes and should therefore be exempt from the competitive bidding requirements of these Guidelines. Examples may include, but are not limited to, fuel, sand, rocks, lumber, mulch, and trees. Any approved commodities will be eligible for purchase after procuring three (3) quotes upon the review and approval of the Procurement Officer, so long as purchases fall within the approved budgets in the Fiscal Year Operating Budget.

3. Miscellaneous expenditures. Specific services are excluded from the requirements in this policy, such as employee benefit payments, insurance policy premiums, the purchase or lease of real property, unilateral services such as postage, required licenses, utilities and/or required government fees and payments to other government agencies.

4. Pass-Through Agency. When the City receives Federal, State, or County grant monies as a pass-through agency. This includes situations where the City is a fiscal agent, receiving funds on behalf of a separate entity.

5. Payments to Contract Instructors. When the City provides payment to a contract instructor for a recreation class where the payment is based on participant registration.

6. Sole Source. Sole Source purchases over $10,000 require City Manager or City Council approvals. This is appropriate when the Department Director determines that there is only one source that provides the needed services, supplies, or equipment or to ensure compatibility with other city products and equipment. The Department must provide justification and shall procure these items in the best interest of the city. The Purchase Requisition should provide justification for the Sole Source request. Instances when sole source procurement may be necessary:
a. The goods or service is available from only one vendor. b. To match existing products in use to ensure compatibility. c. In order that a field test or experiment may be made to determine a product’s suitability for future use.
d. Competition is deemed inadequate after soliciting a number of sources. e. Vendor holds a unique set of skills or expertise that makes it impossible/unlikely anyone else can do the work or the same quality of work. f. Product or service is Proprietary, and vendors can provide Proprietary Affidavit. 28 28 of 309

ADMINISTRATIVE POLICY

CHAPTER ONE

FINANCE
POLICY 1-9

Page 15 of 17 ends

Effective 11-28-2025

7. Cooperative Contracting: Departments may save time and money by utilizing (piggybacking) on contracts that have been solicited by other Public Agencies or Procurement Cooperative Partners (Omnia, NASPO, Sourcewell, etc.) if the solicitation methods meet the City’s solicitation requirements. Department Directors, City Procurement Officer and the City Legal Counsel will review Cooperative Agreements to verify pricing is competitive, purchasing policy requirements have been met and terms and conditions are agreeable. Cooperative Contracts require approvals in accordance with dollar thresholds listed in this Policy.

Cooperative Agreements much adhere to the following requirements:
a. The competitive bidding source contract must still be in effect. b. The source contract must not preclude the City from using it as an agreement for cooperative purchasing.
c. The awarding jurisdiction for the source contract must be either the federal government, a State within the United States of America, or a county or city within the United States of America. ▪ Examples of nationally recognized purchasing cooperatives include, but are not limited to, California Multiple Award Schedule (CMAS); National Association of State Procurement Officers (NASPO) ValuePoint; the Department of General Services (DGS); OMNIA Partners (formerly U.S. Communities Cooperative Purchasing); Sourcewell (formerly National Joint Powers Alliance); and federal General Services Agency (GSA) procurements.
d. The prospective vendor making a proposal to the City must be the same vendor that was awarded the source contract. It is insufficient for the prospective vendor to be a partner supplier or authorized re-seller under the source contract vendor. e. The scope of work and/or goods delivered in the source contract must be the same as (or substantially similar to) the scope of work and/or goods requested by the City. f. The prospective vendor must extend to the City the same terms and conditions as (or terms more favorable to the City than) those in the initial contract. g. City Attorney must approve agreements related to the Cooperative purchase.

8. Emergency. Where an emergency situation exists, or where a disaster has been declared by the City Council, State or Federal government, such that the life, health or safety of employees or the general public is at risk, or when significant harm may occur to city property or operating systems and goods and/or services must be procured immediately to prevent loss or substantial disruption of city services or functions; provided that competitive bidding is not required by a state or federal reimbursing agency and is otherwise consistent with State law. 29 29 of 309

ADMINISTRATIVE POLICY

CHAPTER ONE

FINANCE
POLICY 1-9

Page 16 of 17 ends

Effective 11-28-2025

9. Mandated Expenditures. When expenditures are mandated by law or regulation, such as county booking fees, utilities, postage, waste disposal fees or other non-negotiable permit, use or application fees.

10. Non-Traditional Procurements. Certain goods and services are acquired in a specific manner (through methods and/or from sources) that may meet the “best quality and value” standards outside of the open, competitive market. Examples of such non-traditional procurements include goods purchased through public auction, closeout sale, bankruptcy sale, or other similar sale, where the purchase at any such auction or sale is made at a cost below the market cost.; goods obtained as part of an exchange that is not a sale or auction. goods produced by the California Prison Industry (CALPIA).

11. Best Interest of City. When the City Manager determines that bidding would be impractical, inefficient, or otherwise not in the best interest of the city, provided that contract file contains sufficient documentation to justify bid impracticality.

Section F: General Purchasing Guidelines

1. Record Keeping. The Finance Department is responsible for maintenance of purchasing records.

2. Receiving Goods/Equipment
a. Inspection and Testing. All goods procured by the City shall be subject to inspection and/or testing upon receipt or completion by the Department receiving the product to ensure conformance with the specifications set forth in the order. If a product fails to meet specifications, it shall be identified as "on hold pending rejection," and a notification shall be forwarded to the Finance Department. If a product is determined to be unusable, it shall be rejected and returned to the vendor as the vendor directs, and at their expense, for credit or replacement. Items found not to specifications, but of limited usability, may be conditionally accepted but only after renegotiation of the original contract.
b. Acceptance. When goods have been received or a project has been completed to the satisfaction of the ordering Department and the specifications, the packing slip and/or other completion documentation shall be signed off by the receiver/inspector.

Information to be noted in the documents must include, as a minimum, the acceptor’s signature and a legible rendering of their name and the date of receipt/completion. Any deviation from the exact ordering specifications must be noted on the receiving/acceptance documents.

3. Contractor Performance Departments are responsible for monitoring contractor performance and immediately address deficiencies or deviations from the Scope of Work or Pricing. If after 30 30 of 309

ADMINISTRATIVE POLICY

CHAPTER ONE

FINANCE
POLICY 1-9

Page 17 of 17 ends

Effective 11-28-2025
formal notice, deficiencies are not resolved, Departments should involve the Procurement Officer to determine if a formal Notice to Cure is necessary. If a Notice to Cure is unsuccessful in resolving deficiencies, the Procurement Officer and Legal Team will review and determine if a breach of contract exists and if termination of the contract is necessary. All performance deficiencies should be documented by the Department.

Section G: State or Federally Funded Projects and Procurements. State or federally funded purchase requests must follow the funding agencies Purchasing Policy and in certain cases, specific Contract Terms must be added to the contract. Due diligence must be followed to ensure the funding agency purchasing policy is applied.
31 31 of 309
RESOLUTION NO. 25.XXX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

LAGUNA BEACH, CALIFORNIA, ELECTING TO BECOME

SUBJECT TO THE UNIFORM PUBLIC CONSTRUCTION COST

ACCOUNTING ACT AND FINDING THE SAME NOT A

PROJECT SUBJECT TO THE CALIFORNIA

ENVIRONMENTAL QUALITY ACT
WHEREAS, in 1983, the California Legislature adopted the Uniform Public Contract Cost Accounting Act (commencing with Public Contract Code § 22000) to provide for a uniform cost accounting standard for construction work performed or contracted by local agencies and further providing an alternative method for bidding and awarding contracts for public projects; and WHEREAS, Public Contract Code § 22030 provides that any public entity that desires to utilize the alternative procedures for bidding and contracting for public projects must elect, by resolution, to become subject to the uniform construction cost accounting procedures set forth in the Act and must notify the State Controller of its election; and WHEREAS, the City desires to become subject to the uniform construction cost accounting procedures set forth in Public Contract Code § 22000, et seq.; and WHEREAS, Public Contract Code § 22034 requires each public agency that elects to become subject to the uniform construction cost accounting procedures to enact an informal bidding ordinance that complies with the requirements set forth in Public Contract Code § 22034; and
WHEREAS, concurrently herewith, the City Council has introduced Ordinance No.

XXXX, which, among other things, adopts informal bidding procedures in accordance with the requirements of Section 22034 of the Public Contract Code.

Attachment 3
32 32 of 309
-2- Reso. #

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

SECTION 1. The foregoing recitals are each true and correct and incorporated herein by this reference.

SECTION 2. The City Council of the City of Laguna Beach elects under Public Contract Code § 22030 to become subject to the Uniform Public Construction Cost Accounting Act procedures set forth in Public Contract Code § 22010, et seq.

SECTION 3. The City Clerk is directed to inform the California State Controller forthwith of the City’s election to become subject to the Uniform Public Construction Cost Accounting Ac.

SECTION 4. This resolution is not a project subject to the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines sections 15061(b)(3) and 15378(b)(2) as the decision to utilize the Unform Public Construction Cost Accounting Act’s procedures is an act of general policy and procedure making and it can be seen with certainty that there is no possibility this decision may have a significant effect on the environment.

SECTION 5. This Resolution will become effective upon the effective date of Ordinance No. XXXX.

ADOPTED this _____ day of _________, 2025.

Alex Rounaghi, Mayor
ATTEST:
33 33 of 309
-3- Reso. #
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 _____________, 2025, by the following vote:

AYES: COUNCILMEMBERS:

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:

City Clerk, City of Laguna Beach, CA
34 34 of 309
35 of 309

STAFF REPORT
Meeting Date:

October 14, 2025

CONSENT
16 SUBJECT: SERVICE AGREEMENT FOR ONSITE MULTIMEDIA SUPPORT FOR CITY

COUNCIL MEETINGS
RECOMMENDATION: It is recommended that the City Council:

1. Authorize the City Manager to execute a service agreement with Network Television Time, Inc. in the amount of $48,000 for onsite City Council meeting support services in Fiscal Year 2025-26;

2. Appropriate $48,000 from the General Fund available fund balance for Fiscal Year 2025-26;

3. Authorize the City Manager to extend the agreement for up to two additional one-year terms, provided that sufficient funding is available in the approved budget; and

4. Find that the action is not a “project” under the California Environmental Quality Act pursuant to CEQA Guidelines Section 15378(b)(4) and (b)(5).

SUMMARY OF THE MATTER
This report recommends that the City Council approve a professional services agreement with Network Television Time, Inc. (NTT) in the amount of $48,000 for multimedia support during City Council meetings in Fiscal Year (FY) 2025-26. These services include audiovisual support and backup broadcasting coverage, during public meetings.

The agreement is necessary because funding was not included in the City Clerk’s original budget for FY 2025-26. Staff recommends appropriating $48,000 from the General Fund available fund balance.

The proposed contract aligns with the City’s goal of ensuring high-quality public service delivery and effective governance. The action is not a project under CEQA as it constitutes an administrative activity with no physical impact.

DISCUSSION
In 2024, following the retirement of the City’s in-house staff member responsible for City Council meeting support, the City retained NTT to provide onsite audiovisual assistance during Council meetings. Since then, NTT has delivered reliable services through a dedicated contract staff member.

This contractor provides technical support to City staff and the public, facilitates presentation display, and serves as backup for the City’s contracted meeting broadcaster. The consistent presence of a trained individual at meetings has improved service continuity and technical responsiveness.

The current agreement was not included in the FY 2025-26 budget for the City Clerk’s Office and requires a one-time General Fund appropriation of $48,000. Staff also recommends authorizing the City Manager to extend the agreement for up to two additional years, subject to future budget approval. A copy of the proposed agreement is included as Attachment 1.
1 of 332

SERVICE AGREEMENT FOR ONSITE MULTIMEDIA SUPPORT FOR CITY COUNCIL

MEETINGS
October 14, 2025

Page 2 of 2 ends

FINANCIAL ANALYSIS
The total cost of the agreement is $48,000 for FY 2025-26. This expense is not currently budgeted. Staff recommends appropriating $48,000 from the General Fund available fund balance to the City Clerk Department budget. Future renewals will be subject to the availability of funds in subsequent adopted budgets.

Compliance with new Purchasing Policy
The proposed professional services agreement with NTT complies with the City’s new Purchasing Policy.

The total contract amount of $48,000 falls within the City Manager’s contract award authority; however, City Council approval is requested due to the need for a new budget appropriation in FY 2025-26.

Pursuant to the new Purchasing Ordinance, competitive bidding is not required when a contract qualifies as a sole source. NTT is uniquely qualified to provide the services due to its direct experience supporting Laguna Beach City Council meetings, familiarity with the City’s audiovisual systems, and proven performance. A written sole source justification has been prepared and will be maintained in the contract file (Attachment 2).

Award of this contract for professional services is also consistent with the updated Purchasing Ordinance, which allows professional services to be awarded based on demonstrated competence and qualifications offered at a fair and reasonable price.

ENVIRONMENTAL ANALYSIS
This action is not subject to the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines Section 15378(b)(4) and (b)(5). The contract constitutes a funding and administrative activity that will not result in a direct or reasonably foreseeable indirect physical change to the environment. No environmental review is required.

ATTACHMENTS

1. Professional Services Agreement with NTT (Pgs. 3-22)

2. Justification sole source memo (Pg. 23)
Submitted By: Ann Marie McKay Approved: .David A Kiff
Ann Marie McKay, City Clerk Dave Kiff, City Manager
Report Prepared By: Coordinated With:

Ann Marie McKay, City Clerk
2 of 332
-1 PROFESSIONAL SERVICES AGREEMENT
#25-73
PROFESSIONAL SERVICES AGREEMENT (#25-73)

BETWEEN THE CITY OF LAGUNA BEACH AND
NETWORK TELEVISION TIME (NTT), INC.

1. PARTIES AND DATE.

This Agreement is made and entered into this 1st day of July, 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 Network Television Time (NTT), Inc., California Corporation, with its principal place of business at 1014 S Westlake Blvd, Suite 14-305, Westlake Village, CA, 91361 ("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 local government meeting production 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 Laguna Beach City Council meeting productions 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 Laguna Beach City Council meeting productions services necessary ("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 July 1, 2025, to June 30, 2026, unless earlier terminated as provided herein. 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.

Attachment 1
3 3 of 332
-2- PROFESSIONAL SERVICES AGREEMENT
#25-73

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 forty-eight thousand dollars ($48,000) without written approval of the City Council or City Manager, as applicable. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

1.1.1 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. Payment shall be made in compliance with the Invoice and Payment Instructions

3.2.2 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.

3.2.3 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 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. 4 4 of 332
-3- PROFESSIONAL SERVICES AGREEMENT
#25-73

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 Jones, Senior Regional Broadcast Producer, Trevor Wennberg, Regional Broadcast Producer, and Tyler Deans, Webcast Coordinator

3.3.5 City's Representative. The City hereby designates Ann Marie McKay, or 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 Greg Jones, Senior Regional Broadcast Producer, or his 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 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 5 5 of 332
-4- PROFESSIONAL SERVICES AGREEMENT
#25-73
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 also perform the Services in strict accordance with any completion schedule or Project milestones by the City 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.
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) 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.

Notwithstanding the foregoing in this section, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 6 6 of 332
-5- PROFESSIONAL SERVICES AGREEMENT
#25-73

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, with
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 failure to comply with the laws, regulations and policies described in this Section, or any other relevant water quality law, regulation, or policy.
7 7 of 332
-6- PROFESSIONAL SERVICES AGREEMENT
#25-73

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.

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. 8 8 of 332
-7- PROFESSIONAL SERVICES AGREEMENT
#25-73
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) 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, 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 9 9 of 332
-8- PROFESSIONAL SERVICES AGREEMENT
#25-73
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 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
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 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 10 10 of 332
-9- PROFESSIONAL SERVICES AGREEMENT
#25-73
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 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,
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 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 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 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 11 11 of 332
-10- PROFESSIONAL SERVICES AGREEMENT
#25-73
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 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
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
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.

3.4.4 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 12 12 of 332
-11- PROFESSIONAL SERVICES AGREEMENT
#25-73
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 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, or this Agreement, including without limitation the payment of all damages, expert witness fees and
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 Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which 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 . 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 13 13 of 332
-12- PROFESSIONAL SERVICES AGREEMENT
#25-73
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 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 Consultant 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 or 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:

Consultant: Network Television Time (NTT), Inc.
1014 S Westlake Blvd, Suite 14-305,
Westlake Village, CA, 91361
ATTN: Greg Jones, Senior Regional Broadcast Producer
City: City of Laguna Beach
505 Forest Avenue
Laguna Beach CA 92651
ATTN: Ann Marie McKay, City Clerk
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.
14 14 of 332
-13- PROFESSIONAL SERVICES AGREEMENT
#25-73

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 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.

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 & 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, 15 15 of 332
-14- PROFESSIONAL SERVICES AGREEMENT
#25-73
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 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 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.

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 . 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 reason

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 16 16 of 332
-15- PROFESSIONAL SERVICES AGREEMENT
#25-73
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 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. 17 17 of 332
-16- PROFESSIONAL SERVICES AGREEMENT
#25-73

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 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.

SIGNATURES ON NEXT PAGE
18 18 of 332
-17- PROFESSIONAL SERVICES AGREEMENT
#25-73
SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT #25-73

BETWEEN THE CITY OF LAGUNA BEACH AND
NETWORK TELEVISION TIME (NTT), 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 NETWORK TELEVISION TIME (NTT), INC.

By:

Its:

Printed Name:

Date:_________________________________
By:

Its:

Printed Name:

Date:_________________________________
Approved By:

Dave Kiff
Laguna Beach City Manager
Date:_________________________________
Approved as to Form: _____________________________________ City Attorney Attested By:

City Clerk
19 19 of 332
55852.00003\42823523.1
-1 PROFESSIONAL SERVICES AGREEMENT
#25-73
EXHIBIT "A"

SCOPE OF SERVICES
Laguna Beach City Council Meeting Productions
$1,800 per meeting. Each meeting includes the following:
- Pre-Meeting Testing (2 hours)
- Meeting Production Services (6 hours)
- Remote monitoring
- Zoom, Granicus, and YouTube Management
Meetings extended beyond four hours, subsequent hour(s) will be invoiced at $150 per hour. 20 20 of 332
-1 PROFESSIONAL SERVICES AGREEMENT
#25-73
EXHIBIT "B"

SCHEDULE OF SERVICES
City Council Meeting - July 8, 2025
City Council Meeting July 22, 2025
City Council Meeting - August 12, 2025
City Council Meeting - September 23, 2025
City Council Meeting - October 14, 2025
City Council Meeting - October 28, 2025
City Council Meeting - November 18, 2025
City Council Meeting - December 9, 2025
City Council Meeting - January 2026
City Council Meeting - January 2026
City Council Meeting - February 2026
City Council Meeting - February 2026
City Council Meeting - March 2026
City Council Meeting - March 2026
City Council Meeting - April 2026
City Council Meeting - April 2026
City Council Meeting - May 2026
City Council Meeting - May 2026
City Council Meeting - June 2026
City Council Meeting - June 2026
21 21 of 332
-1 PROFESSIONAL SERVICES AGREEMENT
#25-73
EXHIBIT "C"

COMPENSATION
(See Exhibit A)
To be remit via ACH to:

Routing # 121042882
Account # 8480020471
Email invoices to [email protected] and [email protected] 22 22 of 332
City of Laguna Beach

SOLE SOURCE JUSTIFICATION
Date: October 7, 2025
Vendor: Network Television Time, Inc. (NTT)
Contract Amount: $48,000
Service: Onsite information technology support for City Council meetings NTT has provided onsite IT support for Laguna Beach City Council meetings since 2024, following the retirement of the City’s in-house staff. NTT staff are uniquely familiar with the City’s audiovisual systems and have delivered consistent, high-quality support. They also serve as a trained backup for meeting broadcasting, which is critical for continuity.

No other known vendors currently offer equivalent services with the necessary experience in Laguna Beach systems. Transitioning to another vendor would introduce unnecessary risk and disrupt meeting operations. The price is consistent with prior-year costs and is considered fair and reasonable.

Approved by
_________________________
Ann Marie McKay, City Clerk
_________________________ Date_______________
Dave Kiff, City Manager
Attachment 2
23 23 of 332

STAFF REPORT
Meeting Date:

October 14, 2025

CONSENT
17 SUBJECT: APPROVAL OF AGREEMENT AND APPROPRIATION OF FUNDS FOR

PAYMENT CARD INDUSTRY (PCI) SELF ASSESSMENT QUESTIONNAIRE (SAQ) WITH TEVORA BUSINESS SOLUTIONS, INC.

RECOMMENDATION: It is recommended that the City Council:

1. Authorize the City Manager to execute the General Service Agreement for Payment Card Industry (PCI) Self-Assessment Questionnaire (SAQ) with Tevora Business Solutions, Inc. for an initial 3- year term beginning November 1, 2025, through October 31, 2028, with annual renewal options for up to two additional years, for a total not-to-exceed amount of $143,043;

2. Approve an appropriation of $27,000 from the available unappropriated fund balance in the City’s General Fund for the first year of the contract service; and

3. Find that this action is not a project subject to the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15378.

SUMMARY OF THE MATTER
This report recommends that the City Council approve a General Services Agreement with Tevora Business Solutions, Inc. for Payment Card Industry (PCI) Self-Assessment Questionnaire (SAQ) compliance services and appropriate $27,000 from the General Fund for the first year of the contract. PCI compliance refers to industry standards designed to protect credit and debit card information during electronic transactions. The agreement supports the City’s requirement to annually demonstrate PCI Data Security Standard compliance and avoid banking penalties. The contract will be administered through a cooperative purchasing agreement with the County of Orange and will not exceed $143,043 over a maximum five-year term (Attachment 1).

This action aligns with the City’s commitment to fiscal responsibility and secure financial operations. The project is not subject to CEQA pursuant to Guidelines Section 15378.

DISCUSSION
Background:

The City is required to demonstrate annual compliance with Payment Card Industry Data Security Standards (PCI DSS) due to its acceptance of credit and debit card payments for City services. Non-compliance could result in fines or surcharges from the City’s banking institutions.

To fulfill this requirement, the Finance Department contracts with a Qualified Security Assessor (QSA) for annual SAQ services. Tevora Business Solutions, Inc. was selected through a cooperative agreement with the County of Orange (Agreement #017-23010029), which was the result of a formal RFP process. This allows the City to secure competitively priced services under the same terms.

The contract includes annual onsite assessments, staff training, and reporting services, and ensures the City meets evolving compliance standards without storing cardholder data on internal servers. 1 of 402

APPROVAL OF AGREEMENT AND APPROPRIATION OF FUNDS FOR PAYMENT CARD

INDUSTRY (PCI) SELF ASSESSMENT QUESTIONNAIRE (SAQ) WITH TEVORA BUSINESS SOLUTIONS, INC.

October 14, 2025

Page 2 of 2 ends

Timeline:

Date Milestone
FY 2025-26 Year 1 PCI SAQ compliance with Tevora
FY 2026-27 to FY 2029-30 Annual assessments (contract renewals as needed) The multi-year agreement for the 5-year term is included in Attachment 2.

FINANCIAL ANALYSIS
The total contract value over five years is not to exceed $143,043. For FY 2025-26, staff requests a onetime appropriation of $27,000 from the unappropriated balance of the General Fund to Account 1101701- 55036 (Finance – Contractual Services). Funding for subsequent years will be included in future annual budget requests.

ENVIRONMENTAL ANALYSIS
The proposed action is not a project subject to the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15378, as it does not constitute an activity that may result in a direct or reasonably foreseeable indirect physical change to the environment.

ATTACHMENTS

1. General Services Agreement for Payment Card Industry (PCI) Self-Assessment Questionnaire (SAQ) with Tevora Business Solutions, Inc. (Pgs. 3-23)

2. County of Orange Cooperative Agreement #017-23010029 with Tevora Business Solutions, Inc. (Pgs. 24-70)
Submitted By: Michelle Bannigan Approved: .David A Kiff Michelle Bannigan, Finance
Director
Dave Kiff, City Manager
Report Prepared By: Coordinated With:

Shannon Espinoza, Finance Manager Christina Reyes, Procurement Consultant 2 of 402
Tevora Businsess Solutions, Inc
PCI SAW Assistance Services
1 AGREEMENT FOR GENERAL SERVICES

CITY OF LAGUNA BEACH

GENERAL SERVICE AGREEMENT FOR PCI SAQ ASSISTANCE SERVICES BETWEEN THE CITY OF LAGUNA BEACH AND TEVORA BUSINESS SOLUTIONS, INC.

1. PARTIES AND DATE
This Agreement for General Services (“Agreement”) is made and entered into this day of November 2025, by and between the 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 Tevora Business Solutions, Inc. (Tevora) a Corporation with its principal place of business at 17400 Laguna Canyon Rd. Suite 150, Irvine,California 92618, (“Contractor”). City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.

2. RECITALS

2.1 Contractor.

Contractor desires to perform and assume responsibility for the provision of certain Payment Card Industry (PCI) Self Assessment Questionnaire (SAQ), SAQ-D Merchant Assistance services required by City on the terms and conditions set forth in this Agreement. City and contractor agree to pricing in the Cooperative Agreement between Tevora and the County of Orange (Agreement MA#017-23010029). The County of Orange RFP solicitation conducted for this contract award meets or exceeds the City’s formal solicitation requirements. Contractor represents that it is experienced in providing these types of 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 Contractor to render such services for Payment Card Industry (PCI) Self Assessment Questionnaire (SAQ), SAQ-D Merchant Assistance services as set forth in this Agreement.

3. TERMS

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Contractor promises and agrees to furnish to City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the services and advice on various issues affecting the decisions of City regarding the Project and on other programs and matters affecting City (“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 Attachment 1
3 3 of 402
Tevora Businsess Solutions, Inc
PCI SAW Assistance Services
2 AGREEMENT FOR GENERAL SERVICES
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 for an initial 5 year term from November 1 , 2025 to October 31, 2030 for a not to exceed amount of $143,043 unless terminated earlier as provided herein. This contract may not be renewed. The annual not to exceed is $27,000 for Year 1, $27,945 for Year 2, and $27,945 for Year 3, $29,343 for Year 4 and $30,810 for Year 5. Contractor 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. Contractor 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 $143,043 for the 5 year term without written approval from the City’s Representative.

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. Contractor shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Contractor. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within forty-five (45) days of receiving such statement, review the statement and pay all approved charges thereon (reference Attachment A).

3.2.3 Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless authorized in writing by City.

3.2.4 Extra Work. At any time during the term of this Agreement, City may request that Contractor 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.

Contractor shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative.

3.3 Responsibilities of Contractor.

3.3.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Contractor or under its supervision. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Contractor on an independent contractor basis and not as an employee of City. Contractor retains the right to perform similar or different services for others during the term of this Agreement. Any personnel performing the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor's exclusive direction and control. Neither City, or any of its officials, officers, directors, employees or agents shall have control over the conduct of Contractor or any of Contractor’s officers, employees or agents, except as set forth in this Agreement. Contractor 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. Contractor shall be responsible for all reports and 4 4 of 402
Tevora Businsess Solutions, Inc
PCI SAW Assistance Services
3 AGREEMENT FOR GENERAL SERVICES
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/Time for Performance.
(a) Contractor shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit “B” attached hereto and incorporated herein by reference. Contractor represents that it has the skilled personnel required to perform the Services in conformance with such conditions. In order to facilitate Contractor's conformance with the Schedule, City shall respond to Contractor's submittals in a timely manner. Upon request of City, Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. (b) Neither City nor Contractor 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 Contractor 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.
(c) 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 Contractor to any additional compensation.

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

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

3.3.4 Substitution of Key Personnel. Contractor 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, Contractor may substitute other personnel of at least equal competence and experience upon written approval of City. In the event that City and Contractor cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to City, or who are determined by City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a 5 5 of 402
Tevora Businsess Solutions, Inc
PCI SAW Assistance Services
4 AGREEMENT FOR GENERAL SERVICES
threat to the safety of persons or property, shall be promptly removed from the Project by Contractor at the request of City. The key personnel for performance of this Agreement are as follows: Mikayla Bartell, Manager Payments ([email protected]).

3.3.5 City's Representative. City hereby designates Leyna Nguyen, or his or her designee, to act as its representative for the performance of this Agreement (“City's Representative”). City's Representative shall have the power to act on behalf of City for all purposes under this Agreement. Contractor shall not accept direction or orders from any person other than City's Representative or his or her designee.

3.3.6 Contractor's Representative. Contractor hereby designates Sabrina Failler, Director of Project Manager ([email protected]), or his or her designee, to act as its representative for the performance of this Agreement (“Contractor's Representative”).

Contractor's Representative shall have full authority to represent and act on behalf of Contractor for all purposes under this Agreement. Contractor's Representative shall supervise and direct the Services, using his or 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. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City's staff, contractors and other staff at all reasonable times.

3.3.8 Standard of Care; Performance of Employees. Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by contractors in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the calling necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including any required business license, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Contractor shall perform, at its own cost and expense and without reimbursement from City, any services necessary to correct errors or omissions which are caused by Contractor's failure to comply with the standard of care provided for herein, and shall be fully responsible to City for all damages and other liabilities provided for in the indemnification provisions of this Agreement arising from the Contractor’s errors and omissions.. Any employee of Contractor or its subcontractors who is determined by 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 City, shall be promptly removed from the Project by Contractor and shall not be re-employed to perform any of the Services or to work on the Project.

3.3.9 Laws and Regulations. Contractor 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. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to City, Contractor shall be solely responsible for all costs arising therefrom. Contractor shall defend, indemnify and hold City, its officials, officers, employees and agents free and harmless, pursuant to the 6 6 of 402
Tevora Businsess Solutions, Inc
PCI SAW Assistance Services
5 AGREEMENT FOR GENERAL SERVICES
indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

3.3.10 Insurance.
(a) Time for Compliance. Contractor 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, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor 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. (b) 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 Contractor, 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, Contractor agrees to amend, supplement or endorse the policies to do so.
(1) 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. (2) 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. (3) 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. (c) Insurance Endorsements. Required insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
(1) 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 Contractor; or (4) contain any other exclusions contrary to the terms or purposes of this Agreement. For all policies of Commercial General Liability insurance, Contractor 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. Cancellation: Required insurance policies shall not be canceled or the coverage 7 7 of 402
Tevora Businsess Solutions, Inc
PCI SAW Assistance Services
6 AGREEMENT FOR GENERAL SERVICES
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) 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 Contractor or for which the Contractor 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. (3) 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.
(d) 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.
(e) Waiver of Subrogation. All required insurance coverages 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 Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subcontractors. (f) 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.
(g) Evidence of Insurance. The Contractor, 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, Contractor 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.
8 8 of 402
Tevora Businsess Solutions, Inc
PCI SAW Assistance Services
7 AGREEMENT FOR GENERAL SERVICES
(h) 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.
(i) Enforcement of Agreement Provisions (non estoppel). Contractor acknowledges and agrees that actual or alleged failure on the part of the City to inform Contractor of non-compliance with any requirement imposes no additional obligation on the City nor does it waive any rights hereunder.
(j) 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. (k) Additional Insurance Provisions
(1) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Contractor, 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 Contractor pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
(2) 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 Contractor or City will withhold amounts sufficient to pay premium from Contractor payments. In the alternative, City may cancel this Agreement.
(3) The City may require the Contractor to provide complete copies of all insurance policies in effect for the duration of the Project. (4) 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.
(5) 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 Contractor from liability in excess of such coverage, nor shall it limit the Contractor’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.
(6) Contractor shall report to the City, in addition to Contractor’s insurer, any and all insurance claims submitted by Contractor in connection with the Services under this Agreement.
(l) Insurance for Subcontractors. Contractor shall include all subcontractors engaged in any work for Contractor relating to this Agreement as additional insureds under the Contractor's policies, or the Contractor shall be responsible for causing 9 9 of 402
Tevora Businsess Solutions, Inc
PCI SAW Assistance Services
8 AGREEMENT FOR GENERAL SERVICES
subcontractors 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 subcontractor's policies. All policies of Commercial General Liability insurance provided by Contractor’s subcontractors 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. Contractor shall not allow any subcontractor to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subcontractor’s compliance with all insurance requirements under this Agreement, to the extent applicable. The Contractor shall provide satisfactory evidence of compliance with this section upon request of the City.

3.3.11 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, Contractor 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. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.

3.4 Labor Code Requirements.

3.4.1 Prevailing Wage. Contractor is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). 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, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.

3.4.2 Registration. If the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 10 10 of 402
Tevora Businsess Solutions, Inc
PCI SAW Assistance Services
9 AGREEMENT FOR GENERAL SERVICES
1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1.

3.4.3 Compliance Monitoring. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor that affect Contractor’s performance of Services, including any delay, shall be Contractor’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Contractor caused delay and shall not be compensable by the City. Contractor 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 Department of Industrial Relations against Contractor or any subcontractor.

3.4.4 Labor Certification. By its signature hereunder, Contractor 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 Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

3.5 Termination of Agreement.

3.5.1 Grounds for Termination. City may, by written notice to Contractor, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Contractor of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Contractor shall be compensated only for those services which have been fully and adequately rendered to City through the effective date of the termination, and Contractor shall be entitled to no further compensation. Contractor 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 Contractor to provide all finished or unfinished Documents and Data, as defined below, and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request.

3.6 Indemnification.

3.6.1 To the fullest extent permitted by law, Contractor shall defend, indemnify and hold the City, its officials, employees, agents and volunteers free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, regardless of whether the allegations are false, fraudulent, or groundless, to property or persons, including wrongful death, (collectively, “Claims”) in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, 11 11 of 402
Tevora Businsess Solutions, Inc
PCI SAW Assistance Services
10 AGREEMENT FOR GENERAL SERVICES
employees, subcontractors, consultants or agents in connection with the performance of the Contractor’s Services, the Project or this Agreement, including without limitation the payment of all expert witness fees, attorneys’ fees and other related costs and expenses. Notwithstanding the foregoing, to the extent required by Civil Code section 2782, Contractor’s indemnity obligation shall not apply to such loss or damage which is caused by the sole negligence or willful misconduct of the City.

3.6.2 Contractor shall defend, with counsel of City’s choosing and at Contractor’s own cost, expense and risk, any and all Claims covered by this section that may be brought or instituted against City or its officials, employees, agents and volunteers. In addition, Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its officials, employees, agents and volunteers as part of any such claim, suit, action or other proceeding. Contractor shall also reimburse City for the cost of any settlement paid by City or its officials, employees, agents and volunteers as part of any such claim, suit, action or other proceeding. Such reimbursement shall include payment for City’s attorney’s fees and costs, including expert witness fees. Contractor shall reimburse City and its officials, employees, agents and volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor’s obligation to indemnify shall survive expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by the City, its officials, employees, agents and volunteers. This Section

3.6 shall survive any expiration or termination of this Agreement.

3.7 General Provisions.

3.7.1 Accounting Records. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred and fees charged under this Agreement.

All such records shall be clearly identifiable. Contractor 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. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement.

3.7.2 Independent Contractors and Subcontracting.
(a) Use of Contractors. Contractor 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 Contractor is in compliance with the California Labor Code, Contractor shall only utilize its employees to provide the Services. Contractor 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 below. Contractor represents and warrants that all personnel who perform the Services on Contractor’s behalf are Contractor’s employees, and that Contractor 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.
(b) Prior Approval Required. Contractor 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 Contractor to use a Subcontractor, Contractor 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 12 12 of 402
Tevora Businsess Solutions, Inc
PCI SAW Assistance Services
11 AGREEMENT FOR GENERAL SERVICES
further independent contractors, subcontractors or subconsultants without the City’s prior written consent.

Contractor:

Tevora
17400 Laguna Canyon Rd. Suite 150
Irvine, California 92618
City:

Cindy Curley
City of Laguna Beach
505 Forest Avenue
Laguna Beach, CA 92651
Attn: Leyna Nguyen, Finance Department
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 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.

3.7.5 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.

3.7.6 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. This Agreement may only be supplemented, amended or modified by a writing signed by both Parties.

3.7.7 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Orange County.

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

3.7.9 City's Right to Employ Other Contractors. City reserves the right to employ other Contractors in connection with this Project. 13 13 of 402
Tevora Businsess Solutions, Inc
PCI SAW Assistance Services
12 AGREEMENT FOR GENERAL SERVICES

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

3.7.11 Assignment or Transfer. 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.

3.7.12 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 Contractor include all personnel, employees, agents, and subcontractors of Contractor, 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.

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

3.7.14 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.

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

3.7.16 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.

3.7.17 Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Contractor 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 Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Contractor further agrees to file, or shall cause its employees or subcontractors 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.

3.7.18 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, 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 14 14 of 402
Tevora Businsess Solutions, Inc
PCI SAW Assistance Services
13 AGREEMENT FOR GENERAL SERVICES
initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Contractor shall also comply with all relevant provisions of any minority business enterprise program, affirmative action plan or other related programs or guidelines currently in effect or hereinafter enacted.

3.7.19 Authority to Enter Agreement. Contractor 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 Employment Adverse to City. Contractor shall notify City, and shall obtain City’s written consent, prior to accepting work to assist with or participate in a third-party lawsuit or other legal or administrative proceeding against City during the term of this Agreement.

3.7.22 Conflict of Employment. Employment by Contractor of personnel currently on the payroll of City shall not be permitted in the performance of this Agreement, even though such employment may occur outside of the employee’s regular working hours or on weekends, holidays or vacation time. Further, the employment by Contractor of personnel who have been on City’s payroll within one year prior to the date of execution of this Agreement, where this employment is caused by and or dependent upon Contractor securing this or related Agreements with City, is prohibited.

3.7.23 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 and confidentiality obligations, and the obligations related to receipt of subpoenas or court orders, shall survive any such expiration or termination. 15 15 of 402
Tevora Businsess Solutions, Inc
PCI SAW Assistance Services

SIGNATURE PAGE FOR AGREEMENT FOR GENERAL SERVICES

BETWEEN THE CITY OF LAGUNA BEACH AND
TEVORA BUSINESS SOLUTIONS, 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 TEVORA BUSINESS SOLUTIONS, INC
Approved By:
[If Corporation, TWO SIGNATURES,
President OR Vice President AND Secretary
OR Treasurer REQUIRED]
By:

Its: President
Printed Name: Nazy Fouladirad
By:

Its: EVP of Sales
Printed Name: Steve Stumpfl
Dave Kiff
City Manager
Approved as to Form:

City Attorney
Attested By:

City Clerk
14 AGREEMENT FOR GENERAL SERVICES
16 16 of 402
Tevora Businsess Solutions, Inc
PCI SAW Assistance Services
15 EXHIBIT A SCOPE OF SERVICES
EXHIBIT “A”

SCOPE OF WORK
Service Description
Contractor shall provide the following services to the City:
• PCI SAQ Assistance (SAQ-D Merchant)
Service Locations
Services shall be provided from Contractor offices and/or as requested at City’s offices during normal business hours.

Contractor Obligations
Prior to commencement of services, Contractor shall provide the City notice of all personnel assigned to perform services for this contract, and City shalll have the right to approve or disapprove which proposed individuals are staffed for such services. Additionally, any changes to staff assignments must be agreed upon by the City prior to the change. Whenever possible, Contractor shall use previously created material to reduce effort.

City’s Obligations
City shall provide adequate access to systems and personnel as required to perform the project objectives. This includes all network diagrams, documentation, policies, systems, network access, support staff, administrative staff, and executive staff needed to complete the objectives of this Scope of Work. Contractor shall not be responsible for analysis of applications, systems, and networks to which access was not granted.

City shall provide necessary workspace and equipment to conduct onsite work, including (but not limited to) desk space, telephone, printer access, Project Management Tools access, and conference room access as needed.

City shall give Tevora a minimum of three (3) weeks’ notice for resource scheduling requests
Project Deliverables
PCI SAQ Assistance (SAQ-D Merchant)
This portion of the project will be conducted by Contractor’s Qualified Security Assessor (QSA) in good standing with the PCI Security Standards Council (PCI SCC) to complete the PCI Self-Assessment Questionnaire (SAQ) and will include:
17 17 of 402
Tevora Businsess Solutions, Inc
PCI SAW Assistance Services
16 EXHIBIT A SCOPE OF SERVICES
• On-site evaluation of all “in scope” networks and systems related to the cardholder data environment (CDE)
• On-site evaluation of all policies and procedures related to the administration, access, and accountability of systems, services and process deemed “in scope” of the PCI Assessment
• Interviews with relevant stakeholders to determine scope of the PCI assessment • Interviews with relevant operational staff to include administrators, developers, and end users
• Selective sampling of cardholder data components to include server and network configurations, user authorizations, and network data flow • Review and analysis of the following items:
o Network and data diagrams
o Security policies and procedures
o Service/change ticket management
o Systems and networking hardening procedures
o Software development lifecycle (SDLC)
o Cardholder data flow, transmission, and storage
o Infrastructure, design, and configurations to include administration and maintenance
• Network configurations, servers, and related cardholder components • Site sampling:
o To be conducted at a minimum of three (3) Client sites per service area, as deemed necessary by the Contractor’s QSA. Service areas include:
o Contractor sampling methodology is based on the BITS industry standard of 10%, 3 or 30, meaning 10% of a population set; minimum of three (3), maximum of thirty (30)
o Sampling can only be done on population sets that are deemed to be standardized and centrally managed
o Sampling can be a mix of physical (onsite) and logical (offsite) • Documentation and creation of the SAQ
Key Project Considerations
• Up to one (1) round of control testing will be considered in scope for this PCI Assessment.
• All control testing and evidence capture must be completed within 90 days between the initial assessment activities and issuance of the completed SAQ. If the delay is greater than 90 days retesting will be required, and a change order will be issued for the re-testing fees.
• Client’s environment will be assessed against the PCI DSS 3.2.1 Standard. • Assessment activities to be performed remotely except in any of the following circumstances:
18 18 of 402
Tevora Businsess Solutions, Inc
PCI SAW Assistance Services
17 EXHIBIT A SCOPE OF SERVICES
o Client is unable to provide all necessary evidence to adequately perform testing procedures remotely (e.g., physical security controls) o PCI Security Standards Council updates requirements to reinstate the mandate for conducting assessments onsite
Deliverables
• Completed SAQ and AOC that is ready for execution by City representative Service Deliverables City Contractor
PCI SAQ Assistance (SAQ-D
Merchant)
• Completed SAQ-D for
Merchants
• Attestation of Compliance
(AOC)
Assist Primary
• Payment Channels:
o Parking Meters provided by PCI compliant third-party service providers (PCI) independently attested against PCI DSS.
o Handheld Cellular Wireless POI POS solution, meeting eligibility criteria for the SAQ-B IP
o E-Commerce Payments taken via payment pages re-directed to that are entirely hosted by PCI compliant third-party service providers independently attested against PCI DSS.
• Locations to be visited: up to 1 (City Hall in Laguna Beach, CA, USA) Article I. Project Management
Section 1.01 Parties’ Roles
Contractor staff will work as a single team to produce timely and efficient deliverables, consisting of the following roles:

Project Lead
• Responsible for all deliverables
• Escalation point for all project issues
• Works with Project Sponsor to define vision, objectives, and delivery timelines
• Guides project team in the overall methodology and execution of project activities
Technical Lead
• Leads and executes all strategic and tactical objectives for the project • Interfaces with project stakeholders
• Main contributor for all deliverable documentation
• Provides support to the Client team as needed
Project Manager
• Develops and maintains project plan and coordinates all parties 19 19 of 402
Tevora Businsess Solutions, Inc
PCI SAW Assistance Services
18 EXHIBIT A SCOPE OF SERVICES
• Allocates resources, sets milestones, and identifies the critical project path
• Conducts regular meetings and provides updates on major milestone progress, budgets, and issue resolution
(a) City’s Roles
Project Sponsor
• Working with Business Sponsors, sets overall vision, maintains authority over and responsibility for project, provides direction related to key decisions, addresses escalated issues, and ensures IT ownership
• Provide project closure approval
Project Lead
• Ensures IT engagement and secures key IT, compliance, and business resources
• Provides direction related to key project decisions, addresses escalated issues
• Sign-off on deliverables for all activities
• Review testing results
• Validate project communications
Section 1.02 Project Communication
Project communication will occur through the following methods:
• Weekly status meetings (for projects longer than three weeks) • Weekly status updates into Client’s EPM (Enterprise Project Management) system. If none is available updates will be sent via email • Ad hoc status reports as requested
• Email or phone updates on particular issues as needed Section 1.03 Issue Resolution
Any project issues will be resolved through the following escalation sequence:
• Contractor Technical Lead and City Project Sponsor will attempt to resolve issue internally with the project team
• If the above step does not resolve the issue, the Contractor Project Lead will work with the City’s Project Sponsor for resolution
• If the above steps do not resolve the issue, an Issue Resolution Meeting will be conducted with impacted project personnel and subsequent meetings will occur until the issue is resolved
Changes to the scope require a Change Order and City approvals in advance of work being performed.
20 20 of 402
19 EXHIBIT B SCHEDULE OF SERVICES
Tevora Businsess Solutions, Inc
PCI SAW Assistance Services
EXHIBIT “B”

SCHEDULE OF SERVICES
21 21 of 402
20 EXHIBIT C COMPENSATION
Tevora Businsess Solutions, Inc
PCI SAW Assistance Services
EXHIBIT “C” - PRICING AND COMPENSATION
Service Deliverable(s) Cost
Year 1 Services

1. PCI SAQ Assistance (SAQ-D
Merchant)
• Completed SAQ-D for Merchants
• Attestation of Compliance (AOC)
$27,000
Year 1 Sub Total: $27,000
Year 1 Estimated Expenses: $0
Year 1 Total: $27,000
Year 2 Services

1. PCI SAQ Assistance (SAQ-D
Merchant)
• Completed SAQ-D for Merchants
• Attestation of Compliance (AOC)
$27,945
Year 2 Sub Total: $27,945
Year 2 Estimated Expenses: $0
Year 2 Total: $27,945
Year 3 Services

2. PCI SAQ Assistance (SAQ-D
Merchant)
• Completed SAQ-D for Merchants
• Attestation of Compliance (AOC)
$27,945
Year 3 Sub Total: $27,945
Year 3 Estimated Expenses: $0
Year 3 Total: $27,945
Sub Total: $82,980
Estimated Total Expenses: $0
Grand Total: $82,980
Year 4 Services

1. PCI SAQ Assistance (SAQ-D
Merchant)
• Completed SAQ-D for
Merchants
• Attestation of Compliance
(AOC)
Fixed
Fee
$29,343
Year 4 Sub Total: $29,343
Year 4 Estimated Expenses: $0
Year 4 Total: $29,343
Year 5 Services

2. PCI SAQ Assistance (SAQ-D
Merchant)
• Completed SAQ-D for
Merchants
• Attestation of Compliance
(AOC)
Fixed
Fee
$30,810
Year 5 Sub Total: $30,810
Year 5 Estimated Expenses: $0
Year 5 Total: $30,810
Sub Total: $143,043
Estimated Total Expenses: $0
Grand Total: $143,043
22 22 of 402
21 Tevora Businsess Solutions, In
PCI SAW Assistance Services
Attachment A
Invoice/Payment Instructions

ATTACHMENT A

INVOICE/PAYMENT INSTRUCTIONS
I. INVOICE INSTRUCTIONS
A. Contractor’s name and address
B. Contractor’s remittance address if different from above C. Name of City Department
D. City Department’s Contract Number and/or Purchase Order (PO) Number must be referenced on all invoices
E. Order or Service Date
F. Product or Service Description
G. Contractor’s Tax Identification Number (TIN) or Employer’s Identification Number (EIN) H. Total Amount Due (indicate if tax is included)
Contractor must provide an invoice on Contractor’s letterhead for goods delivered and/or services rendered. In the case of goods, Contractor must leave an invoice with each delivery.

Each invoice must have a number and must include the following information:

The responsibility for providing an acceptable invoice to City for payment rests with Contractor.

Incomplete or incorrect invoices are not acceptable and will be returned to Contractor for correction. City’s Project Manager, or designee, is responsible for approval of invoices and subsequent submittal of invoices to the City’s Accounts Payable/Finance Department.

II. PAYMENT TERMS
Invoices must be submitted to the user department to the ship-to address, unless otherwise directed in the Contract and/or PO. Contractor must reference Contract Number on invoice.

Payment will be Net Forty Five (45) calendar days after receipt of an invoice in a format acceptable to the City of Laguna Beach and verified and approved by the department and subject to routine processing requirements.

Billing shall cover services not previously invoiced. Contractor must reimburse the City for any monies paid to Contractor for services not provided or when services do not meet the Contract requirements.

Payments made by City shall not preclude the right of City from thereafter disputing any items or services involved or billed under this Contract and shall not be constructed as acceptance of any part of the services.

III. ELECTRONIC FUNDS TRANSFER (EFT)
The City of Laguna Beach offers the option of receiving payment directly to their bank account via an Electronic Fund Transfer (EFT) process in lieu of a check payment. Payment made via EFT will also receive an Electronic Remittance Advice with the payment details via e-mail. An email address will need to be provided to the City via an EFT Authorization Form. To request a form, please contact the City Department or the Finance Office. 23 23 of 402
CONTRACT RCA-017-23010029
FOR

CYBERSECURITY ASSESSMENT & AUDIT SERVICES

BETWEEN

COUNTY OF ORANGE
AND
TEVORA BUSINESS SOLUTIONS, INC.

Attachment 2
24 24 of 402
County of Orange – OCIT
Tevora Business Solutions, Inc.

Page 2 of 47 ends

File Folder: 2360401
Contract RCA-017-23010029
Cybersecurity Assessment & Audit Services
CONTRACT RCA-017-23010029
FOR

CYBERSECURITY ASSESSMENT & AUDIT SERVICES

BETWEEN

COUNTY OF ORANGE
AND
TEVORA BUSINESS SOLUTIONS, INC.

This Contract for Cybersecurity Assessment & Audit Services (“Contract”), is made and entered into as of the date fully executed by and between the County of Orange (“County”), a political subdivision of the State of California, acting through Orange County Information Technology (“OCIT”) and Tevora Business Solutions, Inc. (“Contractor”), with a place of business at 17875 Von Karmen Ave, Suite 100, Irvine, CA 92614, with County and Contractor sometimes individually referred to as “Party”, or collectively referred to as “Parties”.

ATTACHMENTS
This Contract is comprised of this document and the following Attachments and Exhibit, which are incorporated by reference into this Contract:

Attachment A – Scope of Work
Attachment B – Compensation, Pricing and Payment
Attachment C – County of Orange Information Technology Security Standards Attachment D – Business Associate Contract
Attachment E – Certificate of Return or Destruction and Non-Data Breach Exhibit I – Staffing Plan

RECITALS
WHEREAS, Contractor responded to Request for Proposals (“RFP”) for Cybersecurity Assessment & Audit Services and represented that its services shall meet or exceed the requirements and specifications of the RFP; and
WHEREAS, Contractor agrees to provide services as further set forth in the Attachment A, Scope of Work; and
WHEREAS, County agrees to pay Contractor the fees as more specifically described in Attachment B, Compensation, Pricing and Payment; and
NOW, THEREFORE, the Parties mutually agree as follows:

ARTICLES
I. Definitions:

The following terms and acronyms shall have the meanings set forth below unless otherwise specified in the Scope of Work of this Contract.
a. “Business Day” or “Business Hours” means Monday through Friday 8:00 a.m. to 5:00 p.m. U.S.

Pacific Time, excluding California and federal public holidays in the United States. 25 25 of 402
County of Orange – OCIT
Tevora Business Solutions, Inc.

Page 3 of 47 ends

File Folder: 2360401
Contract RCA-017-23010029
Cybersecurity Assessment & Audit Services
b. “Cloud Software as a Service (SaaS)” means capability provided to County to use applications made available by Contractor running on a cloud infrastructure. The applications are accessible from various County devices through a thin County interface such as a web browser (e.g., webbased email). County does not manage or control the underlying cloud infrastructure including network, servers, operating systems, storage, or even individual application capabilities, with the possible exception of limited user-specific application configuration settings. c. “Deliverable(s)” means tangible and intangible information or material that must be provided by Contractor to County under the terms of this Contract, including any other items as set forth in Attachment A, Scope of Work.
d. “Service(s)” means the duties and tasks undertaken by Contractor to fulfill the requirements of this Contract, including but not limited to providing web browser access by authorized users to the System and to related services, such as Contractor hosted computer storage, customization/integration, databases, support, maintenance, training, documentation, Deliverables and other functionalities, as a SaaS solution.

II. General Terms and Conditions:

A. Governing Law and Venue: This Contract has been negotiated and executed in the state of California and shall be governed by and construed under the laws of the state of California. In the event of any legal action to enforce or interpret this Contract, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the Parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394. Furthermore, the Parties specifically agree to waive any and all rights to request that an action be transferred for trial to another county.

B. Entire Contract: This Contract, when accepted by the Contractor either in writing or by the shipment of any article or other commencement of performance hereunder, contains the entire Contract between the Parties with respect to the matters herein, and there are no restrictions, promises, warranties or undertakings other than those set forth herein or referred to herein. No exceptions, alternatives, substitutes or revisions are valid or binding on County unless authorized by County in writing. Electronic acceptance of any additional terms, conditions or supplemental Contracts by any County employee or agent, including but not limited to installers of software, shall not be valid or binding on County unless accepted in writing by County’s Purchasing Agent or his designee, hereinafter “Purchasing Agent.”
C. Amendments: No alteration or variation of the terms of this Contract shall be valid unless made in writing and signed by the Parties; no oral understanding or agreement not incorporated herein shall be binding on either of the Parties; and no exceptions, alternatives, substitutes or revisions are valid or binding on County unless authorized by County in writing.

D. Taxes: Unless otherwise provided herein or by law, price quoted does not include California state sales or use tax. Out-of-state Contractors shall indicate California Board of Equalization permit number and sales permit number on invoices, if California sales tax is added and collectable. If no permit numbers are shown, sales tax will be deducted from payment. The Auditor-Controller will then pay use tax directly to the State of California in lieu of payment of sales tax to the Contractor.

E. Delivery: Time of delivery of Services is of the essence in this Contract. County reserves the right to refuse any services and to cancel all or any part of the descriptions or services that do not conform to the prescribed statement of work. Delivery shall not be deemed to be complete until all services have actually been received and accepted in writing by County.

F. Acceptance/Payment: Unless otherwise agreed to in writing by the County, 1) acceptance shall not be deemed complete unless in writing and until all the services have actually been received to the satisfaction of County, and 2) payment shall be made in arrears after satisfactory acceptance. 26 26 of 402
County of Orange – OCIT
Tevora Business Solutions, Inc.

Page 4 of 47 ends

File Folder: 2360401
Contract RCA-017-23010029
Cybersecurity Assessment & Audit Services
G. Warranty: Contractor expressly warrants that the Services covered by this Contract will be performed with reasonable skill and diligence, and that the Deliverables created by such services, as described in the Scope of Work attached hereto, will be fit for the particular purpose for which it is intended. Acceptance of this order shall constitute an agreement upon Contractor’s part to indemnify, defend and hold County and its indemnities as identified in paragraph “Z” below, and as more fully described in paragraph “Z”, harmless from liability, loss, damage and expense, including reasonable counsel fees, incurred or sustained by County by reason of the failure of the services to conform to such warranties, faulty work performance, negligent or unlawful acts, and non-compliance with any applicable state or federal codes, ordinances, orders, or statutes, including the Occupational Safety and Health Act (“OSHA”) and the California Industrial Safety Act. Such remedies shall be in addition to any other remedies provided by law.

H. Patent/Copyright Materials/Proprietary Infringement: Unless otherwise expressly provided in this Contract, Contractor shall be solely responsible for clearing the right to use any patented or copyrighted materials in the performance of this Contract. Contractor warrants that any software as modified through services provided hereunder will not infringe upon or violate any patent, proprietary right, or trade secret right of any third Party. Contractor agrees that, in accordance with the more specific requirement contained in paragraph “Z” below, it shall indemnify, defend and hold County and County Indemnities harmless from any and all such claims and be responsible for payment of all costs, damages, penalties and expenses related to or arising from such claim(s), including, but not limited to, attorney’s fees, costs and expenses.

I. Assignment or Subcontracting: The terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors, executors, administrators and assigns of the Parties.

Furthermore, neither the performance of this Contract nor any portion thereof may be assigned or subcontracted by Contractor without the express written consent of County. Any attempt by Contractor to assign or subcontract the performance or any portion thereof of this Contract without the express written consent of County shall be invalid and shall constitute a breach of this Contract.

J. Non-Discrimination: In the performance of this Contract, Contractor agrees that it will comply with the requirements of Section 1735 of the California Labor Code and not engage nor permit any subcontractors to engage in discrimination in employment of persons because of the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, or sex of such persons. Contractor acknowledges that a violation of this provision shall subject Contractor to all the penalties imposed for a violation of Section 1720 et seq. of the California Labor Code.

K. Termination: In addition to any other remedies or rights it may have by law, County has the right to terminate this Contract without penalty immediately with cause or after thirty (30) days’ written notice without cause, unless otherwise specified. Cause shall be defined as any breach of Contract, any misrepresentation or fraud on the part of the Contractor. Exercise by County of its right to terminate the Contract shall relieve County of all further obligations.

L. Consent to Breach Not Waiver: No term or provision of this Contract shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the Party claimed to have waived or consented. Any consent by any Party to, or waiver of, a breach by the other, whether express or implied, shall not constitute consent to, waiver of, or excuse for any other different or subsequent breach.

M. Independent Contractor: Contractor shall be considered an independent Contractor and neither Contractor, its employees nor anyone working under Contractor shall be considered an agent or an employee of County. Neither Contractor, its employees nor anyone working under Contractor shall qualify for workers’ compensation or other fringe benefits of any kind through County.

N. Performance: Contractor shall perform all work under this Contract, taking necessary steps and precautions to perform the work to County’s satisfaction. Contractor shall be responsible for the professional quality, technical assurance, timely completion and coordination of all documentation and other services furnished by the Contractor under this Contract. Contractor shall perform all 27 27 of 402
County of Orange – OCIT
Tevora Business Solutions, Inc.

Page 5 of 47 ends

File Folder: 2360401
Contract RCA-017-23010029
Cybersecurity Assessment & Audit Services
O. Insurance Provisions: Prior to the provision of services under this Contract, the Contractor agrees to purchase all required insurance at Contractor’s expense, including all endorsements required herein, necessary to satisfy the County that the insurance provisions of this Contract have been complied with. Contractor agrees to keep such insurance coverage, Certificates of Insurance, and endorsements on deposit with the County during the entire term of this Contract. In addition, all subcontractors performing work on behalf of Contractor pursuant to this Contract shall obtain insurance subject to the same terms and conditions as set forth herein for Contractor.

Contractor shall ensure that all subcontractors performing work on behalf of Contractor pursuant to this Contract shall be covered under Contractor’s insurance as an Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for Contractor. Contractor shall not allow subcontractors to work if subcontractors have less than the level of coverage required by County from Contractor under this Contract. It is the obligation of Contractor to provide notice of the insurance requirements to every subcontractor and to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance must be maintained by Contractor through the entirety of this Contract for inspection by County representative(s) at any reasonable time.

All self-insured retentions (“SIRs”) and deductibles shall be clearly stated on the Certificate of Insurance. Any self-insured retention (SIR) in an amount in excess of Fifty Thousand Dollars ($50,000) shall specifically be approved by the County’s Risk Manager, or designee, upon review of Contractor’s current audited financial report. If Contractor’s SIR is approved, Contractor, in addition to, and without limitation of, any other indemnity provision(s) in this Contract, agrees to all of the following:

1. In addition to the duty to indemnify and hold the County harmless against any and all liability, claim, demand or suit resulting from Contractor’s, its agents, employee’s or subcontractor’s performance of this Contract, Contractor shall defend the County at its sole cost and expense with counsel approved by Board of Supervisors against same; and

2. Contractor’s duty to defend, as stated above, shall be absolute and irrespective of any duty to indemnify or hold harmless; and

3. The provisions of California Civil Code Section 2860 shall apply to any and all actions to which the duty to defend stated above applies, and the Contractor’s SIR provision shall be interpreted as though the Contractor was an insurer and the County was the insured.

If the Contractor fails to maintain insurance acceptable to the County for the full term of this Contract, the County may terminate this Contract.

Qualified Insurer
The policy or policies of insurance must be issued by an insurer with a minimum rating of A- (Secure A.M. Best's Rating) and VIII (Financial Size Category as determined by the most current edition of the Best's Key Rating Guide/Property-Casualty/United States or ambest.com). It is preferred, but not mandatory, that the insurer be licensed to do business in the state of California (California Admitted Carrier).

If the insurance carrier does not have an A.M. Best Rating of A-/VIII, the CEO/Office of Risk Management retains the right to approve or reject a carrier after a review of the company's performance and financial ratings.
work diligently, carefully, and in a good and workman-like manner; shall furnish all labor, supervision, machinery, equipment, materials, and supplies necessary therefore; shall at its sole expense obtain and maintain all permits and licenses required by public authorities, including those of County required in its governmental capacity, in connection with performance of the work; and, if permitted to sub contract, shall be fully responsible for all work performed by subcontractors. 28 28 of 402
County of Orange – OCIT
Tevora Business Solutions, Inc.

Page 6 of 47 ends

File Folder: 2360401
Contract RCA-017-23010029
Cybersecurity Assessment & Audit Services
Coverage Minimum Limits
Commercial General Liability $1,000,000 per occurrence
$2,000,000 aggregate
Automobile Liability including coverage for owned,
non-owned and hired vehicles
$1,000,000 per occurrence
Workers Compensation Statutory
Employers Liability Insurance $1,000,000 per occurrence Network Security & Privacy Liability $1,000,000 per claims made Technology Errors and Omissions $1,000,000 per claims made $1,000,000 aggregate
Required Coverage Forms
The Commercial General Liability coverage shall be written on Insurance Services Office (“ISO”) form CG 00 01, or a substitute form providing liability coverage at least as broad.

The Business Auto Liability coverage shall be written on ISO form CA 00 01, CA 00 05, CA 0012, CA 00 20, or a substitute form providing coverage at least as broad.

Required Endorsements
The Commercial General Liability policy shall contain the following endorsements, which shall accompany the Certificate of Insurance:

1. An Additional Insured endorsement using ISO form CG 20 26 04 13 or a form at least as broad naming the County of Orange its elected and appointed officials, officers, agents and employees as Additional Insureds, or provide blanket coverage, which will state AS REQUIRED BY WRITTEN CONTRACT.

2. A primary non-contributing endorsement using ISO form CG 20 01 04 13, or a form at least as broad evidencing that the Contractor’s insurance is primary and any insurance or self-insurance maintained by the County of Orange shall be excess and non-contributing.

The Network Security and Privacy Liability policy shall contain the following endorsements which shall accompany the Certificate of Insurance:

1. An Additional Insured endorsement naming the County of Orange, its elected and appointed officials, officers, agents and employees as Additional Insureds for its vicarious liability.

2. A primary and non-contributing endorsement evidencing that Contractor’s insurance is primary and any insurance or self-insurance maintained by the County of Orange shall be excess and non-contributing.

The Workers’ Compensation policy shall contain a waiver of subrogation endorsement waiving all rights of subrogation against the County of Orange, its elected and appointed officials, officers, agents and employees or provide blanket coverage, which will state AS REQUIRED BY WRITTEN CONTRACT.

All insurance policies required by this Contract shall waive all rights of subrogation against the County of Orange, its elected and appointed officials, officers, agents and employees when acting within the scope of their appointment or employment.

The policy or policies of insurance maintained by the Contractor shall provide the minimum limits and coverage as set forth below:
29 29 of 402
County of Orange – OCIT
Tevora Business Solutions, Inc.

Page 7 of 47 ends

Laguna Beach City CouncilOctober 14, 2025

Laguna Beach City Council
October 14, 2025