Agenda — Los Alamitos City Council, April 18, 2022 (part 1 of 2)

CITY OF LOS ALAMITOS
Council Chamber
3191 Katella Ave., Los Alamitos, CA 90720

CITY COUNCIL AGENDA

REGULAR MEETING
Monday, April 18, 2022 – 6:00 p.m.

SAFETY ALERT – NOTICE REGARDING COVID-19
If you wish to attend the City Council meeting in person, the Council Chamber located at 3191 Katella Ave., Los Alamitos, California 90720, will have seating for this meeting and the public shall have the right to observe and offer public comment at this location. The City of Los Alamitos continues to follow the Centers for Disease Control and Prevention (CDC) guidelines and these provisions are subject change with short notice.

While you may attend this meeting in person, given the health risks associated with COVID-19, please be advised that you may submit comments on any agenda item or on any item not on the agenda by email to [email protected] with the subject line “PUBLIC COMMENT”. Comments received by 3:00 p.m. will be compiled, provided to the City Council, and made available to the public before the start of the meeting.

Staff will not read email comments at the meeting but the official record will include all email comments received until the close of the meeting. You may also view the meeting live on local cable channel 3.

Please consider carefully before attending this meeting in person and do not attend this meeting in person if you have had direct contact with someone who has tested positive for Coronavirus (COVID-19), or you are experiencing symptoms such as coughing, sneezing, fever, difficulty breathing or other flu-like symptoms.

NOTICE TO THE PUBLIC – This Agenda contains a brief general description of each item to be considered.

Except as provided by law, action or discussion shall not be taken on any item not appearing on the agenda.

Supporting documents, including staff reports, are available for review at City Hall in the City Clerk’s Office or on the City’s website at www.cityoflosalamitos.org once the agenda has been publicly posted.

Each matter on the agenda, no matter how described, shall be deemed to include any appropriate motion, whether to adopt a minute motion, resolution, payment of any bill, approval of any matter or action, or any other action. Items listed as “for information” or “for discussion” may also be the subject of an “action” taken by the City Council at the same meeting.

Any written materials relating to an item on this agenda submitted to the City Council after distribution of the agenda packet are available for public inspection online at www.cityoflosalamitos.org.

Persons wishing to address the City Council on any item on the City Council Agenda should complete a blue “Request to Speak” card and will be called upon at the time the agenda item is called or during the City Council's consideration of the item and may address the City Council for up to three minutes.

It is the intention of the City of Los Alamitos to comply with the Americans with Disabilities Act (ADA) in all respects. If, as an attendee, or a participant at this meeting, you will need special assistance beyond what is normally provided, please contact the City Clerk’s Office at (562) 431-3538, extension 220, 48 hours prior to the meeting so that reasonable arrangements
City Council Regular Agenda
April 18, 2022

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1. CALL TO ORDER

2. ROLL CALL
Mayor Hasselbrink
Mayor Pro Tem Doby
Council Member Bates
Council Member Chirco
Council Member Nefulda

3. PLEDGE OF ALLEGIANCE
Council Member Chirco will lead the Pledge of Allegiance.

4. INVOCATION
Mayor Hasselbrink will give the Invocation.

5. PRESENTATIONS
A. Presentations of a Commendation to OneLegacy Ambassador in Recognition of National Donate Life Month
B. Introduction of Police Officer Daniel Kim

6. ORAL COMMUNICATIONS
At this time, any individual in the audience may come forward to speak on any item within the subject matter jurisdiction of the City Council. Remarks are to be limited to not more than five minutes per speaker.

7. COUNCIL ANNOUNCEMENTS
At this time, Council Members may also report on items not specifically described on the Agenda that are of interest to the community, provided no action or discussion is taken except to provide Staff direction to report back or to place the item on a future Agenda.

8. ITEMS FROM THE CITY MANAGER

9. WARRANTS
Ratify the Warrants for the period from March 8, 2022, through April 4, 2022 in the amount of $1,221,182.17

ROLL CALL
Mayor Hasselbrink
Mayor Pro Tem Doby
Council Member Bates
Council Member Chirco
Council Member Nefulda
City Council Regular Agenda
April 18, 2022

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10. CONSENT CALENDAR
All Consent Calendar items may be acted upon by one motion unless a Council Member requests separate action on a specific item.

A. Approval of Minutes (City Clerk)
Approve the City Council Regular Minutes of March 21, 2022 and Adjourned Regular Minutes of April 11, 2022.

B. Findings Required by AB 361 for the Continued Use of Teleconferencing for Meetings (City Attorney)
For the City Council to continue to have the option to meet via teleconference during the pandemic, AB 361 requires the City Council make specific findings at least every thirty (30) days.

Recommendation: Make the following findings by a majority vote of the City Council:

1. A state of emergency has been proclaimed by California’s Governor due to the COVID-19 pandemic, and continues to be in effect; and,

2. The City Council has reconsidered the circumstances of the state of emergency; and,

3. State and local officials continue to recommend measures to promote social distancing to slow the spread of COVID-19.

C. Amendment No. 4 to the Consulting Services Agreement with Michael Balliet Consulting, LLC for Solid Waste Diversion and State-Mandated Compliance Consulting Service (Development Services)
This item seeks approval of Amendment No. 4 with Michael Balliet Consulting, LLC (MBC), to continue to provide solid waste consulting for an additional two years ending on June 30, 2024. The current Professional Services Agreement (PSA) expires on June 30, 2022.

Recommendation: Authorize the Mayor to execute Amendment No. 4 to the Consulting Services Agreement with Michael Balliet Consulting, LLC (MBC) extending the term of the Agreement for an additional two years ending on June 20, 2024. The maximum amount of compensation paid by City to MBC for on-call and as-needed services would be $44, 500 ($22,500 in contract year one, and $20,000 in contract year two).

D. Amendment No. 8 to Bus Shelter License and Maintenance Agreement with Clear Channel Outdoor, LLC (Development Services)
This item seeks approval of Amendment No. 8 to the Bus Shelter License and Maintenance Agreement with Clear Channel Outdoor, LLC to allow for the continued provision of services until June 30, 2023. The current Professional Services Agreement (PSA) (“Agreement”), as extended by City Council Regular Agenda
April 18, 2022

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Amendment Nos. 1-7, will expire on June 30, 2022.

Recommendation: Authorize the Mayor to execute Amendment No. 8 to the Bus Shelter License and Maintenance Agreement with Clear Channel Outdoor, LLC, to extend the term of the Agreement, with no fiscal impact, for an additional twelve (12) months, ending on June 30, 2023.

E. Amendment No. 1 to the Processional Services Agreement with Terra Nova Planning & Research, Inc. for Preparation and Consultation of the City’s General Plan Housing Element (Development Services) This item seeks approval of Amendment No. 1 with Terra Nova Planning & Research, Inc., to continue to provide preparation and consultation on the City’s General Plan Housing Element until December 31, 2022.

Recommendation: Authorize the Mayor to execute Amendment No. 1 to the Professional Services Agreement with Terra Nova Planning & Research, Inc., extending the term of the Agreement until December 31, 2022. If approved, the Amendment would increase the maximum amount of compensation paid by City to Terra Nova Planning & Research pursuant to the PSA by $13,400.

F. Award of Contract to United Storm Water for the Installation of Catch Basin CPS (Connector Pipe Screens) Project Citywide (CIP No. 21/22- 05) (Development Services)
This item recommends award of Contract to United Storm Water to begin fabrication and installation of storm water protection Connector Pipe Screen (CPS) units in the City's 122 catch basins. This project will install trash screens in the City’s catch basins as a requirement of the State Water Quality Control Board.

Recommendation:

1. Award of Contract for the fabrication and installation of the Catch Basin CPS (Connector Pipe Screens) Project Citywide (CIP No. 21/22-05) in the amount of $92,529.68 to United Storm Water, Inc., and,

2. Authorize the Mayor to execute the contract with United Storm Water, Inc. for the project; and,

3. Authorize City Engineer to add work and execute change orders in an amount not to exceed the contingency reserve of 5% or $4,626.48; and,

4. Appropriate $6,874.32 to the Installation of Catch Basin CPS (Connector Pipe Screens) Project account funding from the Measure M account.

City Council Regular Agenda
April 18, 2022

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G. Resolutions Establishing the City’s Urban Forest Program (Development Services)
The proposed resolutions will enhance the City’s Urban Forest Program by revising specific sections within the Parkway Tree Master Plan including an update to the City’s approved tree list; adopt the Tree City USA standards; and, establish a Tree Dedication Memorial Program.

Recommendation:

1. Adopt Resolution No. 2022-14, entitled, “A RESOLUTION OF THE

CITY OF LOS ALAMITOS, CALIFORNIA, ESTABLISHING THE
PARKWAY TREE MASTER PLAN”; and,

2. Adopt Resolution No. 2022-15, entitled, “A RESOLUTION OF THE

CITY COUNCIL OF THE CITY OF LOS ALAMITOS, CALIFORNIA

ESTABLISHING THE TREE DEDICATION MEMORIAL
PROGRAM”.

H. Appointment to the Parks, Recreation, and Cultural Arts Commission (City Clerk)
This report provides relevant information by which the City Council may appoint to the Parks, Recreation, and Cultural Arts Commission.

Recommendation: Appoint Janet Gallagher to the Parks, Recreation, and Cultural Arts Commission for an unexpired term ending December 2025.

11. PUBLIC HEARING
A. Fiscal Year 2022-23 Master Fee Schedule Update (Finance) In an effort to keep cost recovery in parity with the services rendered, it is recommended that the City Council approve the proposed Master Fee Schedule update, which includes a 7.4% increase in applicable fees commensurate with increases in the Consumer Price Index (CPI).

Recommendation:

1. Open the Public Hearing; and,

2. Review the Fiscal Year 2022-23 Master Fee Schedule Update, and;

3. Adopt Resolution No. 2022-11, entitled, “A RESOLUTION OF THE

CITY COUNCIL OF THE CITY OF LOS ALAMITOS, CALIFORNIA,

AMENDING THE MASTER FEE SCHEDULE BY ADJUSTING

CERTAIN USER FEES BASED ON THE INCREASE IN THE
CONSUMER PRICE INDEX (CPI)”.

City Council Regular Agenda
April 18, 2022

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B. Ordinance No. 2022-02 – Permitting the Keeping of Female Chickens (Hens) in Residential Zones (ZOA 22-01) (Development Services) Consideration of Ordinance No. 2022-01 concerning the keeping of female chickens, or hens, in residential zones.

Recommendation

1. Open the Public Hearing; and,

2. Introduce for first reading, read by title only, and waive further reading of Ordinance No. 2022-02; and,

3. City Attorney Daudt read the title of Ordinance No. 2022-02 entitled, “AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF LOS
ALAMITOS, CALIFORNIA, AMENDING SECTIONS 17.08.020,

6.20.010, AND 8.32.020.24 OF THE LOS ALAMITOS MUNICIPAL CODE, AND ADDING NEW SECTION 6.20.180 TO THE LOS
ALAMITOS MUNICIPAL CODE CONCERNING the keeping of
FEMALE chickens (hens) in residential zones (ZOA 22-01) (CITY INITIATED).”

12. CLOSED SESSION
A. CONFERENCE WITH LABOR NEGOTIATOR
City Negotiator: Shelley Hasselbrink, Mayor
Employee/Organization: Chet Simmons, City Manager
Authority: Government Code Section 54957.6
B. PUBLIC EMPLOYEE PERFORMANCE EVALUATION
Title: City Manager
Authority: Government Code Section 54957

13. ADJOURNMENT
I hereby certify under penalty of perjury under the laws of the State of California, that the foregoing Agenda was posted at the Los Alamitos City Hall, 3191 Katella Ave. and online at www.cityoflosalamitos.org not less than 72 hours prior to the meeting.

Windmera Quintanar, MMC, City Clerk
Dated: April 13, 2022
Item No. 9

MINUTES OF THE CITY COUNCIL

OF THE CITY OF LOS ALAMITOS
REGULAR MEETING – March 21, 2022

1. CALL TO ORDER
The City Council met in Regular Session at 6:00 p.m., Monday, March 21, 2022, in the Council Chamber located at 3191 Katella Ave., Los Alamitos, CA 90720, Mayor Hasselbrink presiding.

2. ROLL CALL

Present: Council Members: Bates, Chirco, Nefulda,
Mayor Pro Tem Doby, Mayor Hasselbrink

Absent: Council Members: None

Present: Staff: Chet Simmons, City Manager
Michael Claborn, Police Chief
Michael Daudt, City Attorney
Craig Koehler, Finance Director
Emeline Noda, Recreation and Community Services Director Ron Noda, Development Services Director
Windmera Quintanar, MMC, City Clerk
Ron Roberts, Battalion Chief Orange County Fire Authority Chelsi Wilson, Administrative Service Manager

3. PLEDGE OF ALLEGIANCE
Council Member Bates led the Pledge of Allegiance.

4. INVOCATION
Council Member Nefulda gave the Invocation.

5. PRESENTATIONS
A. Presentations to Eric R Nuñez for his Service to the City of Los Alamitos as Police Chief
Mr. Nuñez received recognitions from the following agencies:
• Office of Assembly Woman Janet Nguyen
• Office of Assembly Woman Sharon Quirk-Silva
• Office of Senator Tom Umberg
• Joint Forces Training Base
• Los Al Unified School District
• Chamber of Commerce
• Police Department
• City of Los Alamitos
Item No. 10A
City Council Regular Minutes
March 21, 2022

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B. Presentation to West-Comm Representatives in Recognition of Telecommunications Week
Mayor Hasselbrink and the City Council presented a Proclamation to WestComm Representatives.

B. Update Regarding the Orange County Veteran’s Cemetery Mayor Hasselbrink and the City Council presented shovel plaques to the Joint Forces Training Base and the American Legion (not present) for their assistance in bringing a Veteran’s cemetery to Orange County

Mayor Hasselbrink opened Oral Communications. There being no one present wishing to speak, Mayor Hasselbrink closed Oral Communications

Council Member Chirco spoke regarding attendance at the soft opening of Borsch Deli, Good Morning Los Alamitos, Los Alamitos Community Foundation Board meeting, and the Weekend of Art.

Council Member Bates spoke regarding attendance the Weekend of Art, ribbon cutting for Lexington Park in Cypress, Precious Life Shelter Gala, and the Orange County Sanitation District Board meeting.

Council Member Nefulda spoke regarding attendance at the All-District Band concert.

Mayor Pro Tem Doby spoke regarding attendance at the Orange County Mosquito and Vector Control District, Human Relations Committee meeting, Good Morning Los Alamitos, Chamber of Commerce breakfast, Weekend of Art, and the Women of Distinction Awards.

Mayor Hasselbrink spoke regarding attendance at the Precious Life Shelter Gala, Los Alamitos Community Foundation Board meeting, Weekend of Art, and the Women of Distinction Awards.

8. ITEMS FROM THE CITY MANAGER
City Manager Simmons advised item 10C and Closed Session will be pulled from City Council Regular Minutes
March 21, 2022

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the agenda.

Development Services Director Noda spoke regarding the upcoming Parklet Series.

Recreation and Communication Services Director Noda spoke regarding the upcoming expanded Summer Concert series and Spring Carnival event.

9. WARRANTS
Council Member Bates received clarification on the following items:
• Page 2, Extraordinary work – term to highlight items outside the normal scope of the contract
• Page 3, Property Tax Bill – Quarterly payment we make to HdL consultant • Page 6, Our Los Al – Contractor, Larry Strawther, to produce City Council events and video streaming
Motion/Second: Chirco/Doby
Unanimously Carried: The City Council ratify the Warrants for the period from February 8, 2022, through March 7, 2022 in the amount of $1,017,174.71.

ROLL CALL
Mayor Hasselbrink Aye
Mayor Pro Tem Doby Aye
Council Member Bates Aye
Council Member Chirco Aye
Council Member Nefulda Aye

10. CONSENT CALENDAR
All Consent Calendar items may be acted upon by one motion unless a Council Member requests separate action on a specific item.

Council Member Bates received clarification on item 10D that Staff would be working with the insurance company to recover the full cost for the repair.

Motion/Second: Chirco/Doby
Unanimously Carried: The City Council approved the following Consent Calendar items:

A. Approval of Minutes (City Clerk)
Approved the City Council Special and Regular Minutes of February 28, 2022 and Special Minutes of March 7, 2022.

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specific findings at least every thirty (30) days.

The City Council made the following findings by a majority vote:

1. A state of emergency has been proclaimed by California’s Governor due to the COVID-19 pandemic, and continues to be in effect; and,

2. The City Council has reconsidered the circumstances of the state of emergency; and,

3. State and local officials continue to recommend measures to promote social distancing to slow the spread of COVID-19.

D. Notice of Completion for Cerritos Avenue Guardrail Repair Project (CIP No. 20/21-04) (Development Services)
The work for the Cerritos Avenue Guardrail Repair Project (CIP No. 20/21- 04) has been completed. The work included repair of the damaged Cerritos Avenue Bridge guardrail.

The City Council:

1. Accepted as complete the construction by Peterson-Chase General Engineering Construction, Inc. for the Cerritos Avenue Guardrail Repair Project (CIP No. 20/21-04); and,

2. Directed the City Clerk to record the Notice of Completion/Final Report with the County Recorder’s Office; and,

3. Authorized Staff to release the 5% retention to the contractor, in the amount of $2,213.00 thirty-five (35) days after recordation of the Notice of Completion.

End of Consent Calendar
Items Pulled from the Consent Calendar
C. Amendment to the Resolution Establishing Salaries and Benefits for Non-Represented Employees to Include Management Analyst (Administration)
This report outlines the personnel change for the Administration Department, City Manager’s Office.

City Manager Simmons pulled this item from consideration.

Recommendation:

1. Adopt Resolution No. 2022-09, entitled, “A RESOLUTION OF CITY City Council Regular Minutes
March 21, 2022

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COUNCIL OF THE CITY OF LOS ALAMITOS, CALIFORNIA,

ADOPTING A JOB DESCRIPTION FOR MANAGEMENT
ANALYST”; and,

2. Adopt Resolution No. 2022-10, entitled, “A RESOLUTION OF THE

CITY COUNCIL OF THE CITY OF LOS ALAMITOS, CALIFORNIA,
AMENDING THE SALARIES AND BENEFITS FOR NONREPRESENTED EMPLOYEES TO INCLUDE MANAGEMENT ANALYST”; and,

3. Approve a budget amendment for Fiscal Year 2021-2022 in the Administration Department for an additional $32,260 for a full-time Management Analyst position.

The Public Hearing will began promptly at 7:00 p.m.

11. PUBLIC HEARING
A. Public Hearing #4 (Continued) to Receive Input on the Draft Revised City Council District Boundaries and Select a Preferred District Boundary Map (City Clerk)
Pursuant to Elections Code section 21601, cities with by-district election systems are required to redraw their district boundary maps following each decennial federal census to ensure compliance with the California and federal Voting Rights Acts. The process to complete the redistricting requires a minimum of four public hearings and dedicated public outreach to ensure minority populations and communities of interest are aware of the redistricting effort and are provided with options to participate. The deadline for cities to complete the redistricting process is April 17, 2022. This Public Hearing was continued from March 7, 2022.

Mayor Hasselbrink introduced the item.

Dr. Levitt, NDC, short presentation and outlined the changes of NDC Map 5.

Mayor Hasselbrink opened the Public Hearing for comments.

Maggie Marchese, resident, stated Map 2 was closest to current district lines. She stated an importance for finding a balance between homeowners and renters. She expressed appreciation her concerns were heard by Dr.

Levitt, City Clerk Quintanar, and the Council.

Mr. Joe E, resident, spoke positively of NDC and thanked Staff for its timely response to his households feedback. He appreciated Council taking time to review additional maps and believed they would make the best decision for the City. He stated support for NDC Map 5.

City Council Regular Minutes
March 21, 2022

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Mayor Hasselbrink closed the Public Hearing for comments.

City Council and Staff discussed the following:
• Support for NDC Map 5
• Walkable districts that all had a variety of residential, renters, and industrial
• District 4 and 5 are close to previous district lines so voters would not be disenfranchised
• Support for District 3 maintaining family and commercial areas in NDC Map 5
• Community can reach out to any Council Member for support, not just their District representative
Motion/Second: Chirco/Bates
Unanimously Carried: The City Council:

1. Reopened the public hearing to receive public input on district boundaries; and,

2. Selected NDC Map 5 as the preferred District Boundary Map; and,

3. Introduced, waived reading in full and authorized reading by title only of Ordinance No. 2022-01, and set for adoption; and,

4. City Attorney Daudt read the title of Ordinance No. 2022-01, entitled, “AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF LOS

ALAMITOS, CALIFORNIA, ADOPTING DISTRICT MAPS FOR THE
CITY OF LOS ALAMITOS BY-DISTRICT ELECTIONS .”

12. DISCUSSION ITEM
A. Mid-Year General Fund Budget Review and Financial Update for Fiscal Year 2021-22 (Finance)
This report provides a review of Mid-Year General Fund budget for the Fiscal Year 2021-22 and a projection for the fiscal year ending June 30, 2022.

City Manager Simmons introduced the item. Finance Director Koehler summarized the Staff report and gave a PowerPoint presentation.

City Council and Staff discussed the following topics:
• Possible staffing solution to bring the revenue from fines and forfeitures up to previous levels
• Consideration of contracting services where needed for efficiency and cost savings
City Council Regular Minutes
March 21, 2022

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• Clarification revenue from fines was also do to the nonenforcement of parking tickets during the pandemic when many residents were home
• Expenditure increases in Development Services due to the increase in the number of Capital Improvement Projects (CIP) and the increase in materials and supplies
• Expenditure increases in Nondepartmental due to smaller additional projects being included with larger CIPs to take advantage of pricing • Sales tax for auto sales goes to the City where the vehicle is registered
• Potential early paydown of unfunded pension liabilities would be considered by the Budget Standing Committee and
recommendations brought forward to the City Council
• Lack of control with PERS investments
The City Council:

1. Reviewed the Mid-year General Fund budget for the Fiscal Year 2021-22, and projection for the Fiscal Year ending June 30, 2022; and,

2. Provided direction and comments to Staff.

13. CLOSED SESSION

Mayor Hasselbrink advised Closed Session would not be discussed.

A. CONFERENCE WITH LEGAL COUNSEL – Existing Litigation (54956.9) Los Alamitos Unified School District v. City of Los Alamitos; Claim No.

GHC0035328 (4100.009)
B. CONFERENCE WITH LABOR NEGOTIATOR
City Negotiator: Michael S. Daudt, City Attorney
Employee/Organization: Chet Simmons, City Manager
Authority: Government Code Section 54957.6
C. PUBLIC EMPLOYEE PERFORMANCE EVALUATION
Title: City Manager
Authority: Government Code Section 54957

14. ADJOURNMENT
The City Council adjourned to Monday, April 11, 2022, at 5:30 p.m. at 7:27 p.m.

Attest: Shelley Hasselbrink, Mayor

Windmera Quintanar, MMC, City Clerk

MINUTES OF THE CITY COUNCIL

OF THE CITY OF LOS ALAMITOS
ADJOURNED REGULAR MEETING – April 11, 2022

1. CALL TO ORDER
The City Council met in Adjourned Regular Session at 6:01 p.m., Monday, April 11, 2022, in the Council Chamber located at 3191 Katella Ave., Los Alamitos, CA 90720, Mayor Hasselbrink presiding.

2. ROLL CALL

Present: Council Members: Bates, Chirco, Nefulda,
Mayor Pro Tem Doby, Mayor Hasselbrink

Absent: Council Members: None

Present: Staff: Chet Simmons, City Manager
Michael Claborn, Police Chief
Michael Daudt, City Attorney
Craig Koehler, Finance Director
Ron Noda, Development Services Director
Tom Oliver, Associate Planner
Windmera Quintanar, MMC, City Clerk
Chelsi Wilson, Administrative Service Manager

3. CONSENT CALENDAR
All Consent Calendar items may be acted upon by one motion unless a Council Member requests separate action on a specific item.

Motion/Second: Chirco/Bates
Unanimously Carried: The City Council approved the following Consent Calendar items:

A. Findings Required by AB 361 for the Continued Use of Teleconferencing for Meetings (City Attorney)
For the City Council to continue to have the option to meet via teleconference during the pandemic, AB 361 requires the City Council make specific findings at least every thirty (30) days.

The City Council made the following findings by a majority vote:

1. A state of emergency has been proclaimed by California’s Governor due to the COVID-19 pandemic, and continues to be in effect; and,

2. The City Council has reconsidered the circumstances of the state of emergency; and,

3. State and local officials continue to recommend measures to City Council Adjourned Regular Minutes
April 11, 2022

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promote social distancing to slow the spread of COVID-19.

B. Ordinance No. 2022-01 – Adoption of District Maps for the City of Los Alamitos By-District Elections (City Clerk)
Pursuant to Elections Code section 21601, cities with by-district election systems are required to redraw their district boundary maps following each decennial federal census to ensure compliance with the California and federal Voting Rights Acts. The process to complete the redistricting requires a minimum of four public hearings and dedicated public outreach to ensure minority populations and communities of interest are aware of the redistricting effort and are provided with options to participate. Tonight’s item will adopt the final district map.

The City Council adopted Ordinance No. 2022-01, entitled, “An

ORDINANCE OF THE CITY COUNCIL OF THE CITY OF LOS ALAMITOS,

CALIFORNIA, ADOPTING DISTRICT MAPS FOR THE CITY OF LOS
ALAMITOS BY-DISTRICT ELECTIONS.”
C. Oppose State Ballot Measure Restricting Voters’ Input and Local Taxing Authority (City Clerk)
The Taxpayer Protection and Government Accountability Act limits voters’ authority, adopts new and stricter rules for raising taxes and fees, and makes it more difficult to hold violators of state and local laws accountable. The League of California Cities is requesting cities adopt a resolution to demonstrate how harmful this measure would be to the community and the people of California.

The City Council adopted Resolution No. 2022-13, entitled, “A

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LOS

ALAMITOS, CALIFORNIA, OPPOSING THE TAXPAYER PROTECTION
AND GOVERNMENT ACCOUNTABILITY ACT (AG# 21-0042A1)
INITIATIVE”.

4. PUBLIC HEARING
A. Consideration of the Town Center Mixed Use (TCMU) Zone Strategic Plan (Development Services)
The City is undergoing a strategic plan for the Town Center zoning area that will establish a scenario to increase economic development, attract businesses, provide property owners an easier path for projects, and help address the City’s Regional Housing Needs Assessment (RHNA) numbers that have been assessed by the State. Council will consider the Resolution to adopt the Town Center Mixed Use (TCMU) Zone Strategic Plan, the General Plan Environmental Impact Report (EIR) Addendum, and the Mitigation Monitoring and Reporting Program.

City Council Adjourned Regular Minutes
April 11, 2022

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City Manager Simmons introduced the item. Development Services Director Noda summarized the Staff report, introduced Alan Loomis, PlaceWorks Consultant, and gave a PowerPoint presentation.

Public HearingMaggie - Families. Parks places schools. Little kids. Where they gonna put the bike. Thinking of our community and their needs. We don’t have a dating scene in Los Al. Schools, community and safety. Homeownership is very important. So many young people. Prices what’s wrong with trying to develop and give other opportunity to own their own home. Give people an opportunity to invest in Los Alamitos. Apartments are transitional. Parking is crazy there already. There are some units that have parking already with unit people still park on the street b/c they use garage for storage so park on the street. Pick up rental flyers to see pricing. People rent out their garages. Park on street and rent out garage. Even charging people for parking. I don’t see where people are going to put their cars. 1,000 sq feet per unit, when you think who’s gonna move here. Not that big for a family with small children. We bought a shoe box in los al just to live in los al. 1940s are very tiny. Those are my thoughts and concerns I wanted to hsare.

I don’t see a whole lot of people here. I do have friends watching. I shared the agenda. Canvassing for June and November election, canvassing our precint. I’ll be sharing info with our community that this is happening. One example here of store front and apartments above it. I used to work in dt lb and they have a lot oft hat on pine st. its really tight. I had to park in public parking and walk to office building. I don’t see that here in this commun Frank – worked with father, successful real estate planner. Don’t know any thing about master plan. All for developing. Have to be sensitive to community around there where the cars going. Don’t wanna cram them in there. Charm is little buildings with old town feel. Clean up with down twon great, wide sidewalks, trees, great. Haven’t looked at the plans. She just told me about this tonight. Really think about it and don’t turn into santa manonci by the ocian. Apte row now place to park. It’s a mess. Hope you really think about what you let people build units and cramming tem in. I want good things for city. Hope we don’t overdevelop and turn it into a mess.

In HB big hotesl, beautiful, don’t go down there b/c no parking and homeless people. Beuathiful budilings. I don’t take my wife there. No packing too croseded. Homeless. I remember HB as peaceful surfer twon. I don’t even go there. Developers make their money. They make a lot of money. I understand the game. Be sensitive to what they do. In your pocket good product. Not a mess.

Mark – process going on for a long time. State of CA requires we make allotments for additional housing. Put in a lot more work then we have pc and staff. I know just the first step in a long process. Not approving anything today. This is 10-15 years down the road. Downtown been neglected by City Council Adjourned Regular Minutes
April 11, 2022

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private industry. They aren’t gonna unless we incentivize and provide a vision. We need to provide incentive and prop owners to sell or developmethemes. We don’t have actual downtown. Somewhere lively and fun they go to main street in seal beach. Why don’t we have a place like that. Great vision and starting point to try and get that vision. Little bit of social life in los al. our kids will grow out of of it but maybe their kids. Great plan.

Shelley – exciting. Make sure we keep our eye on the people and not the dvelopers. Staff is very cognizant of what will impact the resdients. Huge step in the right direction. Spot identified to talk and brand it.

Mark – rename Poine to main st or town center down the road.

Chet – first step adopt reso that enacts change for zoning to 30-50 and allows for inclusion of amendment to EIR to GP. Many more bites at this apple before we et to the place of talking about a project. Not to build santa monica, just a place to capture business and housing.

Sh/mc
none
Recommendation:

1. Open the Public Hearing; and,

2. Take testimony; and,

3. Adopt City Council Resolution No. 2022-12, entitled, “A RESOLUTION OF THE City Council OF THE CITY OF LOS
ALAMITOS, CALIFORNIA, Adopting the TOWN CENTER MIXED
USE (TCMU) ZONE STRATEGIC PLAN, DATED February 23, 2022,

TO INCLUDE ITS GENERAL PLAN ENVIRONMENTAL IMPACT

REPORT (EIR) ADDENDUM, AND MITIGATION MONITORING
AND REPORTING PROGRAM, BOTH DATED DECEMBER 2021
(CITYWIDE) (CITY INITIATED).”

5. CLOSED SESSION
A. CONFERENCE WITH LABOR NEGOTIATOR
City Negotiator: Shelley Hasselbrink, Mayor
Employee/Organization: Chet Simmons, City Manager
Authority: Government Code Section 54957.6
B. PUBLIC EMPLOYEE PERFORMANCE EVALUATION
Title: City Manager
Authority: Government Code Section 54957
City Council Adjourned Regular Minutes
April 11, 2022

Page 5 of 5 ends

6. ADJOURNMENT – 641
I hereby certify under penalty of perjury under the laws of the State of California, that the foregoing Agenda was posted at the Los Alamitos City Hall, 3191 Katella Ave. and online at www.cityoflosalamitos.org not less than 24 hours prior to the meeting.

Windmera Quintanar, MMC, City Clerk
Dated: March 7, 2022
1654466.1
City of Los Alamitos

CITY COUNCIL AGENDA REPORT
MEETING DATE: April 18, 2022 ITEM NUMBER: 10B
To: Mayor Shelley Hasselbrink & Members of the City Council From: Michael S. Daudt, City Attorney
Subject: Findings Required by AB 361 for the Continued Use of Teleconferencing for Meetings

SUMMARY
For the City Council to continue to have the option to meet via teleconference during the pandemic, AB 361 requires the City Council make specific findings at least every thirty (30) days.

RECOMMENDATION
Make the following findings by a majority vote of the City Council:

1. A state of emergency has been proclaimed by California’s Governor due to the COVID-19 pandemic, and continues to be in effect; and,

2. The City Council has reconsidered the circumstances of the state of emergency; and,

3. State and local officials continue to recommend measures to promote social distancing to slow the spread of COVID-19.

BACKGROUND AND DISCUSION
Assembly Bill 361 (AB 361) was signed into law by the Governor on September 16, 2021.

A portion of AB 361 enacted amendments to California Government Code section 54953 regarding teleconference meetings. Those amendments authorize local agencies, like the City, to continue to conduct meetings by teleconference1 during a Governor-proclaimed state of emergency2 provided that certain findings are made by the legislative body, and provided that certain procedural requirements are met regarding public access to the meetings.
1 A “teleconference” occurs for purposes of AB 361 whenever one or more members of the City Council connect to a City Council meeting via electronic means. Thus, even if four members of the City Council meet in person, if the fifth joins the meeting via Zoom, the meeting will be a teleconference meeting that must be conducted in accordance with the requirements of AB 361. 2 For purposes of AB 361 “…’state of emergency’ means a state of emergency proclaimed pursuant to Section 8625 of the California Emergency Services Act…” Cal. Gov’t Code Sec. 54953(e)(4). Section 8265 of CESA in turn refers to a state of emergency proclaimed by the Governor AB 361 Teleconference Findings
April 11, 2022

Page 2 ends

1654466.1
A new requirement in AB 361 requires specific findings be reaffirmed at least every thirty (30) days in order for the City Council to continue to have the option for one (1) or more of its members to use teleconferencing.

The Required Findings
The teleconference provisions in AB 361 may only be utilized as long as a Governorproclaimed state of emergency remains active, or while state or local officials have recommended measures to promote social distancing. When either of those is the case (both are true at this time), then in order to continue to teleconference using the new provisions of AB 361, the City Council must make the following findings by majority vote every 30 days:
(A) The City Council has reconsidered the circumstances of the state of emergency; and
(B) Either of the following circumstances exist:
(i) The state of emergency continues to directly impact the ability of the members to meet safely in person; or
(ii) State or local officials continue to impose or recommend measures to promote social distancing3.

To comply with that requirement, the recommended action would have the City Council find each of the following:

1. A state of emergency has been proclaimed by California’s Governor due to the COVID-19 pandemic, and continues to be in effect; and,

2. The City Council has reconsidered the circumstances of the state of emergency; and,

3. State and local officials continue to recommend measures to promote social distancing to slow the spread of COVID-19.

The “Every 30 Days Thereafter” Requirement
As noted above, AB 361 findings must be made “no later than 30 days after teleconferencing for the first time pursuant to [AB 361], and every 30 days thereafter…” In order to preserve the option for the City Council or individual members of the City Council to participate in meetings during the pandemic via teleconference in the future, the City Council will have to adopt the required findings at least every 30 days.

Potential Consequence of Not Making the Findings Every 30 Days AB 361 does not expressly state what happens if a legislative body fails to make the required findings “every 30 days.” However, it expressly requires the timely re-approval of the findings “in order to continue to teleconference” in the manner that AB 361 authorizes.
3 Cal Gov’t Code Sec. 54953(e)(3)
AB 361 Teleconference Findings
April 11, 2022

Page 3 ends

1654466.1
As a result, if the City Council does not adopt the required findings every 30 days, then the City Council could be precluded from continuing to teleconference thereafter, perhaps even if the City Council was willing to adopt the findings at a later date. For this reason, the City Attorney recommends that the City Council adopt the required findings at this time and at least every 30 days thereafter, unless the City Council decides as a permanent matter that it will no longer permit teleconferencing at all (e.g., regardless of whether the state of emergency worsens).

Procedural Requirements for The Conduct of Teleconference Meetings AB 361 contains several new requirements for the conduct of teleconference meetings with which the City has prepared to comply. Specifically, each meeting must:

1. Allow members of the public to attend and comment at the meeting via call-in option or internet-based service option; and,

2. Protect the statutory and constitutional rights of the parties and the public appearing before the legislative body; and,

3. In the event of disruption which prevents broadcasting the meeting or which prevents members of the public from offering public comments via the call-in or internet-based option, the City Council must take no further action until the disrupted public access is restored; and,

4. The City may not require public comments to be submitted in advance, and must offer the opportunity for the public to offer comments “in real time” during the meeting; and,

5. The public must be allowed “a reasonable amount of time per agenda item to allow members of the public to provide public comment, including time for members of the public to register [to log into the teleconference], or otherwise be recognized for the purpose of providing public comment.

FISCAL IMPACT
None.

Submitted by: Michael S. Daudt, City Attorney
Approved by: Chet Simmons, City Manager
City of Los Alamitos

CITY COUNCIL AGENDA REPORT
MEETING DATE: April 18, 2022 ITEM NUMBER: 10C
To: Mayor Shelley Hasselbrink & Members of the City Council Presented By: Ron Noda, Development Services Director
Subject: Amendment No. 4 to the Consulting Services Agreement with Michael Balliet Consulting, LLC for Solid Waste Diversion and State-Mandated Compliance Consulting service

SUMMARY
This item seeks approval of Amendment No. 4 with Michael Balliet Consulting, LLC (MBC), to continue to provide solid waste consulting for an additional two years ending on June 30, 2024. The current Professional Services Agreement (PSA) expires on June 30, 2022.

RECOMMENDATION

Authorize the Mayor to execute Amendment No. 4 to the Consulting Services Agreement with Michael Balliet Consulting, LLC (MBC) extending the term of the Agreement for an additional two years ending on June 20, 2024. The maximum amount of compensation paid by City to MBC for on-call and as-needed services would be $44, 500 ($22,500 in contract year one, and $20,000 in contract year two).

BACKGROUND
The City has utilized the services of Michael Balliet Consulting, LLC (MBC) since 2017 to stay up to date on the complex issue of solid waste and to provide annual solid waste diversion and State of California mandated compliance consulting services.

Mr. Balliet’s technical assistance has kept the City free from any enforcement actions by the State, worked with businesses to meet Assembly Bill (AB) 1826 mandates, assisted with the Request for Proposal process of the City’s latest Waste Hauler Agreement with Universal Waste Systems (UWS), and is now assisting with compliance of Senate Bill (SB) 1383.

Mike Balliet Amendment No. 4 Annual Services
April 18, 2022

Page 2 of 3 ends

DISCUSSION
Senate Bill (SB) 1383
In September 2016, Governor Jerry Brown signed Senate Bill (SB) 1383 (Chapter 395, Statues of 2016), establishing methane reduction targets in a statewide effort to reduce emissions of short-lived climate pollutants (SLCP) in various sectors of California’s economy. SB 1383 outlined the following as key implementation dates:

Mr. Balliet is actively working with UWS to effectively manage the City’s franchise agreement and SB 1383 compliance. As proposed, this amendment will include the following services provided by MBC:

Franchise Hauler Monitoring
• Develop reporting forms, perform quarterly reviews of hauler compliance, and fee payment accuracy.
• Perform annual review of rate adjustment requests.
• Review all hauler reports and other correspondence.
• Monitor hauler-provided compliance programs at the customer level. • Maintenance of current containers in service and frequency of pick-up information.

Mike Balliet Amendment No. 4 Annual Services
April 18, 2022

Page 3 of 3 ends

• Attendance at all hauler and City meetings.
• Review and prepare reports/opinions on hauler requests, activities, or matters concerning State compliance, as received.

CalRecycle/Compliance Assistance
• Assist with periodic communications with CalRecycle and monitor legislation in process and grant opportunities.
• Assist in coordination and attend CalRecycle site visits and phone conferences. • Review and reply to various new and evolving reporting requirements related to SB 1383, as well as traditional annual AB 939 compliance reporting. • Provide reports and advice on legislative changes and clarifications related to solid waste.
• Prepare required notices and coordinate required annual mailings and special mailings on an as-needed basis.
• Assist the City in implementing and monitoring all SB 1383 programs. • Prepare reports and attend meetings with City staff and elected officials to address/explain hauler, SB 1383 program, and general State compliance issues.

Resident and Business Assistance
• Support City staff in responding to resident and business inquiries, complaints, or requests for technical assistance generally and in response to City notices.

Mr. Balliet has successfully worked with Los Alamitos businesses to be compliance with AB 1826 and is an essential component to the City’s success with maneuvering through SB 1383 mandates and timeline.

FISCAL IMPACT
Amendment No. 4 with Michael Balliet Consulting, LLC (MBC) for Solid Waste Diversion and State-Mandated Compliance Consulting Services provided to the City on-call and as-needed at a cost not to exceed a total of $42,500 (year one - $22,500, year two - $22,000). Funding for both fiscal years will come from Development Services, Contractual Services, Account 10-531-5260.

Submitted by: Ron Noda, Development Services Director
Fiscal Impact Reviewed by: Craig Koehler, Finance Director Approved by: Chet Simmons, City Manager
Attachment: 1. Amendment No. 4 to Consulting Services Agreement with Mike Balliet Consulting

2. April 2022 Mike Balliet Consulting Proposal Letter for Annual Compliance Consulting

3. 2017 Consulting Services Agreement with Mike Balliet Consulting (MBC)

Page 1 of 4 ends

AMENDMENT No. 4 TO CONSULTING SERVICES AGREEMENT
City of Los Alamitos/Michael Balliet Consulting, LLC
This Amendment No. 4 to Consulting Services Agreement (“Amendment”) is made and entered into on this 18th day of April, 2022 by and between the City of Los Alamitos, a California charter city and municipal corporation, (“City”) and, Michael Balliet Consulting, LLC, a California Limited Liability Company, (“Consultant”). City and Consultant are sometimes collectively referred to herein as the “Parties.”

RECITALS
A. City and Consultant entered into that certain Consulting Services Agreement for Solid Waste Diversion and State-Mandated Compliance Consulting services on October 16, 2017 (“Agreement”), which is incorporated herein by this reference.

B. City and Consultant desire to amend the Agreement, subject to the terms and provisions of this Amendment.

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

1. Section [2.1] & [3.4] of the Agreement is hereby amended and restated in its entirety to read as follows:

2.1 Maximum Contract Amount.

Consultant shall be compensated for the Project Services performed, including authorized reimbursements, on an on-call and as-needed hourly basis in accordance with the professional hourly rates and charges set forth in the Scope of Services in an amount not to exceed Forty-four Thousand Five Hundred ($44,500) annually. The Maximum Contract Amount for Year one (July 1, 2022 to June 30, 2023) will not exceed Twenty-two Thousand Five Hundred ($22,500). The Maximum Contract Amount for Year two (July 1, 2023 to June 30, 2024) will not exceed Twenty Thousand ($20,000). The maximum amount of City’s payment obligation under this Agreement is the amount specified in this section.

3.4 Term.

Unless earlier terminated as provided elsewhere in this Agreement, this Agreement shall commence upon the Effective Date and shall continue in full force and effect for a period of seven (7) years, ending on June 30, 2024, unless extended by mutual written agreement of the Parties.

2. Consultant’s Proposal/Scope of Services. For the period extending from July 1, 2022 to June 30, 2024, Consultant shall provide those services set forth in the MBC Proposal dated April 2, 2022 and attached to this Amendment as Exhibit “A”.

Attachment 1

Page 2 of 4 ends

3. Except as expressly modified above, all terms and conditions of the Agreement shall remain unchanged and in full force and effect.

4. The persons executing this Amendment on behalf of the Parties warrant that they are duly authorized to execute this Amendment on behalf of said parties and that by so executing the Parties are formally bound to the provisions of this Amendment.

Page 3 of 4 ends

IN WITNESS WHEREOF, the Parties have executed and entered into this Amendment as of the date first written above.
“City”
City of Los Alamitos
By:_______________________________
Shelley Hasselbrink
Mayor
APPROVED AS TO FORM.

Woodruff, Spradlin & Smart, APC
By:__________________________________
Michael S. Daudt
City Attorney
ATTEST:

By:_______________________________
Windmera Quintanar, MMC
City Clerk
“Consultant”
Michael Balliet, LLC/Consultant
By:_______________________________
Michael Balliet
President
By:_______________________________
Matthew Balliet
Vice President

Page 4 of 4 ends

Exhibit “A”
MBC Proposal – 2022/23 Annual Compliance Consulting and 2ndt Year Option (dated April 2, 2022)
1 | Annual Compliance Assistance Project Proposal
April 2, 2022
Michelle Muller
Management Analyst
City of Los Alamitos
3191 Katella Avenue
Los Alamitos, CA 90720

VIA ELECTRONIC MAIL
Re: Proposal –2022/23 Annual Compliance Consulting and 2nd Year Option Michelle:

Below is a summary of the various tasks and activities I believe are needed to effectively manage your franchised hauler, provide technical assistance to residents and businesses, comply with City-specific mandates withing SB 1383, and provide on-call support for matters relating to State legislations and solid waste issues in general. Barring anything unforeseen, first-year budget amount of $22,500 (180 project hours at a billing rate of $125 per-hour) is required. As an option we will continue with this scope of work for a second year (FY 2023/24) for a budget amount of $20,000 (160 hours @ $125). The proposed scope of work is needed to accomplish the following:

Franchise Hauler Monitoring
• Develop reporting forms perform quarterly reviews of hauler compliance and fee payment accuracy.
• Perform annual review of rate adjustment requests.
• Review all hauler reports and other correspondence.
• Monitoring of hauler-provided compliance programs at the customer level. • Maintenance of current containers in service and frequency of pick-up information. • Attendance at all hauler and City meetings.
• Review and prepare reports/opinions on hauler requests, activities, or matters concerning State compliance, as received.

Attachment 2
2 | Annual Compliance Assistance Project Proposal
• Provide reports and advice on legislative changes and clarifications related to solid waste.
• Prepare required notices and coordinate required annual mailings and special mailings on an as-needed basis.
• Assist the City in implementing and monitoring all SB 1383 programs. • Prepare reports and attend meetings with City staff and elected officials to address/explain hauler, SB 1383 program, and general State compliance issues.

Resident and Business Assistance
• Support City staff in responding to resident and business inquiries, complaints, or requests for technical assistance* in response to City notices and generally. * - Technical assistance provided may be limited based upon project hours available. If we run into this situation, we will advise staff and propose alternative measures to help the City be responsive.

In general, these are the activities we believe require assistance to ensure effective performance with regards to State compliance mandates and monitoring a new franchise service provider.

Thank you for the continued opportunity to provide consulting work for the City of Los Alamitos.

Sincerely,
Submitted via email on 4/2/2022
Michael L. Balliet
Michael Balliet Consulting, LLC

CONSULTING SERVICES AGREEMENT
Michael Ballet Consulting, LLC
THIS CONSULTING SERVICES AGREEMENT (" Agreement") is made and entered into, to be effective this 16th day of October 2017 (" Effective Date"), by and between the CITY OF LOS ALAMITOS, a California charter city and municipal corporation (" City"), and Michael Balliet Consulting, LLC, a California corporation (" Consultant"). City and Consultant are sometimes hereinafter individually referred to as " Party" and are hereinafter collectively referred to as the" Parties."

RECITALS
A. City has determined that it requires the services of a qualified consulting services firm to provide as- needed solid waste diversion and state- mandated compliance consulting services (" Project").

B. Consultant represents and maintains that it is uniquely qualified by virtue of its experience, training, education, reputation, and expertise, to provide the necessary services to City and has agreed to provide such services as set forth herein.

C. City desires to engage Consultant to provide such services subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

AGREEMENT

1. SERVICES OF CONSULTANT

1. 1 Scope of Services and Standard of Performance. Consultant shall provide those services set forth in the On- Call Consulting Services Proposal, dated October 2, 2017, attached hereto as Exhibit " A" (" Scope of Services" and/ or " Project Services"). Consultant shall provide the Project Services in compliance with all terms and conditions of this Agreement.

Consultant warrants that all Project Services shall be performed in a skillful, competent, professional and satisfactory manner in accordance with all standards prevalent in the same profession in the State of California. Consultant represents and warrants that it is skilled in the professional discipline necessary to perform the Project Services. Consultant represents and warrants that it and all employees, subconsultants and subcontractors providing any services pursuant to this Agreement shall have sufficient skill and experience to perform the Project Services. All Project Services shall be completed to the reasonable satisfaction of City.

1. 1. 1 Resolution of Inconsistencies. In the event of any inconsistency between or among the terms and conditions contained in the main body of this Agreement and the Scope of Services, such inconsistency shall be resolved by applying the provisions in the 1 1273344. 1
Attachment 3
highest priority of the documents containing such inconsistency, which shall be determined in the following order of declining priority: ( 1st) the main body of this Agreement; and ( 2` 1) the Scope of Services.

1. 2 Compliance with Law. All Project Services shall be provided in accordance with all laws, ordinances, resolutions, statutes, rules, and regulations of City and any federal, state or local governmental agency of competent jurisdiction. Consultant shall be liable for all violations of such laws, ordinances, resolutions, statutes, rules and regulations in connection with performance of the Project Services. If Consultant performs any Project Services in violation of such laws, ordinances, resolutions, statutes, rules or regulations, Consultant shall be solely responsible for all penalties and costs arising therefrom. Consultant shall defend, indemnify, and hold City, its officials, officers, employees, agents and volunteers, free and harmless from and against any claim or liability arising out of any failure or alleged failure to comply with such laws, ordinances, resolutions, statutes, rules or regulations.

1. 3 Licenses and Permits. Prior to performing any Project Services, Consultant shall obtain all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession and perform the Project Services. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement and any extension, any license, permit, qualification, or approval that is legally required for Consultant to perform the Project Services. Consultant shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant' s performance of the Project Services, and shall defend, indemnify, and hold the City, its officials, officers, employees, agents and volunteers, free and harmless from and against any claim or liability arising out of any failure or alleged failure to obtain such license, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession and perform the Project Services.

1. 4 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant ( a) has thoroughly investigated and considered the Project Services to be performed, b) has carefully considered how the Project Services should be performed, and ( c) fully understands the facilities, difficulties and restrictions attending performance of the Project Services under this Agreement.

1. 5 Care in Performance of Project Services. Consultant shall adopt reasonable methods during the term of the Agreement to prevent losses or damage to materials, papers or other components of the Project Services, and shall be responsible for all such damages, to persons or property, until acceptance of the Project Services by the City, except such losses or damages as may be caused by City' s own negligence.

1. 6 Non-Exclusive Agreement. Consultant acknowledges that City may enter into agreements with other contractors, consultants, or vendors for services similar to the services that are the subject of this Agreement. Consultant further acknowledges that City may have its own employees perform services similar to the services that are the subject of this Agreement. 2 1273344. 1
r

2. COMPENSATION

2. 1 Maximum Contract Amount. Consultant shall be compensated for the Project Services performed, including authorized reimbursements, on an on- call and as- needed hourly basis in accordance with the professional hourly rates and charges set forth in the Scope of Services in an amount not to exceed Twenty- Thousand Dollars ($ 20,000.00). The maximum amount of City' s payment obligation under this Agreement is the amount specified in this section.

2. 2 Method of Payment. In any month in which Consultant wishes to receive payment, Consultant shall no later than first working day of such month, submit to the City, in a form approved by the City Manager or his designee, an invoice for services rendered prior to the date of the invoice. Such requests shall be based upon the amount and value of the services performed by Consultant and accompanied by such reporting data including an itemized breakdown of all costs incurred and tasks performed during the period covered by the invoice, as may be required by the City. Within thirty ( 30) calendar days of receipt of invoice, City shall pay all undisputed amounts included on the invoice.

2. 3 Changes in Scope. In the event any change or changes in the Scope of Services is requested by the City, the Parties shall execute a written amendment to this Agreement, signed by an individual authorized to formally bind the Party for which he/ she is signing, setting forth with particularity all terms of such amendment, including, but not limited to, any additional professional fees. An amendment may be entered into: ( a) to provide for revisions or modifications to documents or other work product when documents or other work product or work is required by the enactment or revision of law subsequent to the preparation of any documents, other work product, or work; and/ or, ( b) to provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Consultant' s profession.

2. 4 Appropriations. This Agreement is subject to and contingent upon funds being appropriated therefore by the Los Alamitos City Council for each fiscal year covered by the term of this Agreement. If such appropriations are not made, this Agreement shall automatically terminate without penalty to the City.

3. SCHEDULE OF PERFORMANCE

3. 1 Time of Essence. Time is ofthe essence in the performance of this Agreement.

The time for completion of the Project Services to be performed by Consultant is an essential condition of this Agreement.

3. 2 Schedule of Performance. Consultant shall prosecute regularly and diligently the Project Services according to the periods specified in the Scope of Services. When requested by Consultant, extensions of the time period( s) specified in the Scope of Services may be approved in writing by the Contract Officer; however, the City shall not be obligated to grant any such extension.
3 1273344. 1

The City Manager shall ascertain the facts and the extent of delay, and extend the time for performing the Services for the period of the enforced delay when and if in the judgment of the City Manager such delay is justified. The City Manager' s determination shall be final and conclusive upon the Parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant' s sole remedy being extension of the Agreement pursuant to this section.

3. 4 Term. Unless earlier terminated as provided elsewhere in this Agreement, this Agreement shall commence upon the Effective Date and shall continue in full force and effect for a period of one ( 1) year, ending on June 30, 2018, unless extended by mutual written agreement of the Parties.

4. COORDINATION OF PROJECT SERVICES

4. 1 Representative of Firm. The following principal of Consultant is hereby designated as being the principal and representative of Consultant authorized to act on its behalf with respect to the Project Services and to make all decisions in connection therewith: Michael L. Balliet. It is expressly understood that the experience, knowledge, education, capability, expertise, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the Project Services performed hereunder. The foregoing principal may not be changed by Consultant without prior written approval of the Contract Officer.

4. 2 Contract Officer. The Contract Officer shall be such person as may be designated by the City Manager, and is subject to change by the City Manager. It shall be the Consultant' s responsibility to ensure that the Contract Officer is kept fully informed of the progress of the performance of the Project Services, and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the City required hereunder to carry out the terms ofthis Agreement.

4. 3 Prohibition Against Subcontracting or Assignments. The experience, knowledge, capability, expertise, and reputation of Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement. Therefore, Consultant shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, voluntarily or by operation of law, without the prior written consent of City.

Consultant shall not contract with any other entity to perform the Project Services without prior 4 1273344. 1
written consent of City. If Consultant is permitted by City to subcontract any part of this Agreement, Consultant shall be responsible to City for the acts and omissions of its subcontractor( s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City.

All persons engaged in the performance of Project Services will be considered employees of Consultant. City will deal directly with and will make all payments to Consultant. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written consent of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent( 25%) of the present ownership and/ or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release Consultant or any surety of Consultant from any liability hereunder without the express written consent of City.

4. 4 Independent Contractor.

4.4. 1 The legal relationship between the Parties is that of an independent contractor; nothing herein shall be deemed to make Consultant a City employee. During the performance ofthis Agreement, Consultant and its officers, employees, and agents shall act in an independent capacity and shall not act as City officers or employees. Consultant will determine the means, methods and details of performing the Project Services subject to the requirements of this Agreement. The personnel performing the Project Services on behalf of Consultant shall at all times be under Consultant' s exclusive direction and control. Neither City nor any of its officials, officers, employees, agents or volunteers shall have control over the conduct of Consultant or any of its officers, employees, or agents, except as set forth in this Agreement.

Consultant, its officers, employees or agents, shall not maintain a permanent office or fixed business location at City' s offices. City shall have no voice in the selection, discharge, supervision, or control of Consultant' s officers, employees, or agents or in fixing their number, compensation, or hours of service. Consultant shall pay all wages, salaries, and other amounts due its employees in connection with the performance of Project Services and shall be responsible for all reports and obligations respecting them, including but not limited to social security income tax withholding, unemployment compensation, workers' compensation, and other similar matters. City shall not in any way or for any purpose be deemed to be a partner of Consultant in its business or otherwise a joint venturer or a member of any joint enterprise with Consultant.

4.4. 2 Consultant shall not incur or have the power to incur any debt, obligation, or liability against City, or bind City in any manner.

4.4.3 No City benefits shall be available to Consultant, its officers, employees, representatives, agents, subconsultants or subcontractors in connection with the performance of any Project Services. Except for professional fees paid to Consultant as provided for in this Agreement, City shall not pay salaries, wages, or other compensation to Consultant for the performance of any Project Services. City shall not be liable for compensation or 5 1273344. 1
indemnification to Consultant, its officers, employees, representatives, agents, subconsultants or subcontractors, for injury or sickness arising out of the performance of any Project Services. If for any reason any court or governmental agency determines that the City has financial obligations, other than pursuant to Section 2 herein, of any nature relating to salary, taxes, or benefits of Consultant' s officers, employees, representatives, agents, or subconsultants or subcontractors, Consultant shall defend, indemnify, and hold harmless City from and against all such financial obligations.

4. 5 PERS Eligibility Indemnification.

4.5. 1 In the event that Consultant or any officer, employee, representative, agent, subconsultant or subcontractor of Consultant providing any Project Services claims or is determined by a court of competent jurisdiction or the California Public Employee Retirement System ( PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City against ( 1) all such claims and determinations, 2) for the payment of any employee and/ or employer contributions for PERS benefits on behalf of Consultant or its officers, employees, representatives, agents, subconsultants or subcontractors, and ( 3) the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of the City.

4.5.2 Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its officers, employees, representatives, agents, subconsultants or subcontractors providing any Project Services shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.

5. INSURANCE

5. 1 Compliance with Insurance Requirements. Consultant shall obtain, maintain, and keep in full force and effect during the term of this Agreement, at its sole cost and expense, and in a form and content satisfactory to City, all insurance required under this section.

Consultant shall not commence any Project Services unless and until it has provided evidence satisfactory to City that it has secured all insurance required under this section. If Consultant' s existing insurance policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so.

5. 2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement, and without limiting the indemnity provisions set forth in this Agreement, Consultant shall obtain and maintain in full force and effect during the term of this Agreement, including any extension thereof, the following policies of insurance:

5. 2. 1 Commercial General Liability Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of Commercial General Liability Insurance ( CGL). Coverage shall be at least as broad as ISO Form CG 00 01 6 1273344. 1
written on a per occurrence basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits of no less than One Million Dollars ($ 1, 000,000.00) per occurrence and Two Million Dollars ($2,000.000.00) in the general aggregate. The policy shall not contain any endorsements or provisions limiting coverage for 1) contractual liability, (2) cross liability exclusion for claims or suits by one insured against another, or( 3) contain any other exclusion contrary to the Agreement.

5. 2. 2 Automobile Liability Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of Automobile Liability Insurance. Coverage shall be at least as broad as ISO Form CA 00 01 written on a per occurrence basis, covering Code 1 ( any auto), or if the Consultant has no owned autos, Code 8 hired) and Code 9 ( non- owned), with limits of no less than One Million Dollars ($ 1, 000, 000. 00) for each occurrence covering bodily injury and property damage.

5. 2. 3 Workers' Compensation Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of Workers' Compensation Insurance in at least the minimum statutory amounts, and in compliance with all other statutory requirements, as required by the State of California. Consultant agrees to waive and obtain endorsements from its workers' compensation insurer waiving all subrogation rights under its workers' compensation insurance policy against the City, its officials, officers, employees, agents and volunteers, and to require each of its subconsultants and subcontractors, if any, to do likewise under their workers' compensation insurance policies. Consultant shall also obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of Employer' s Liability Insurance written on a per occurrence basis with limits of at least One Million Dollars ($ 1, 000, 000. 00) per accident for bodily injury or disease. Notwithstanding the foregoing, Consultant shall not be required to procure either Worker' s Compensation Insurance or Employer' s Liability Insurance if Consultant provides written verification to the City that Consultant does not have any employees.

Best' s Key Rating Guide, except that the City will accept workers' compensation insurance from the State Compensation Fund. In the event the City determines that the work or Project Services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the City. Consultant shall immediately substitute any insurer whose A.M. Best rating drops below the levels specified herein.

5. 4 Specific Insurance Provisions and Endorsements. 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 written approval. 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:
7 1273344. 1

5. 4. 1 CGL and Auto Liability Endorsements. The policy or policies of insurance required by this section for CGL and Automobile Liability Insurance shall be endorsed as follows:

5.4. 1. 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; and

5. 4. 1. 1. 1 Additional Insured Endorsements. 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 Agreement; and, the coverage shall contain no special limitations on the scope of protection afforded to additional insureds.

5. 4. 1. 2 Primary and Non- Contributing Insurance. Each CGL and Automobile Liability Insurance policy shall be endorsed to 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.

5.4. 1. 3 Waiver of Subrogation. Each CGL and Automobile Liability Insurance policy shall contain or be endorsed to waive subrogation against the City, its officials, officers, employees, agents and volunteers, or shall specifically allow Consultant or others providing insurance evidence in compliance with the requirements set forth in this section to waive their right to recovery prior to a loss. Consultant hereby agrees to waive its own right of recovery against the City, its officials, officers, employees, agents and volunteers, and Consultant hereby agrees to require similar written express waivers and insurance clauses from each of its subconsultants or subcontractors.

5. 4. 2 Notice of Cancellation. Each policy of any type shall be endorsed to provide that coverage shall not be suspended, voided, cancelled, or modified, or reduced in coverage or in limits, except after thirty( 30) calendar days prior written notice has been provided to the City. Notwithstanding the foregoing, if coverage is to be suspended, voided, or cancelled because of Consultant' s failure to pay the insurance premium, the notice provided by the insurer to City shall be by not less than ten ( 10) calendar days prior written notice. ( A statement that notice will be provided " in accordance with the policy terms" or words to that effect is inadequate to meet the requirements of this section.)

5. 5 Deductibles and Self- Insured Retentions. Any deductible or self-insured retention must be approved in writing by the City in advance. The decision whether to approve or withhold approval of a deductible or self-insured retention shall be made by the City in the City' s sole and absolute discretion.

5. 6 Evidence of Coverage. Concurrently with the execution of the Agreement, Consultant shall deliver certificates of insurance together with original endorsements affecting each of the insurance policies required by this section. Consultant shall promptly furnish, at City' s request, copies of actual policies including all declaration pages, endorsements, exclusions and any other policy documents City may require to verify coverage. 8 1273344. 1

5. 6. 1 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 written approval.

5. 6.2 Authorized Signatures. The certificates of insurance and original endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf.

5. 6.3 Renewal/ Replacement Policies. At least fifteen ( 15) calendar 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) calendar 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 meeting all requirements ofthis Agreement.

5. 7 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 requirements, or a waiver of any coverage normally provided by any insurance. Nothing in this section shall be construed as limiting in any way the indemnification provision contained in this Agreement, or the extent to which Consultant may be held responsible for payments of damages to persons or property.

5. 8 Enforcement of Agreement ( Non-Estoppel). Consultant acknowledges and agrees that actual or alleged failure on the part of the City to inform Consultant of any noncompliance with any of the insurance requirements set forth in this section imposes no additional obligation on the City nor does it waive any rights hereunder.

5.9 Insurance for Subconsultants. Consultant shall either: ( 1) include all subconsultants or subcontractors engaged in the performance of Project Services on behalf of Consultant as additional named insureds under the Consultant' s insurance policies; or ( 2) Consultant shall be responsible for causing its subconsultants or subcontractors to procure and maintain the appropriate insurance in compliance with the terms of the insurance requirements set forth in this section, including adding the City, its officials, officers, employees, agents and volunteers, as additional insureds to their respective policies. Consultant shall not allow any subconsultant or subcontractor to commence any work or services relating to this Agreement unless and until it has provided evidence satisfactory to City that the subconsultant or subcontractor has secured all insurance required under this section.

5. 10 Other Insurance Requirements. The following terms and conditions shall apply to the insurance policies required of Consultant and its subconsultants and subcontractors, if any, pursuant to this Agreement:

5. 10. 1 Consultant shall provide immediate written notice to City if( 1) any of the insurance policies required herein are terminated, cancelled or suspended, ( 2) the limits of any of 9 L273344. I
the insurance coverages required herein are reduced, or ( 3) the deductible or self-insured retention is increased.

5. 10. 2 All insurance coverage and limits provided by Consultant and available or applicable to this Agreement are intended to apply to each insured, including additional insureds, against whom a claim is made or suit is brought to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations shall limit the application of such insurance coverage.

5. 10. 3 None of the insurance coverages required herein will be in compliance with the requirements of this section if they include any limiting endorsement which substantially impairs the coverages set forth herein ( e. g., elimination of contractual liability or reduction of discovery period), unless the endorsement has first been submitted to the City and approved in writing.

5. 10. 4 Certificates of insurance will not be accepted in lieu of required endorsements, and submittal of certificates without required endorsements may delay commencement of the Project. It is Consultant' s obligation to ensure timely compliance with all insurance submittal requirements as provided herein.

5. 10.5 Consultant agrees to ensure that subconsultants and subcontractors, if any, and any other parties involved with the Project who are brought onto or involved in the Project by Consultant, provide the same minimum insurance coverage required of Consultant.

Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section.

Consultant agrees that upon request, all agreements with subcontractors and others engaged in the provision of Project Services will be submitted to the City for review.

5. 10. 6 Consultant agrees to provide immediate written notice to City of any claim, demand or loss against Consultant arising out of the Work or Services performed under this Agreement and for any other claim, demand or loss which may reduce the insurance available to pay claims, demands or losses arising out of this Agreement.

6. INDEMNIFICATION
To the fullest extent permitted by law, Consultant shall defend ( at Consultant' s sole cost and expense with legal counsel reasonably acceptable to City), indemnify and hold the City, its officials, officers, employees, agents and volunteers, free and harmless from any and all claims, demands, orders, causes of action, costs, expenses, liabilities, losses, penalties, judgments, arbitration awards, settlements, damages or injuries of any kind, in law or in equity, including but not limited to property or persons, including wrongful death, ( collectively " Claims") in any manner arising out of, pertaining to, related to, or incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officers, directors, employees, subconsultants, subcontractors, agents or invitees in connection with performance under this Agreement, or in any manner arising out of, pertaining to, related to, or incident to an alleged breach of this Agreement, including without limitation the payment of all consequential damages, expert 10 1273344. 1
witness fees and attorneys' fees and other related costs and expenses.

Notwithstanding the foregoing, and only to the extent that the Project Services performed by Consultant are subject to California Civil Code Section 2782. 8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782. 8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.

Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Consultant' s indemnification obligation or other liability hereunder. Notwithstanding the foregoing, such obligation to defend, hold harmless and indemnify the City, its officials, officers, employees, agents and volunteers, shall not apply to the extent that such Claims are caused by the sole negligence or willful misconduct of that indemnified party.

7. REPORTS AND RECORDS

7. 1 Records. Consultant shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Consultant shall keep such books and records as shall be necessary to properly perform the Project Services required by this Agreement and to enable the Contract Officer to evaluate the performance of such Project Services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records.

7. 2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the Project Services as the Contract Officer shall require.

7.3 Ownership of Documents. All drawings, specifications, reports, records, documents, memoranda, correspondence, computations, and other materials prepared by Consultant, its employees, subconsultants, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be promptly delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Consultant may retain copies of such documents for its own use. Consultant shall have an unrestricted right to use the concepts embodied therein. Consultant shall ensure that all of its subconsultants and subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom.

7.4 Release of Documents. Except to the extent otherwise required by law, no drawing, specification, report, record, document, or other material prepared by Consultant, its employees, subconsultants, subcontractors and agents in the performance of Project Services shall not be released publicly without the prior written approval of the Contract Officer. 11 1273344. 1

8. ENFORCEMENT OF AGREEMENT

8. 1 California Law and Venue. This Agreement shall be construed and interpreted both as to validity and as to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Orange, State of California, or any other appropriate court in such County, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action.

8.2 Waiver. No delay or omission in the exercise of any right or remedy of a nondefaulting Party on any default shall impair such right or remedy or be construed as a waiver.

No consent or approval of City shall be deemed to waiver or render unnecessary City' s consent to or approval of any subsequent act of Consultant. Any waiver by either Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

8. 3 Rights and Remedies Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.

8.4 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes ofthis Agreement.

Upon receipt of the notice of termination, Consultant shall immediately cease all Project Services, except as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all Project Services rendered prior to receipt of the notice of termination and for any Project Services authorized by the Contract Officer thereafter.

8. 6 Termination for Default of Consultant.

8.6. 1 Consultant' s failure to comply with any provision of this Agreement shall constitute a default.

8. 6. 2 If the Contract Officer determines that Consultant is in default in the performance of any of the terms or conditions of this Agreement, he/ she shall notify Consultant in writing of such default. If such default is capable of being cured, Consultant shall have ten 10) calendar days, or such longer period as City may designate, to cure the default by rendering satisfactory performance. In the event Consultant fails to cure its default within such period of 12 1273344. 1
time, or if such default is not capable of being cured, City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice of any remedy to which City may be entitled at law, in equity, or under this Agreement. Consultant shall be liable for any and all reasonable costs incurred by City as a result of such default. Compliance with the provisions of this section shall not constitute a waiver of any City right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City' s right to terminate this Agreement without cause pursuant to Section 8. 5.

8.6.3 If termination is due to the failure of Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 8. 6. 2, take over the Project Services and prosecute the same to completion by contract or otherwise, and Consultant shall be liable to the extent that the total direct and indirect costs for completion of the Project Services required hereunder exceeds the Maximum Contract Amount, and City may withhold any payments to Consultant for the purpose of set- offtoward the cost of completion of the Project Services. The withholding or failure to withhold payments to Consultant shall not limit Consultant' s liability for completion of the Project Services as provided herein.

8. 7 Attorneys' Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any nonjudicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non-prevailing Party all reasonable costs and expenses, including but not limited to reasonable attorneys' fees, expert witness fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. To the extent authorized by law, in the event of a dismissal by the plaintiff or petitioner of the litigation or nonjudicial proceeding within thirty ( 30) calendar days of the date set for trial or hearing, the other Party shall be deemed to be the prevailing Party in such litigation or proceeding. For purposes of this section, Reasonable attorney fees" shall be calculated by multiplying the actual number of hours reasonably expended by the attorney( s) handling the dispute on behalf of the prevailing Party by the hourly rate actually paid by the prevailing Party, but in no case shall the hourly rate exceed Two Hundred and Fifty Dollars ($ 250. 00) per hour.

9. CITY OFFICERS AND EMPLOYEES: NON- DISCRIMINATION

9. 1 Non- liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor- in-interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.

9. 2 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, subcontractors, subconsultants and all persons claiming under or through them, that there shall be no discrimination or segregation in the performance of or in connection with this Agreement regarding any person or group of persons on account of race, disability, medical condition, color, creed, religion, sex, sexual orientation, marital status, age, national origin, or ancestry. Consultant shall take affirmative action to insure that applicants and employees are treated without regard to their race, disability, medical condition, color, creed, 13 1273344. 1
religion, sex, sexual orientation, marital status, national origin, or ancestry.

10. MISCELLANEOUS PROVISIONS

10. 1 Confidentiality. Information obtained by Consultant in the performance of this Agreement shall be treated as strictly confidential and shall not be used by Consultant for any purpose other than the performance of this Agreement without the written consent of the Contract Officer.

10. 2 Patent and Copyright Infringement.

10. 2. 1 To the fullest extent permitted by law, and in lieu of any other warranty by City or Consultant against patent or copyright infringement, statutory or otherwise, it is agreed that Consultant shall defend at its expense any claim or suit against City on account of any allegation that any item furnished under this Agreement, or the normal use or sale thereof arising out of the performance of this Agreement, infringes upon any presently existing U. S. letters patent or copyright and Consultant shall pay all costs and damages finally awarded in any such suit or claim, provided that Consultant is promptly notified in writing of the suit or claim and given authority, information and assistance at Consultant' s expense for the defense of same, and provided such suit or claim arises out of, pertains to, or is related to the alleged negligence, recklessness or willful misconduct of Consultant. However, Consultant will not indemnify City ifthe suit or claim results from City's alteration of a deliverable where such alteration created the infringement upon any presently existing U. S. letters patent or copyright.

10. 2.2 Consultant shall have sole control of the defense of any such claim or suit and all negotiations for settlement thereof, Consultant shall not be obligated to indemnify City under any settlement made without Consultant' s consent or in the event City fails to cooperate in the defense of any suit or claim, provided, however, that such defense shall be at Consultant' s expense. If the use or sale of such item is enjoined as a result of the suit or claim, Consultant, at no expense to City, shall obtain for City the right to use and sell the item, or shall substitute an equivalent item acceptable to City and extend this patent and copyright indemnity thereto.

10. 3 Notices. Any notice, demand, request, consent, approval, or communication either Party desires or is required to give to the other Party or any other person shall be in writing and either served personally during normal hours of operation of the Party receiving the notice, or sent by pre- paid, first- class mail to the address set forth below. Either Party may change its address by notifying the other Party of the change of address in writing. Notice shall be deemed communicated on the day personally served, or two ( 2) business days from the date of mailing if mailed as provided in this section. Additionally, notices by email will be considered legal notice if such communications include the following text in the Subject field: FORMAL LEGAL NOTICE— Michael Balliet Consulting.
14 1273344. 1
To City: Bret Plumlee, City Manager
City of Los Alamitos
3191 Katella Ave.

Los Alamitos, CA 90720
bplumlee@cityoflosalamitos. org
With copy to:

Michael S. Daudt, City Attorney
Woodruff, Spradlin& Smart
555 Anton Blvd., Suite 1200
Costa Mesa, CA 92626
mdaudt@wss- law. com
To Consultant: Michal Balliet
Michael Balliet Consulting
30181 Outpost Rd.

San Juan Capistrano, CA 92675
Mballiet61@gmail. com

10. 4 Entire Agreement; Amendments in Writing. This Agreement constitutes the entire agreement between the Parties and is intended as an integrated agreement, superseding all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter hereof. No amendments or other modifications of this Agreement shall be binding unless executed in writing by both Parties hereto, or their respective successors, assigns, or grantees.

10. 5 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the Parties hereunder.

10. 6 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties' successors and assignees.

10. 7 Third Party Beneficiary. Except as expressly provided herein, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party hereto.

10. 8 Recitals. The above- stated Recitals are hereby incorporated into the Agreement as though fully set forth herein and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same.
15 1273344. 1

10.9 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"). Consultant agrees to fully comply with all applicable federal and state labor laws (including, without limitation, if applicable, the Prevailing Wage Laws). It is agreed by the Parties that, in connection with the work or services provided pursuant to this Agreement, Consultant shall bear all risks of payment or non-payment of prevailing wages under California law, and Consultant hereby agrees to 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. The foregoing indemnity shall survive termination ofthis Agreement.

10. 0 Corporate Authority. Each of the undersigned represents and warrants that ( i) the Party for which he/ she is executing this Agreement is duly authorized and existing, (ii) he/ she is duly authorized to execute and deliver this Agreement on behalf of the Party for which he/ she is signing, ( iii) by so executing this Agreement, the Party for which he/ she is signing is formally bound to the provisions of this Agreement, and ( iv) the entering into this Agreement does not violate any provision of any other agreement to which the Party for which he/she is signing is bound.

SIGNATURES ON NEXT PAGE]
16 1273344. 1
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IN WITNESS WHEREOF, the Parties have executed and entered into this Agreement as of the date first written above.

City"
City of Los Alamitos
By%
She de a selb ' nk
Mayor
APPROVED AS TO FORM. ATTEST:

Woodruff, Spradlin & Smart, APC
By: , A- A , 4
Mic ael S. Daudt Winsmera Quintanar, CMC
City Attorney City Clerk
Consultant"
Michael Ballet Consulting, LLC
By:

M' chaes
l/ moi/
alliet "
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Presi. - nt
17 1273344. 1
EXHIBIT " A"

CONSULTANT' S PROPOSAL/ SCOPE OF SERVICES
DATED: October 2, 2017
1273344. 1

MICHAEL
niBCbALLiET CONSuLTING
30181 Outpost Rd
San duan Capistrano, CA 92675
949) 378. 2205
mballiet61@gmail. com
Suggested On- Call Consulting Services Proposal - October 2, 2017 The various State mandates requiring City-action, your franchise hauler contract monitoring obligations, and general consulting services needs relating to solid waste and State compliance in general can best be met by a more generalized" on- call" services offering.

Therefore, herein I am proposing to provide on- call consulting services to the City of Los Alamitos at the rate of$ 125 per- hour. As City needs for consulting services arise I will perform such work as is directed. If any assigned work appears to require in excess of 20 billable hours, l will provide City staff with a written time estimate for task completion. If this task work ultimately requires more time than originally estimated, I will provide an update to this written time estimate and obtain City approval before exceeding the hours previously authorized.

I will prepare and provide periodic reports and invoices so that the City can track my work, as I have done on previous projects.

PROPOSED BY:

Signature: Ammi
Name: ric .el L. : a -
Title: President
Company: Michael Ba iet Consulting, LLC
ACCEPTED BY:

Signature:

Name: Br- ' umlee
Title: ity Manager
patty: City of Los Alamitos
Serving local jurisdictions since 1991"

City of Los Alamitos

CITY COUNCIL AGENDA REPORT
MEETING DATE: April 18, 2022 ITEM NUMBER: 10D
To: Mayor Shelley Hasselbrink & Members of the City Council Presented By: Ron Noda, Development Services Director
Subject: Amendment No. 8 to Bus Shelter License and Maintenance Agreement with Clear Channel Outdoor, LLC

SUMMARY
This item seeks approval of Amendment No. 8 to the Bus Shelter License and Maintenance Agreement with Clear Channel Outdoor, LLC to allow for the continued provision of services until June 30, 2023. The current Professional Services Agreement (PSA) (“Agreement”), as extended by Amendment Nos. 1-7, will expire on June 30, 2022.

RECOMMENDATION
Authorize the Mayor to execute Amendment No. 8 to the Bus Shelter License and Maintenance Agreement with Clear Channel Outdoor, LLC, to extend the term of the Agreement, with no fiscal impact, for an additional twelve (12) months, ending on June 30, 2023.

BACKGROUND
Bus shelters are an amenity provided at transit stops, providing cover from sun or weather, seating, and information about the transit system. The City currently has 19 bus shelter locations operated and maintained by the current contractor, Clear Channel Outdoor LLC (“Clear Channel”). The availability of bus shelters with ad boxes within City limits, provides the capability to market City events, display public service announcements and other information provided by City partners.

Clear Channel has provided bus shelters and maintenance services to the City since 1991, with the current Agreement secured by a Request for Proposals (RFP) in 2006.

Pursuant to the Agreement, Clear Channel purchased and installed 19 new bus shelters at no cost to the City. Clear Channel solicits advertising for the shelters and allows the City a limited use of advertisement space at no cost. Clear Channel maintains the shelters and benches twice weekly, keeping them free of litter, graffiti, debris, and Clear Channel, LLC – Amendment No. 8 – Short Term Extension April 18, 2022

Page 2 of 2 ends

sweeps, cleans, and empties trash receptacles as often as necessary to keep them functional.

DISCUSSION
In August 2021, staff issued RFP 2021-09 for the solicitation of bids from qualified contractors to construct and install new shelters, provide routine maintenance of all bus shelter locations, and operation of all related-lease advertising, at no cost to the City. In addition, the RFP sought an annual payment to the City for a net percentage of advertising revenue. As proposed, the released RFP prescribed direction to remove and install new shelters at the existing locations, with a potential of seven new shelters.

At the conclusion of bid opening on September 2, 2021, the City received no bid responses. While neighboring cities such as Seal Beach and Cypress currently hold contracts with similar specifications and a greater annual payment than sought in this RFP, there are a couple elements that may have influenced the lack of response for this RFP – this includes the current climate as a result of the COVID-19 pandemic.

In an effort to provide additional time to consider all options and to ensure continuity of services, staff seeks approval to extend the term of the current Agreement for an additional twelve (12) months, ending on June 30, 2023. Proposed Amendment No. 8 would provide staff time to assess the item and bring back options at a future meeting for Council to consider.

FISCAL IMPACT
There is no fiscal impact for this service, as services are provided to the City at no cost under the terms of the Professional Services Agreement.

Submitted by: Ron Noda, Development Services Director
Approved by: Chet Simmons, City Manager
Attachment: 1. Amendment No. 8 – Clear Channel Outdoor, LLC

2. Professional Services Agreement with Clear Channel
AMENDMENT No. 8 TO BUS SHELTER LICENSE AND MAINTENANCE

AGREEMENT
[City of Los Alamitos and Clear Channel Outdoor, LLC.]
This Amendment No. 8 to Bus Shelter License and Maintenance Agreement (“Amendment”) is made and entered into on this 18th day of April, 2022 by and between the City of Los Alamitos, a California charter city and municipal corporation (“City”), and Clear Channel Outdoor, LLC, a Delaware limited liability company, as successor-ininterest to Clear Channel Outdoor Inc., a Delaware Corporation (“Contractor”), 19320 Harborgate Way, Torrance, CA 90501.

RECITALS
A. City and Contractor entered into that certain Bus Shelter License and Maintenance Agreement on June 7, 2006 (the “Agreement”), which isincorporated herein by this reference.

B. Pursuant to the Agreement, Contractor constructed and has subsequently maintained nineteen (19) advertising bus shelters at designated public locations throughout the City.

C. As extended by Amendments Nos. 1 through 7, each of which are incorporated herein by this reference, the Agreement will expire on June 30, 2022 unless extended.

D. City is in the process of re-circulating a formal Request for Proposals (“RFP”) that will result in a new long-term Bus Shelter License and Maintenance Agreement with the selected proposer.

E. To ensure continued maintenance of the advertising bus shelters during the RPF process and until a new long-term Bus Shelter License and Maintenance Agreement is secured, City and Contractor desire to extend the term of the Agreement until June 30, 2023, except as may be earlier terminated.

NOW, THEREFORE, for good and valuable consideration, the receipt of which are hereby acknowledged, City and Contractor mutually agree as follows:

1. Section 3.1.2 of the Agreement is hereby amended and restated in its entirety to read as follows:
“3.1.2 Term of Agreement. This Agreement shall continue in full force and effect until June 30, 2023, unless earlier terminated in accordance with Section 3.8 of this Agreement.”

2. Except as expressly modified above, all terms and conditions of the Agreement Attachment 1
shall remain unchanged and in full force and effect.

3. The persons executing this Amendment on behalf of the parties hereto warrant that they are duly authorized to execute this Amendment on behalf of said parties and that by so executing the parties are formally bound to the provisions of this Amendment.

IN WITNESS WHEREOF, the City and Contractor have executed and entered into this Amendment as of the date first written above.
“City”
City of Los Alamitos
By:_
Shelley Hasselbrink
Mayor
APPROVED AS TO FORM ATTEST:

Woodruff, Spradlin & Smart, APC
By:_ By:_
Michael S. Daudt Windmera Quintanar, MMC
City Attorney City Clerk
“Contractor”
Clear Channel Outdoor, LLC
By:_
Greg McGrath
Senior Vice President and
Regional President, Southern
California
ex

CITY OF LOS ALAMITOS
BUS SHELTER 11C 1 NSE AND MAINTENANCE AGREEMENT
WITH CLEAR CHANNEL (A ' 1' DOOR. INC.

1. PARTIES ANT) DATE.

This Bus Shelter License and Maintenance Agreement (" Agreement") is made and entered into this 7th day of June, 2006 (- Effective Date''), by and between the City of Los Alamitos, California, a municipal corporation of the State of California (" City") and Clear Channel Outdoor, Inc., a Delaware corporation (.. Contractor''). City and Contractor are simetirues individually referred to as " Party' and collectively as Parties" in this Agreement.

2. I$ECVIALS*

2. 1
In 1991, City and Contractor entered into an agreement governing the placement and maintenance of twenty ( 201 bus shelters (" Existing Shelters"), which agreement is superseded by this Agreement.

2. 2 Following a Request for Proposals, the City has determined, pursuant to its authorny under Chapters 12. 28 and 17. 2$ of the Los Alamitos NIunicipal Code, to grant to Contractor a license to place and maintain nineteen ( 19) Advertising bus shelters at designated public locations throughout the City (` New Shelters").

2. 3 City desires to obtain the New Shelters without incurring costs and expenses f!ur their construction. installation or maintenance.

2.4 Contractor represents that it is familiar with and is willing and qualified to provide the New Shelters under the terms and conditions hereinafter set forth.

3. Terms.

3. 1 Grant of License; Term of Agreement.

3. 1_ I Grant of License. City hereby grants to Contractor, on the terms hereinafter described, the right and power to construct, erect, install, illuminate, repair, maintain, advertise in and upon, operate and insure the New Shelters. Additional bus shelter locations may be selected by mutual consent of the parties, pursuant to an authorized amendment to this Agreement.

3. 1. 2 iTerm ofAg, c_ement. ilhis Agreement shall continue for ten 110) ve; es from the effective date of this ' agrement, unless previously terminated as hereafter provided.

The City Council and Contractor shall have the right to renew the Agreement for up to five ( St one- year extensions.
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Attachment 2

3. 2 No Compensation to City; Permit Fees.

Since Contractor is bearing one hundred percent ( 100%) of all construction, installation, maintenance and other costs and expenses under this Agreement, Contractor shall not he required to pay City any compensation in connection with the license granted under this Agreement: provided, however. that this section shall not excuse Contractor from the obligation to pay any applicable normal permit fees necessary for the installation of the New Shelters.

3. 3 Removal of Existing Shelters.

Contractor shall remove the above ground portions of all of the Existing Shelters and restore the property to its original condition or, if applicable, to a condition necessary to install the New Shelters.

3. 4 Construction and Installation of New Shelters.

Contractor shall construct and maintain, at its sole cost and expense, the New Shelters pursuant to the terms of this Agreement,

3. 4. 1 Design of Shelters. The design of the New Shelters shall strictly conform to the depictions included in € xhib,it " A" attached hereto and incorporated herein by reference.

Unless a modification is approved hythe City, each New Shelter shall he designed by Polar Manufacturing, shall he thirteen ( 13) feet in length with forty- eight ( 48) inch advertising boxes, and shall he equipped with a customized dome roof style, a perforated metal bench and a pedestal mounted trash receptacle. The Advertising boxes or kiosks shall be mounted on the New Shelters in a fashion which is consistent with the aesthetics and architecture of the New Shelters. The New Shelters shall be designed and manufactured to resist graffiti and vandalism, as well as to accommodate small width sidewalks, so as not to block the view of adjacent businesses from the street, and to accommodate advertising viewing on wider boulevards.

Contractor shall be solely responsible for adherence to patent, copyright, and trademark rights of the manufacturer( s),

3. 4. 2 Location ation of Shelters. The locations of New Shelters shall be those locations shown in Exhibit " B" attached hereto and incorporated herein by reference_ In addition, locations may be amended, as required, for relocation of New Shelters upon the mutual consent of the City Manager, or his or her designee, and the Contractor.

3. 4. 3 Installation Schedule. Contractor shall order the New Shelters within five 5) business days of the effective date of this Agreement, or of receiving City' s selected design for the Now Shelters, whichever is later. Contractor shall take delivery of the first New Shelter within sixty ( 60) days of ordering, and Contractor shall install the first New Shelter within (ilteen 051 days from Contractor' s receipt of the first New Shelter from the manufacturer. All New Shelters shall be installed and in operation within ninety ( 90) days of its receipt of the first New Shelter from the manufacturer. If there is any delay in the ordering or installation of any New oakiiri AM RRis.75e)_> }
Shelter, Contractor shall notify City in writing. Modifications to the installation schedule shall he subject to the approval of the City in its sole hut reasonable discretion.

3. 4' 4 Build- Out Plan. Contractor shall develop a written build- out plan in compliance with the instaalhition schedule provided or in Section 3. 4. 3. The build out plan shall specify the timing of installation for each New Shelter, and shall cause the least disruption in service to transit riders. The City will coordinate removal of existing shelters with Contractor and other interested parties. All existing concrete pads and electrical connections may remain intact and will be available for use by Contractor upon request. The build- out plan shall he submitted to the City within thirty ( 30) days after the effective date of the Agreement. The plan will be approved by the City Engineer poor to the start of installation of the first New Shelter. If Contractor fails to adhere to the build- out plan mutually approved by the City and Contractor fur each New Shelter, and the City has not authorized a deviation for that New Shelter, which authorization shall not be unreasonably withheld, conditioned or delayed, it is understood, acknowledged and agreed that the City will suffer damage. Since it is impractical and infeasible to determine the amount of actual damage, it is agreed that the Contractor shall pay to the City, as fixed and liquidated damages, and not as a penalty, the sum of Twenty- Five Dollars ($ 25. 00) per shelter for each calendar day of delay in excess of three ( 3) for that particular shelter,

3. 4. 5 . Permit Requirements. As required or necessary, Contractor shall obtain a separate permit from each applicable governmental entity, including the City, for each New Shelter. The City shall cooperate with Contractor in its efforts to obtain any and all necessary hermits. Each such permit shall he valid only for the Cuticular location specified therein. Each application for a permit to install a New Shelter must he accompanied by a plan showing the proposed location of that New Shelter, as well as such other information as the governmental entity may require. The City Engineer shall specify all permit requirements for the City.

Contractor shall pay all fees ordinarily assessed by each governmental entity in connection with the issuance of such permits.

3. 4. 6 Compliance with Applicable Laws. All New Shelters shall he constructed in conformity with all applicable federal, state and local rules, laws and regulations, including, without Limitation, the building and electrical codes of the City, as well as the Americans with Disabilities Act. Contractor shall only employ or utilize contractors and other workers who are licensed in California to perform the work to which they are assigned.

3. 4. 7 Restoration of Public and Private Property. With respect to the installation, removal or relocation of any shelter, Contractor shall he responsible, at its sole cost and expense, to repair and restore the City' s property and any surrounding private property, including sidewalks, landscaping and other improvements, caused by such activities. Upon termination or expiration of this Agreement, Contractor shall be required to restore all such property to its original condition at its sole cost and expense; provided, however, that Contractor shall not be required to remove the below ground portions of any of the Existing Structures or New Structures.
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3 3, 5 Operation, Repair and Maintenance.

Contractor is responsible, at its sole cost and expense, for the operation, maintenance, repair, cleaning and servicing of all New Shelters pursuant to the terms of this Agreement.

3. 5. 1 Contractor' s Basic Obligation. Contractor shall maintain all New Shelters in a neat and orderly condition at all times. All visible marlines on Borne- style structures must be maintained to the same standard as the remainder of the New Shelters. Contractor shall he at liberty to enter upon and into the New Shelters at all reasonable times with personnel and all necessary materials, including but not limited to, electric wires, meters, clock work machinery and other items reasonably necessary for making the New Shelters effective. All such work shall be performed at the sole cost, expense and liability of Contractor.

3. 5. 2 Timing of Maintenance. Contractor shall maintain all New Shelters at least twice weekly, keeping them free of liner, graffiti and debris. Maintenance shall include cleaning the entire structure, as well as sweeping in and around the structure and concrete pad.

Trash receptacles shall he emptied and cleaned whenever full, but no less often than twice weekly, In addition, Contractor shall steam clean each New Shelter, including the roofs, at least twice per year, or more frequently. if needed. Although under no obligation to do so, the City may perform additional maintenance as deemed necessary by the City and in consultation with Contractor. The City shall have the right to insist upon a maintenance schedule, which schedule shall be reasonably acceptable to Contractors, at Contractor' s sole costs and expense, which will keep the New Shelters from being a public nuisance. Finally, the paint on each New Shelter shall be touched up as often as needed to eliminate damage and to prevent deterioration, and repainting will occur at least once during the first ten ( 10) years of this Agreement.

3. 5. 3 On- Calla Notification. Contractor shall he on- call twenty- four (24) hours per day. seven ( 7) days per week to receive notification of maintenance issues and damage to the New Shelters. Notification shall be made possible telephonically. Contractor is encouraged to also make notification possible via electronic mail or messaging. Notification shall be deemed to occur when a Contractor representative receives information orally or when a message is left telephonically for Contractor on Contractor' s dedicated telephone line. If applicable, notification shall also be deemed to occur when Contractor receives notification via electronic mail or messaging. Each New Shelter shall contain the conspicuously posted telephone number of Contractor' s maintenance and operation headquarters to which the public may direct complaints, Contractor is also encouraged to conspicuously post addresses to which electronic mail or messaging may be scot.
4, 5, 1 Response Times. Contractor shall respond to all complaints and notifications Contractor will respond to maintenance concerns, and shall repair or replace, at its sole costs and expense, any and all damaged or defaced Shelters, including defacement by graffiti, within twenty- four ( 2- 1) hours of notification to Contractor. Repairs necessary to ensure public safety tda mage indicated by the City to be dangerous) shall be performed within four 14) hours of notification to Contractor.
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4 3. 5. 5 Graffiti. As stated herein, graffiti shall be treated as a repair issue, so Contractor shall perform graffiti abatement on each New Shelter pursuant to Section 3. 5. 4.

Contractor shall utilize those materials that will best deter the prevalence of graffiti.

3. 5. 6 Shelter i) atabase and Maintenance Log, Contractor shall maintain a written database of the location of each New Structure, as well as its model and significant site features. Contractor shall also maintain a written log detailing, on a shelter- by- shelter basis, all complaints and notifications received for that shelter, as well as Contractor' s response thereto, and all routine and non routine maintenance and repair work on that shelter. The log should he provided to the City no less often than quarterly, as determined by the City. In addition, Contractor shall provide a copy of the database and log within two ( 2) business days of a request by City.

3. 5. 7 Electricity. Contractor shall provide electrified illumination, from dusk to iawit, for each New Shelter, by an interior overhead light fixture and for the interior of each advertising box. Contractor shall pay all sums on a timely basis for electrical energy supplied to the New Shelters. Contractor shall defend and indemnify City, pursuant to the indemnity provisions of this Agreement, for any and all costs, expenses and fees associated with such electrical supply.

3. 5. 8 Liquidated iidated Damages. In the event that Contractor does not respond or maintain the New Shelters within the time required by this Section 3. 5, it is understood, acknowledged and agreed that the City will suffer damage. Since it is impractical and infeasible to determine the amount of actual damage it is agreed that the Contractor shall pay to the City as fixed and liquidated damages, and not as a penalty, the following sums:

3. 5. 8. I First through Third Violations. Zero dollars ($ 0) per shelter, per day ( warning only) for normal violations ( non safety related); one hundred dollars 15100) per shelter, per day for violations involving public safety.

3. 5. 8. 2 Ffautah through Sixth Violations, Twenty- Five dollars ( 525) per shelter, per day for normal violations; two hundred dollars ($ 200) per shelter, per day for violations involving public safety.

3. 5, 8. 3 Seventh through Ninth Vtolatiiins Fifty dollars ($ 50) per shelter. per day for normal violations; Three hundred fifty dollars ($ 350) per shelter, per day for violations involving public safety.
3„ 5. 8. 4 Tenth and Subsequent Violations. ttions. One Hundred dollars ($ 100) per shelter. per day for normal violations, five hundred dollars ($ 500) per shelter, per day for violations involving public safety.

3. 5. 9 " Termination. Contractor s repeated failure to perform inain ten ance or repairs to the satisfaction of the City in accordance with the terms of this Agreement may be deemed a material default in performance by Contractor and grounds for termination of the Agreement pursuant to Section 3. 8.
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5 3. 6 Advertising.

Contractor may utilize those New Shelters designated as advertising shelters flat such purpose pursuant to the following:

3. 6. 1 Advertisine Display. Box. Advertising shall he displayed only in the illuminated box area designated for advertising.

3. 6. 2 Advertising Policy. All advertisements shall comply with the following:

3. 6.2. 1 No advertisement shall he displayed which is considered by the City, in its sole discretion and in accordance with applicable law, to he offensive or objectionable to the community standards of Los Alamitos.

3. 6. 2. 2 No advertisement shall be displayed which is considered by the City, in its sole discretion and in accordance with applicable law, to he indecent or vulgar,

3. 6. 2. 3 No advertisement shall display any work, phrase, symbol or character likely to interfere with, mislead or distract traffic, or conflict with any traffic control device.

3. 6. 2. 4 No advertisement shall display ads for alcohol, tobacco, or any other products or services illegal for sale to minors, including ` R" rated movies, within five hundred ( 500) feet of any school., playground or church. 3, 6. 2. 5 All advertisements shall comply with the Contractor' s Code of Advertising Practice attached hereto as Exhibit " C" and incorporated herein by reference.

3. 6. 3 City Review or Rg tlest for Removal. Contractor shall, upon request by City, transmit to the City color copies of any or all proposed advertisements for review prior to the advertisements being placed in the shelter. If at any time the City determines that an advertisement placed in an advertising bus shelter violates any provision of this Section 3. 6, Contractor shall remove such advertisement, at no cost or penalty to the City, within twenty- four 24) hours of receipt of a written request front City. If Contractor fails to remove such advertisement, it is understood, acknowledged and agreed that the City will suffer damage.

Since it is impractical and infeasible to determine the amount of actual damage, it is agreed that the Contractor shall pay to the City, as lived and liquidated damages, and not as a penalty, the sure of One Ifundred Dollars ( SI000W per day, per advertisement for each calendar day that the advertisement remains following notification.

3. 6. 4 Termination. Ret.peaurd Failure ton 3iihere to the provisions of this Section

3. 6 may he deemed a material default in performance by Contractor and grounds for termination of the Agreement pursuant to Section 3. 8.

ORANGIE, A: MOURNN '. t=.` 11

3. 6. 5 Public Service Messages. Contractor shall make available at all times to the City, at no cost or expense to the City, a minimum of four ( 4) advertising panels for public service messages. Such public service space will not he site specific, but the panels shall be made available throughout the entire City at locations mutually agreed to by City and Contractor.

Contractor shall also make all unsold advertising space available to the City, at no cost or expense to the City, for public service messages. Public service messages shall be noncommercial in nature, and shall he for City- sponsored or supported events, activities, or services, including, but not limited to, fundraising, public service and public safety purposes_

3. 7 Relocation of Shelters.

At. the request of the City, Contractor shall relocate any New Shelter due to: ( 1) new construction; ( 2) the discovery that the Shelter is a safety concern, such as a traffic hazard or obstruction; ( 3) a change in bus routes by the OCTA; or ( 4) construction of new bikeways or other pathways. Contractor shall perform the relocation, as well as restore the site to its original condition, in accordance herewith at its sole cost and expense. The City shall negotiate in good faith a potential cost- sharing agreement if a relocation is caused solely by a circumstance within the City' s sole discretion and control. ' The relocation will he completed fifteen ( 15) calendar days after all approvals and permits have been issued by City. Contractor shall not place or locate shelters in any areas within the City' s , jurisdiction without prior written approval of the City Manager, or his or her designee, or without first obtaining an applicable encroachment permits.

3. 8 Termination.

The City may terminate this Agreement, in whole or in part, upon a material default by Contractor in its performance of this Agreement. City' s termination for breach shall in no way effect any right of the City to pursue any other remedy available to it under this Agreement or other provision of law.

3. 8. t Material Default. The following shall be determined to be a material default by Contractor: to) failure to perform its obligations in strict accordance with this Agreement; ( h) defaulting on any financing secured by a shelter or bench; ( c) financial insolvency or other inability to perform under this Agreement; (d) making or attempting to make any assignment or transfer of its rights under this Agreement in violation of this Agreement: ( e) jailing to provide or maintain in full force and effect the insurance coverage required by this Agreement; ( f) failing to provide or mainain in frill force and effect any permit. license or other approval necessary under this Agreement: ( g) any fraud or deceit upon the City or upon persons to whom Contractor provides advertising or bus shelter services, as determined by a court of law; or ( ht violating any order or ruling of any regulatory body having ] Wisdic.i. ion over Contractor relative to its bus shelter and bus bench business, except during such time that Contractor is contesting such order or ruling by appropriate proceedings conducted in good faith.

3. 82 Notice of ' Termination; Timing. If the City elects to terminate this Agreement for breach, the City shall provide Contractor written notice of termination.

Contractor shall have thirty ( 30) calendar days from receipt of such notice to cure the breach, or such longer time as may be set forth in the City' s notice, otherwise the Agreement shall he onANJotr.AMorkis\2s ', ii
7 considered terminated far breach on that date. Notwithstanding the foregoing, if the City determines, in its sole and absolute discretion, that the public health, safety or general welfare requires a shorter notification period, Contractor shall cure such breach in such time required by the City in order to avoid termination for breach. If this Agreement is terminated for breach, the City may supply the services hereunder with its own forces or may enter into a new agreement with another party.

3. 9 Obligations Following Termination or Expiration of Agreement

3. 9. 1 Ownership_ of Shelters. Contractor is the owner of the New Shelters during the term ofthis Agreement,
3, 9. 2 Removal of Shelters. Upon termination or expiration of this Agreement, as well as any other circumstance requiring removal of any or all shelters erected or maintained by Contractor hereunder, all materials shall be removed from the site, including without limitation, the shelter structures, advertising boxes, benches and wires. The site shall be restored to the condition as it existed prior to installation of the shelter, including complete restoration of any sidewalk ca other public or private property.

3. 9..3 Acquisition of Shelters by City. It requested by' the City, all shelters and other structures or improvements placed by Contractor under this Agreement, including without limitation, the shelter structures, advertising boxes, benches and wires, may be acquired by City upon termination or expiration of this Agreement, on terms mutually acceptable to. the City and Cotractor. If the City and Contractor are unable to agree upon such mutually acceptable terms within thirty ( 30) days following notice by either party to commence such discussions, Contractor shall remove the shelters, structures and other improvements in accordance with the teams tiereof.

3. 9. 4 Advertisers. Prior to the effective date of termination or expiration of this Agreement, Contractor shall give notice of termination to all its existing advertisers. Upon the effective date of termination or expiration of this Agreement, Contractor shall remove all advertising and, if applicable and upon request by City, assign all advertising contracts and revenues to the City upon the terms and conditions mutually agreed upon by the parties.

3. 11) Insurance.

3. 10. ! Time for Compliance. Contractor shall not commence work under this Agreernera 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, including adding the City as an additional insured.

3. 10. 2 Minimum Requirements. Contractor shall. at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages tci property which may arise from the acts or omissions of the Contractoa its agents, representatives, employees or subcontractors. Contractor shall also require all of its f iR ASC ioA M1)( aaa5' 25 322
8 subcontractors to procure and maintain the same insurance for the duration of the Agreement.

Such insurance shall meet at least the following minimum levels of coverage:

Al Minimum Scope of Insurance, Coverage shall be at least as broad as: 11) General Liability: insurance Services Office Commercial General Liability coverage ( occurrence form CC 00(11); ( 2) Automobile Liability: Insurance Services Office Business Auto Coverage Lim number CA 0001, code 1 ( any auto), and ( 3) Workers' Compensation and Employer' s Liability: Workers' Compensation insurance as required by the State of California and Employer' s Liability Insurance.

B) Mintmittn Limits of insurance, Contractor shall maintain limits no less than: ( I) General 1_rability. 51, 000, 000 per occurrence for bodily injury, personal injury, property damage and completed operations. If Commercial General Liability Insurance or other form woh general aggregate limit is used including, but not limited to form CC 2503, either the general aggregate Limit shall apply separately to this Agreement/ location or the general aggregate limit shall be twice the required occurrence limit; ( 2) Automobile Liability: $ 1, 000, 000 per accident for bodily injury and property damage; and ( 3) Workers' Compensation and Employer' s Liability: Workers' Compensation limits as required by the Labor Code of the State of California, Employer' s Liability limits of$ 1, 000, 000 per accident for bodily injury or disease.

3. 10. 3 Insurance Endorsements. the 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:

A) General Liability. The general liability policy shall be endorsed to state that: ( f} the City, its directors, officials, officers, employees, agents, and volunteers shall he covered as additional insured with respect to the acts or omissions of Contractor, its officials, officers, employees, agents, consultants and contractors regarding the work or operations performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work; and ( 2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, . gents, and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor' s scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents, and volunteers shall be excess of the Contractor' s insurance and shall not be called upon to contribute with it in any way with respect to the liabilities assumed by Contractor under this Agreement.
13) Automobile Liability. 'T' he automobile liability policy shall be endorsed to state that: ( I ) 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; and ( 2) the insurance coverage shall be primary insurance as respects the City, its directors. officials, officers, employees, agents, and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor' s scheduled underlying coverage. Any insurance or self- insurance maintained by the City, its directors, officials, ortANCiEVAvtosutst253' 2 N
9 officers, employees, agents, and volunteers shall be excess of the Contractor' s insurance and shall not he called upon to contribute with it in any way with respect to such autos. it Workers Compensation and bnplpy .t s i i ability (' overate The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents, and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Contractor.

Ii) All Coverages, Each insurance policy required by this Agreement shall he endorsed to state that: ( A) coverage shall not be suspended, voided, reduced or canceled except after thirty ( 30) days prior written notice has been given to the City; and ( 13) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shrill not affect coverage provided to the City, its directors, officials, officers, employees, agents, and volunteers.

3. 10, 4 Separation of insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers.

3. 10. 5 Self Insurance Retentions. Any self-insured retentions must be declared to and approved by the City. Contractor shall guarantee that, at the option of the City. either: ( I) the insurer shall. reduce or eliminate such self-insured retentions as respects the City, its directors, officials, officers, employees, agents, and volunteers; or ( 2) the Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims, and administrative and defense expenses.

3. I0. 6 Acceptability of Insurers. insurance is to be placed with insurers with a current A. M. Best' s rating no less than A: VII, licensed and admitted to do business in California. and satisfactory to the City.
110. 7 Verification of Coverage Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall he on forms provided by the City if requested All certificates and endorsements must he received and approved by the City before work commences.

3. 10. 5 Reporting of Claims. Contractor shall report to the City, in . addition to Contractor' s insurer, any and all insurance claims submitted by Contractor in connection with the work or services under this Agreement wherein claims have been made against City or City has been nanied.

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10 3. 11 Miscellaneous Provisions.

3. 11. 1
fity largo. City shall supply Contractor with a City logo if the City wishes to affix its logo to the New Shelters. I' he City logo shall he configured such that it may he installed on the New Shelter roof fascia. Contractor will install the City logo at its sole cost and expense. City shall he responsible for the repair and maintenance of the logo beyond the regular cleaning associated with the New Shelter maintenance.

3. 11. 2
Independent Contractor. Contractor is an independent contractor and not an employee of the City. All constnietion and maintenance personnel shall he employees of Contractor and not employees of City. Contractor shall pay all salaries and wages of such personnel, employer' s social security taxes, unemployment insurance and similar taxes relating to employees, and shall be responsible for all applicable withholding taxes.

3. 11. 3 Representatives and Notices. The City Manager shall he the representative of the City for purposes of this Agreement, and may issue all consents, approvals, and directives on behalf of City called for by this Agreement, except amendments to this Agreement or except as otherwise expressly provided in this Agreement. The Director of Public Affairs of Contractor' s Southern California Division, who is presently Layne Utwson, shall be the sole representative of Contractor for purposes of this Agreement, and may enter into any subordinate Agreements with City pursuant to this Agreement on behalf of Contractor, Notices and written. communications sent by one party to the other shall he personally delivered or sent by U. S. Mail, postage prepaid, to the following addresses:

CONTRACTOR:

Clear Channel Outdoor
Ann: Layne Lawson, Director of Public Affairs
Southern California Division
19320 Harhorgate Way
Los Angeles. CA 90501
try:

City of Los Alamitos
Attn: City Manager
3191 Katella Avenue
Los Alamitos, CA 90720
Actual notice shall he deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3. 11. 4 Asienruent or Transfer. Contractor shall not assign, hypothecate or transfer this Agreement or any interest herein, either directly or by operation of law, without the prior written consent of City, which consent shall not he unreasonably withheld, conditioned or delayed. Any attempt to do so shall be null and void, and any assignees, hypothecates or c RAALi AM0RRtS s ' ii la
Ii
transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.
1 I. 5 Indemnification Contractor shall defend, indemnify and hold the City. its officials. officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Contractor, its officials, officers, employees, agents, consu hams, and contractors arising out of or in connection with the performance of the this Agreement, including without limitation the payment of all consequential damages and reasonable attorneys fees and other related costs and expenses. Such indemnity shall apply to, without limitation, any and all claims related to advertising, patent, copyright, and trademark issues or rights. Contractor shall defend, at Contractor' s own cost and with counsel of Contractor and City' s mutual selection, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may he brought or instituted against City, its directors, officials, officers, employees, agents, or volunteers. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials. officers, employees, agents, or volunteers, in any such suit, action or other legal proceeding.

Contractor shall reimburse City and its directors, officials, officers, employees, agents, and/ or 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 not he restricted to insurance proceeds, if any, received by the City, its directors, officials officers_ employees, agents, or volunteers.

3. 11. 6 Governing Law and Venue /' his Agreement shall be governed by and construed in accordance with the laws of the State of California. Any proceedings brought to interpret or enforce this Agreement shall be maintained solely in the state courts located in Orange County, California, or in the federal courts for the Central District of California.

3. 1 1. 7 Entire Agreement. This Agreement supersedes any and all other agreements, either oral or in writing, between the Parties hereto with respect to the subject matter hereof, including, without limitation, that agreement entered into between the Parties in 1991.

This Agreement contains all of the covenants and understandings between the Parties with respect to the subject matter hereof, and each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that any other agreement, shall be effective only if executed in writing and signed by City and Contractor, 3, 1 l.& Third PartgtRigins. No third party shall be deemed to have any rights hereunder against any of the Panics hereto as a result of this Agreement.

3. 1 1. 9
lime of l sscaee " rime is of the essence for each and every provision of this Agreement.

3. 11. 10 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties,
OR N( 1t ., 10tH 1Y n _'. 11
12 3. 1 1. 1 1 Construction; uction; Referenec, y; 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 au2icles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent cif this Agreement.

3. 1 1. 12 Amendment; Modification. No supplement, modifications or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3. 11. 13 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. 11. 14 ' 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, 11. 15 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. Further, 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. 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. 1 I.' 16 Equal Opportunity Employment. Contractor represents than it is an equal opportunity employer and it shall not discriminate against any , subcontractor, employee or applicant for employment because of nice, religion, color, national origin, handicap, ancestry, sex or age. . Such non- discrimination shall include, hut not he limited to, all activities related to initial employment, up grading. demotion, transfer, recruitment or recruitment advertising, layoff or termination.

3. 1 1, 1 7
labor Cc rtmfication. 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 selfOft A N G RA M OH R fS? S i:22. 14 13 insurance in accordance with the provisions of that Code. and agrees to comply with such provisions before commencing the performance of the Services.

3. 11. 18 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. 11. 14 Count ttpa ts. This Agreement may he signed in countctpans, each of which shall constitute an original.

3. 11320 Prior Approval Required. Contractor shall not subcontract any portion of the work or 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. 11. 21 $) andard of_Care. Contractor shall perform all work and 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_ Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Services. Contractor represents that all employees and subcontractors shall have sufficient skill and experience to perform the work or services assigned to them, Finally.

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 work or services, including a City Business License, and that such licenses and approvals shall be oiaintained throughout the term of this Agreement.

3. I i 22 lttvs 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 work r services under this Agreement, 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 this Agreement. Contractor shall defend, indemnify and hold City, its officials, directors, officers, employees, and agents free and harmless, pursuant to the 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. 1 1. 23 S ife,ty. Contractor shall execute and maintain its work and services so as to avoid injury or damage to any person or property. In carrying out its work and services, the Contractor shall at all times be to compliance with all applicable local, state and federal taws, 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. Contractor shall defend, indemnify and hold City, its officials, directors, officers, employees, and agents free and harmless, pursuant to the 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,
osA isits Aa<ru[uscss22 iv
14 3. 11 . 24 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may he necessary, appropriate OF convenient to attain the purposes of this Agreement. 3_ . 25 Attorney' s 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 attorney' s fees and all other costs of such action.

3. t . 26 Right of First Refusal. During the term of this Agreement, City may request Contractor to provide additional advertising or non- advertising bus shelters under the same terms of this Agreement and in accordance with applicable law. Approval of such additional bus shelters shall be by mutual written consent, in the form of a written amendment to this Agreement as provided for in Section 3. I. I and 3, 11. 12. If Contractor refuses City's request, nothing in this Agreement shall be construed to prevent the City from purchasing or installing additional advertising or non- advertising bus shelters at other locations within its jurisdiction, either through an agreement with another independent contractor or on its own, under any terms within the City' s sole discretion.

IN WITNESS WHEREOF, the parties have executed this Agreement on die date first above written.

SIGNATURES ON NEXTr PAGE].

RAN E:kmr)RRI`r:25. 422 t4
15 CITY OF LOS AIAMITOS
By: itiR
Mayor
Atiotit:

SSeletidie...

I - City Clerk
Apure N. ed as to Form:
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CI, EA R CHAilt INC.

By:

Gut.; i leGrath
Pr , thient, Southern California Diviiiiion
CR I,,,J, 1,,\% IORRIIIIIIi II:2 14
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EXHIBIT" A"

DESIGN OF NEW SI PETTERS
SEE PATES A- I Ti Rol A- 2
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LOCATIONS OF Nr SNr1. TERs
Sry PACES 13- I THROI, GII 13- 20
ATTACHED ElERIC' r0 AND INCORPORATED HEREIN ItY REFERENCE.] ylr tl' AVlf) fili1ti'' s l'^ H
18 BUS SHELTER LOCATIONS

LOCATION DESCRIPTION
1 Eastbound Katella Ave opp Civic Center Dr. 13' shelter vv/ 48" adbox 2 Southbound Los Alamitos El FS Katella Ave l ' sherm/ 18' ---' ad ox 3 Southbound Los Alarnitos UI. Opp, Farquhar Ave--'--- 13` shelter vv/ 48' ad bo 4 Southbound Los Alarriitos El. FSO an dA3' ahelto| v^| 6dbox 5 oot| hnuo Loo /\/ amitos8| ES Rossrnoor Way 13' shelter w/ 48' md box 6 Northbound Los Alarnitos RI. FS Bradbury Ave. 13' shelter vv/ 48" 3d box 7 Northbound Los Alamitos UI. PS Rossmoor Way 13' shelter w// 48" od box 8 Northbouna Los Alaniitos El. ES Orangewood Ave. --- 3' shelter / 48" 8 ----'--- 9 Northbound Los Alamos UI. FS Far | Ave 3' she|| er ---" adhox 10 Eastbound Katella Ave. ES Noel iS' sh6ie/ vW48^ uVbox 11 Westbound Ka|| Av FSP OUa1 | 0 r
l3' shelter vv/ 48" odbox
12NoAhho| nV Los A| an10r 8| F K18|| a Ave13' shelter v// 48" 0dbox 13 Northbound Los Alamitos El. Opp. Catu| ina 1 shelter 14 VY aAve. SWalnut---'- 1_~ vv«,` u_, _ v Sl l3' shelter vv/ 48'' adbox 15 Southbound Bloomfield St. FS Ball Rd -------- 13' shelter-`^-- b --- 16 Eastbound Ka e|| uA* E----| fo U
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Yxa ng / Ave. vC 13' shelter w/ 48" ad box
17 Eastbound Kalefla Ave. NS Maple St. she| tCm// 48' udx '-- 18 Eastbound Katella Ave. opp Walker St. 1 ' sh|[ d0ox
19VVentbuoodKate|| 3Ave FS | Lexington 8 D r l shelter w// 48" 8dbox I
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City of Los Alamitos

CITY COUNCIL AGENDA REPORT
MEETING DATE: April 18, 2022 ITEM NUMBER: 10E
To:

Presented By:

Subject:

Mayor Shelley Hasselbrink & Members of the City Council Ron Noda, Development Services Director
Amendment No. 1 to the Processional Services Agreement
with Terra Nova Planning & Research, Inc. for Preparation and Consultation of the City’s General Plan Housing Element

SUMMARY
This item seeks approval of Amendment No. 1 with Terra Nova Planning & Research, Inc., to continue to provide preparation and consultation on the City’s General Plan Housing Element until December 31, 2022.

RECOMMENDATION
Authorize the Mayor to execute Amendment No. 1 to the Professional Services Agreement with Terra Nova Planning & Research, Inc., extending the term of the Agreement until December 31, 2022. If approved, the Amendment would increase the maximum amount of compensation paid by City to Terra Nova Planning & Research pursuant to the PSA by $13,400.

BACKGROUND
The City executed a Professional Services Agreement (PSA) with Terra Nova Planning & Research, Inc. on April 19, 2021 to assist with preparation and consultation on the General Plan Housing Element. The assistance included the preparation of all California Environmental Quality Act (CEQA) documents required for environmental regulation compliance.

DISCUSSION
On December 17, 2020, the City released and subsequently re-noticed on January 26, 2021 and March 25, 2021, Request for Proposals (RFP 2020-04) for a State Housing and Community Development (HCD) LEAP Grants Program Consultant for the preparation of the City’s General Plan Housing Element.

Terra Nova Amendment No. 1 – Housing Element Update Services April 18, 2022

Page 2 of 2 ends

At the time of bid opening, no bids were received and as a result, staff sought out suggestions from the State HCD office and other development professionals for assistance in locating qualified firms. Two firms were identified and each submitted proposals for the preparation and consultation of the Housing Element. The project was awarded to Terra Nova Planning and Research, Inc. in the amount of $64,940 which will be reimbursed by the LEAP Grants Program.

The General Plan Housing Element Update timeline has been altered and now requires an extension of the Agreement with Terra Nova Planning & Research Inc. via the proposed Amendment No. 1. A draft Housing Element has been submitted to HCD and comments have been provided back to the City. It is anticipated that revision to the Housing Element will be needed and as a result, the revised draft will go before the Planning Commission during its April meeting followed by Council consideration in May.

Submittal of the approved Housing Element will follow and HCD will have 90 days to provide comments. The comments received will direct staff on the next steps towards adoption of a Housing Element expected in late 2022.

FISCAL IMPACT
The City will expend the initial project amount of $64,940 through the Housing Element’s first adoption. Amendment No. 1 seeks additional funding of $13,400 to cover the cost for services through December 31, 2022. Funding will come from Development Services, Planning, Account 10-532-5260.1290.

Submitted by: Ron Noda, Development Services Director
Fiscal Impact Reviewed by: Craig Koehler, Finance Director Approved by: Chet Simmons, City Manager
Attachment: 1. Amendment No. 1 to Professional Services Agreement with Terra Nova

2. April 2021 Terra Nova Planning and Research, Inc. Letter re Housing Element Status

3. 2021 Professional Services Agreement with Terra Nova Planning and Research, Inc.

Page 1 of 3 ends

AMENDMENT No. 1 TO PROFESSIONAL SERVICES AGREEMENT
City of Los Alamitos/Terra Nova Planning & Research, Inc.

This Amendment No. 4 to Professional Services Agreement (“Amendment”) is made and entered into on this 18th day of April, 2022 by and between the City of Los Alamitos, a California charter city and municipal corporation, (“City”) and, Terra Nova Planning and Research, Inc., a California Corporation, (“Firm”). City and Firm are sometimes collectively referred to herein as the “Parties.”

RECITALS
A. City and Firm entered into that certain Professional Services Agreement on April 20, 2021 to provide a Housing Element Update through the HCD Leap Grants Program, which is incorporated herein by this reference..

B. City and Firm desire to amend the Agreement, subject to the terms and provisions of this Amendment.

NOW, THEREFORE, City and Firm mutually agree as follows:

1. Section [2.1] & [3.4] of the Agreement is hereby amended and restated in its entirety to read as follows:

2.1 Maximum Contract Amount.

Firm shall be compensated for the Project Services performed, including authorized reimbursements, if any, in accordance with the professional hourly rates and charges set forth in the Scope of Services in an amount not to exceed EightyOne-Thousand-Five-Hundred-Ninety Dollars ($81,590). The maximum amount of City’s payment obligation under this Agreement is the amount specified in this section.

3.4 Term.

Unless earlier terminated as provided elsewhere in this Agreement, this Agreement shall commence upon the Effective Date and shall continue in full force and effect, ending on December 31, 2022, unless extended by mutual written agreement of the Parties.

2. Scope of Services. The Letter from Terra Nova Planning & Research, Inc., dated March 31, 2022, re Housing Element Status attached to this Amendment as Exhibit “A” is hereby appended to and made a part of and an addendum to the Agreement’s Scope of Services.

3. Except as expressly modified above, all terms and conditions of the Agreement shall remain unchanged and in full force and effect.

Attachment 1

Page 2 of 3 ends

Woodruff, Spradlin & Smart, APC
By:__________________________________
Michael S. Daudt
City Attorney
ATTEST:

By:_______________________________
Windmera Quintanar, MMC
City Clerk
“Firm”
Michael Balliet, LLC/Firm
By:_______________________________
John D. Criste
President
By:_______________________________
Nicole Sauviat Criste
Vice President

Page 3 of 3 ends

Exhibit “A”
Terra Nova Planning & Research, Inc., letter dated March 31, 2022, re Housing Element Status
TERRA NOVA PLANNING & RESEARCH, INC. ®
42635 MELANIE PLACE, SUITE 101, PALM DESERT, CA 92211 (760) 341-4800 Mr. Tom Oliver March 31, 2022
Associate Planner
City of Los Alamitos
3191 Katella Avenue
Los Alamitos, CA 90720
RE: Housing Element Status
Dear Mr. Oliver:

As you are aware, completion of the Housing Element Update has been delayed by multiple factors.

As of this date, we have completed the first batch of changes based on the Department of Housing and Community Development’s (HCD) first comment letter. The revised Housing Element has been posted for public review, and the Planning Commission held a workshop on March 23rd to take public input. The revised document is now ready for either processing through the Planning Commission and City Council, or resubmittal to HCD for a second review.

As we discussed yesterday, and based on the input received at the March 23rd workshop, changes may be needed to add another inventory site to the Element, and it is likely that a third draft will be needed, as HCD is being inconsistent in its reviews of the AFFH section of the Element, and additional requests from them are likely. Based on our conversation yesterday, we plan on presenting the Housing Element to the Planning Commission in April, seeking adoption from the City Council in May, and resubmitting an Adopted Housing Element to HCD in early June. HCD will have 90 days to review the adopted document, and is expected to require further changes, leading to a likely re-adoption.

On this basis, we would expect to complete our contracted tasks by the end of this year.

The budget for the project was $64,940.00, and included two HCD reviews and one set of adoption hearings. $16,052.78 remains in the budget as of March 1. This amount is sufficient through the adoption of the Element in June, but insufficient for a third draft and second adoption process, as described above. We would expect that the additional work for third draft/second adoption will require an additional $10,000.00 to complete. In addition, the City is considering the modification of the Element to add an additional inventory site. This would require the modification of the current second draft, and a review for internal consistency. Should the City determine that it wishes to make these changes, that effort will require an additional $3,400.00. Therefore, the anticipated total additional funds required would be $13,400.00.

Please feel free to contact me if you have any questions.

Sincerely,
Nicole Sauviat Criste
Principal
Attachment 2
DocuSign Envelope ID: BCOB1443- 71CB- 4C66- 99AE- 92BE3FE8983A

PROFESSIONAL SERVICES AGREEMENT
Terra Nova Planning and Research, Inc.

THIS PROFESSIONAL SERVICES AGREEMENT (" Agreement") is made and entered into, to be effective this 20 day of April 2021 (" Effective Date"), by and between the CITY OF LOS ALAMITOS, a California charter city and municipal corporation, (" City") and Terra Nova Planning and Research, Inc., a California Corporation, (" Firm"). City and Firm are sometimes hereinafter individually referred to as " Party" and are hereinafter collectively referred to as the Parties."

RECITALS
A. City has determined that it requires the services of a qualified firm to provide a Housing Element Update through the HCD Leap Grants Program (" Project").

B. Firm has submitted to City a written proposal, dated April 8, 2021, to provide consulting and preparation services for the Project.

C. Firm represents and maintains that it is uniquely qualified by virtue of its experience, training, education, reputation, and expertise, to provide the necessary services to City and has agreed to provide such services as set forth herein.

D. City desires to engage Firm to provide such services subject to the terms and conditions set forth in this Agreement.

AGREEMENT

1. SERVICES OF FIRM

1. 1 Scope of Services and Standard of Performance. Firm shall provide those services set forth in the Housing Element Update Proposal, dated April 8, 2021, attached hereto as Exhibit" A"(" Scope of Services" and/ or" Project Services"). Firm shall provide the Project Services in compliance with all terms and conditions of this Agreement. Firm warrants that all Project Services shall be performed in a skillful, competent, professional and satisfactory manner in accordance with all standards prevalent in the same profession in the State of California. Firm represents and warrants that it is skilled in the professional Professional Services Agreement— Terra Nova Planning and Research, Inc.

HCD LEAP Grants Program
City of Los Alamitos
11Page
Attachment 3
DocuSign Envelope ID: BC0B1443- 71CB-4C66- 99AE- 92BE3FE8983A discipline necessary to perform the Project Services. Firm represents and warrants that it and all employees, subconsultants and subcontractors providing any services pursuant to this Agreement shall have sufficient skill and experience to perform the Project Services. All Project Services shall be completed to the reasonable satisfaction of City.

1. 1. 1 Resolution of Inconsistencies. In the event of any inconsistency between or among the terms and conditions contained in the main body of this Agreement and the Scope of Services, such inconsistency shall be resolved by applying the provisions in the highest priority of the documents containing such inconsistency, which shall be determined in the following order of declining priority: ( 15L) the main body of this Agreement; and ( 2nd) the Scope of Services.

Firm shall be liable for all violations of such laws, ordinances, resolutions, statutes, rules and regulations in connection with performance of the Project Services. If Firm performs any Project Services in violation of such laws, ordinances, resolutions, statutes, rules or regulations, Firm shall be solely responsible for all penalties and costs arising therefrom. Firm shall defend, indemnify, and hold City, its officials, officers, employees, agents and volunteers, free and harmless from and against any claim or liability arising out of any failure or alleged failure to comply with such laws, ordinances, resolutions, statutes, rules or regulations.

1. 3 Licenses and Permits. Prior to performing any Project Services, Firm shall obtain all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession and perform the Project Services. Firm represents and warrants to City that Firm shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement and any extension, any license, permit, qualification, or approval that is legally required for Firm to perform the Project Services. Firm shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Firm' s performance of the Project Services, and shall defend, indemnify, and hold the City, its officials, officers, employees, agents and volunteers, free and harmless from and against any claim or liability arising out of any failure or alleged failure to obtain such license, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession and perform the Project Services.

1. 4 Familiarity with Work. By executing this Agreement, Firm warrants that Firm ( a) has thoroughly investigated and considered the Project Professional Services Agreement— Terra Nova Planning and Research, Inc.

HCD LEAP Grants Program
City of Los Alamitos
2IPage
DocuSign Envelope ID: BCOB1443- 71CB- 4C66- 99AE- 92BE3FE8983A Services to be performed, ( b) has carefully considered how the Project Services should be performed, and ( c) fully understands the facilities, difficulties and restrictions attending performance ofthe Project Services under this Agreement.

1. 5 Care in Performance of Project Services. Firm shall adopt reasonable methods during the term of the Agreement to prevent losses or damage to materials, papers or other components of the Project Services, and shall be responsible for all such damages, to persons or property, until acceptance of the Project Services by the City, except such losses or damages as may be caused by City' s own negligence.

1. 6 Non- Exclusive Agreement. Firm acknowledges that City may enter into agreements with other firms, contractors, consultants, or vendors for services similar to the services that are the subject of this Agreement. Firm further acknowledges that City may have its own employees perform services similar to the services that are the subject of this Agreement.

2. COMPENSATION

2. 1 Maximum Contract Amount. Firm shall be compensated for the Project Services performed, including authorized reimbursements, if any, in accordance with the rates and charges set forth in the professional hourly rates and charges set forth in the Scope of Services in an amount not to exceed sixty- eight one- hundred and ninety Dollars ($ 68, 190. 00). The maximum amount of City' s payment obligation under this Agreement is the amount specified in this section.

2. 2 Method of Payment. In any month in which Firm wishes to receive payment, Firm shall no later than first working day of such month, submit to the City, in a form approved by the City Manager or his designee, an invoice for services rendered prior to the date of the invoice.

Such requests shall be based upon the amount and value of the services performed by Firm and accompanied by such reporting data including an itemized breakdown of all costs incurred and tasks performed during the period covered by the invoice, as may be required by the City. Within thirty ( 30) calendar days of receipt of invoice, City shall pay all undisputed amounts included on the invoice.

2. 3 Changes in Scope. In the event any change or changes in the Scope of Services is requested by the City, the Parties shall execute a written amendment to this Agreement, signed by an individual authorized to formally bind the Party for which he/ she is signing, setting forth with particularity all terms of such amendment, including, but not limited to, any additional professional fees. An amendment may be entered into: ( a) to provide for revisions or modifications to documents or other work product when documents or other work product or work is required by the enactment or revision of law subsequent to the preparation of any documents, other work product, or work; and/ or, (b) to provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Firm' s profession.

Professional Services Agreement—Terra Nova Planning and Research, Inc.

NCD LEAP Grants Program
City of Los Alamitos
3IPage
DocuSign Envelope ID: BC0B1443- 71CB- 4C66- 99AE- 92BE3FE8983A

3. SCHEDULE OF PERFORMANCE

3. 1 Time of Essence. Time is of the essence in the performance of this Agreement.

The time for completion of the Project Services to be performed by Firm is an essential condition of this Agreement.

3. 2 Schedule of Performance. Firm shall prosecute regularly and diligently the Project Services according to the periods specified in the Scope of Services. When requested by Firm, extensions of the time period( s) specified in the Scope of Services may be approved in writing by the Contract Officer; however, the City shall not be obligated to grant any such extension.

3. 3 Force Maieure. The time for performance ofthe Project Services may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Firm ( financial inability excepted), including, but not limited to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, and/ or acts of any governmental agency, including the City, if Firm, within ten ( 10) calendar days of the commencement of such delay, notifies the City Manager in writing ofthe causes of the delay. The City Manager shall ascertain the facts and the extent of delay, and extend the time for performing the Services for the period of the enforced delay when and if in the judgment of the City Manager such delay is justified. The City Manager' s determination shall be final and conclusive upon the Parties to this Agreement. In no event shall Firm be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Firm's sole remedy being extension of the Agreement pursuant to this section.

3. 4 Term. Unless earlier terminated as provided elsewhere in this Agreement, this Agreement shall commence upon the Effective Date and shall continue in full force and effect for a period of approximately ten months, ending on February 28, 2022, unless extended by mutual written agreement of the Parties.

4. COORDINATION OF PROJECT SERVICES

4. 1 Firm' s Representative. The following principal of Firm is hereby designated as being the principal and representative of Firm authorized to act on its behalf with respect to the Project Services and to make all decisions in connection therewith: Nicole Sauviat Criste. It is Professional Services Agreement—Terra Nova Planning and Research, Inc.

HCD LEAP Grants Program
City of Los Alamitos
4IPage
DocuSign Envelope ID: BCOB1443- 71CB- 4C66- 99AE- 92BE3FE8983A expressly understood that the experience, knowledge, education, capability, expertise, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Firm and devoting sufficient time to personally supervise the Project Services performed hereunder. The foregoing principal may not be changed by Firm without prior written approval ofthe Contract Officer.

4. 2 City' s Contract Officer. The City' s Contract Officer shall be Acting Deputy City Manager, Ron Noda, and is subject to change by the City Manager. It shall be the Firm' s responsibility to ensure that the Contract Officer is kept fully informed of the progress of the performance of the Project Services, and the Firm shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.

4. 3 Prohibition Against Subcontracting or Assignments. The experience, knowledge, capability, expertise, and reputation of Firm, its principals and employees, were a substantial inducement for City to enter into this Agreement. Therefore, Firm shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, voluntarily or by operation of law, without the prior written consent of City. Firm shall not contract with any other entity to perform the Project Services without prior written consent of City. If Firm is permitted by City to subcontract any part of this Agreement, Firm shall be responsible to City for the acts and omissions of its subcontractor( s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. All persons engaged in the performance of Project Services will be considered employees of Firm. City will deal directly with and will make all payments to Firm.

In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written consent of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent( 25%) of the present ownership and/ or control ofFirm, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release Firm or any surety of Firm from any liability hereunder without the express written consent of City.

4. 4 Independent Contractor.

4. 4. 1 The legal relationship between the Parties is that of an independent contractor; nothing herein shall be deemed to make Firm a City employee. During the performance ofthis Agreement, Firm and its officers, employees, and agents shall act in an independent capacity and shall not act as City officers or employees. Firm will determine the means, methods and details Professional Services Agreement—Terra Nova Planning and Research, Inc.

HCD LEAP Grants Program
City of Los Alamitos
5IPage
DocuSign Envelope ID: BCOB1443- 71CB- 4C66- 99AE- 92BE3FE8983A of performing the Project Services subject to the requirements of this Agreement. The personnel performing the Project Services on behalf of Firm shall at all times be under Firm' s exclusive direction and control. Neither City nor any of its officials, officers, employees, agents or volunteers shall have control over the conduct of Firm or any of its officers, employees, or agents, except as set forth in this Agreement. Firm, its officers, employees or agents, shall not maintain a permanent office or fixed business location at City' s offices. City shall have no voice in the selection, discharge, supervision, or control of Firm' s officers, employees, or agents or in fixing their number, compensation, or hours of service. Firm shall pay all wages, salaries, and other amounts due its employees in connection with the performance of Project Services and shall be responsible for all reports and obligations respecting them, including but not limited to social security income tax withholding, unemployment compensation, workers' compensation, and other similar matters. City shall not in any way or for any purpose be deemed to be a partner of Firm in its business or otherwise a joint venturer or a member of any joint enterprise with Firm.

4. 4. 2 Firm shall not incur or have the power to incur any debt, obligation, or liability against City, or bind City in any manner.

4.4.3 No City benefits shall be available to Firm, its officers, employees, representatives, agents, subconsultants or subcontractors in connection with the performance of any Project Services. Except for professional fees paid to Firm as provided for in this Agreement, City shall not pay salaries, wages, or other compensation to Firm for the performance of any Project Services. City shall not be liable for compensation or indemnification to Firm, its officers, employees, representatives, agents, subconsultants or subcontractors, for injury or sickness arising out of the performance of any Project Services. If for any reason any court or governmental agency determines that the City has financial obligations, other than pursuant to Section 2 herein, of any nature relating to salary, taxes, or benefits of Firm' s officers, employees, representatives, agents, or subconsultants or subcontractors, Firm shall defend, indemnify, and hold harmless City from and against all such financial obligations.

4.5 PERS Eligibility Indemnification.

4. 5. 1 In the event that Firm or any officer, employee, representative, agent, subconsultant or subcontractor of Firm providing any Project Services claims or is determined by a court of competent jurisdiction or the California Public Employee Retirement System( PERS) to be eligible for enrollment in PERS as an employee of the City, Firm shall indemnify, defend, and hold harmless City against ( 1) all such claims and determinations, ( 2) for the payment of any employee and/ or employer contributions for PERS benefits on behalf of Firm or its officers, employees, representatives, agents, subconsultants or subcontractors, and ( 3) the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of the City.

4. 5. 2 Notwithstanding any other agency, state or federal policy, rule, regulation, Professional Services Agreement— Terra Nova Planning and Research, Inc.

NCO LEAP Grants Program
City of Los Alamitos
6IPage
DocuSign Envelope ID: BCOB1443- 71CB- 4C66- 99AE- 92BE3FE8983A law or ordinance to the contrary, Firm and any of its officers, employees, representatives, agents, subconsultants or subcontractors providing any Project Services shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/ or employee contributions for PERS benefits.

5. INSURANCE

5. 1 Compliance with Insurance Requirements. Firm shall obtain, maintain, and keep in full force and effect during the term of this Agreement, at its sole cost and expense, and in a form and content satisfactory to City, all insurance required under this section. Firm shall not commence any Project Services unless and until it has provided evidence satisfactory to City that it has secured all insurance required under this section. If Firm' s existing insurance policies do not meet the insurance requirements set forth herein, Firm agrees to amend, supplement or endorse the policies to do so.

5. 2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement, and without limiting the indemnity provisions set forth in this Agreement, Firm shall obtain and maintain in full force and effect during the term of this Agreement, including any extension thereof, the following policies of insurance:

5.2. 1 Professional Liability/Errors and Omissions Insurance (" PLI"). Firm shall obtain and maintain a policy of Professional Liability or Errors and Omissions Insurance appropriate to Firm' s profession with per-claim and aggregate limits of no less than Two Million Dollars ($ 2, 000, 000. 00). Covered professional services shall specifically include all Project Services to be performed under the Agreement and the policy shall be endorsed to delete any exclusions that may exclude coverage for claims within the minimum PLI limits set forth herein for the Project Services to be performed under this Agreement.

5.2. 1. 1 The PLI policy shall be endorsed to delete any Contractual Liability Exclusion. The PLI shall include contractual liability coverage applicable to this Agreement. The policy must" pay on behalf of the insured, and include a provision establishing the insurer' s duty to defend the insured.

5. 2. 1. 2 Ifthe PLI policy is written on a" claims- made" basis, the policy shall be continued in full force and effect at all times during the term ofthis Agreement, and for a period of three ( 3) years from the date of the completion of all Project Services provided hereunder( the PLI Coverage Period"). If any PLI policy is replaced, cancelled, non- renewed, discontinued, or otherwise terminated, or ifthe limits of a PLI policy are reduced or the available coverage depleted below the required minimum coverage amounts for any reason during the PLI Coverage Period, Firm shall immediately obtain replacement PLI coverage meeting the requirements of this Section Professional Services Agreement— Terra Nova Planning and Research, Inc.

HCD LEAP Grants Program
City of Los Alamitos
7IPage
DocuSign Envelope ID: BCOB1443- 71CB- 4C66- 99AE- 92BE3FE8983A

5. 2. 1. Such replacement coverage shall satisfy all requirements herein, and shall include coverage for the prior acts or omissions of Firm during the time period during which any Project Services were performed. The coverage shall be evidenced by either a new policy evidencing no gap in coverage, or by obtaining separate extended" tail" coverage with the present or new carrier or other insurance arrangements providing for complete coverage, either of which shall be subject to the written approval by the City.

5.2. 1. 3 Ifthe PLI policy is written on an" occurrence" basis, the policy shall be continued in full force and effect during the term of this Agreement, or until completion ofthe Project Services provided for in this Agreement, whichever is later. In the event of termination of the PLI policy during this period, new coverage shall immediately be obtained, and written evidence of the policy shall be immediately provided to the City, to ensure PLI coverage during the entire course of performing the Project services.

5. 2. 1. 4 Firm shall not perform any Project Services at any time during which required types or amounts of PLI insurance are not in effect, and the City shall have no obligation to pay Firm for Project Services performed while required PLI insurance is not in effect.

5. 2. 2 Commercial General Liability Insurance. Firm shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of Commercial General Liability Insurance ( CGL). Coverage shall be at least as broad as ISO Form CG 00 01 written on a per occurrence basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits of no less than One Million Dollars 1, 000, 000. 00) per occurrence and Two Million Dollars($ 2, 000. 000. 00) in the general aggregate.

The policy shall not contain any endorsements or provisions limiting coverage for( 1) contractual liability, ( 2) cross liability exclusion for claims or suits by one insured against another, or ( 3) contain any other exclusion contrary to the Agreement.

5. 2. 3 Automobile Liability Insurance. Firm shall obtain and maintain, in full force and effect throughout the term ofthis Agreement, a policy ofAutomobile Liability Insurance.

Coverage shall be at least as broad as ISO Form CA 00 01 written on a per occurrence basis, covering Code 1 ( any auto), or if the Firm has no owned autos, Code 8 ( hired) and Code 9 ( nonowned), with limits of no less than One Million Dollars ($ 1, 000,000.00) for each occurrence covering bodily injury and property damage.

5. 2. 4 Workers' Compensation Insurance. Firm shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of Workers' Compensation Insurance in at least the minimum statutory amounts, and in compliance with all other statutory requirements, as required by the State ofCalifornia. Firm agrees to waive and obtain endorsements from its workers' compensation insurer waiving all subrogation rights under its workers' compensation insurance policy against the City, its officials, officers, employees, agents and volunteers, and to require each of its subconsultants and subcontractors, if any, to do likewise Professional Services Agreement— Terra Nova Planning and Research, Inc.

HCD LEAP Grants Program
City of Los Alamitos
Wage
DocuSign Envelope ID: BC0B1443- 71CB- 4C66- 99AE- 92BE3FE8983A under their workers' compensation insurance policies. Firm shall also obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of Employer' s Liability Insurance written on a
per occurrence basis with limits of at least One Million Dollars ($ 1, 000, 000. 00) per accident for bodily injury or disease. Notwithstanding the foregoing, Firm shall not be required to procure either Worker' s Compensation Insurance or Employer' s Liability Insurance if Firm provides written verification to the City that Firm does not have any employees.

5. 3 Acceptability of Insurers. Insurance required by this section shall be issued by a licensed company authorized to transact business in the state by the Department of Insurance for the State of California with a current rating of A-:VII or better( if an admitted carrier), or a current rating of A:X or better( if offered by a non- admitted insurer listed on the State of California List of Approved Surplus Lines Insurers ( LASLI)), by the latest edition of A.M. Best' s Key Rating Guide, except that the City will accept workers' compensation insurance from the State Compensation Fund. In the event the City determines that the work or Project Services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Firm agrees that the minimum limits ofthe insurance policies may be changed accordingly upon receipt of written notice from the City. Firm shall immediately substitute any insurer whose A.M. Best rating drops below the levels specified herein.

5. 4 Specific Insurance Provisions and Endorsements. 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 written approval. Required insurance policies shall contain the following provisions, or Firm shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:

5. 4. 1 CGL and Auto Liability Endorsements. The policy or policies of insurance required by this section for CGL and Automobile Liability Insurance shall be endorsed as follows:

5.4. 1. 1. 1 Additional Insured Endorsements. Additional insured endorsements shall not ( 1) be restricted to " ongoing operations", ( 2) exclude " contractual liability", ( 3) restrict coverage to " sole" liability of Firm, or ( 4) contain any other exclusions contrary to the Agreement; and, the coverage shall contain no special limitations on the scope of protection afforded to additional insureds.

Professional Services Agreement— Terra Nova Planning and Research, Inc.

HCD LEAP Grants Program
City of Los Alamitos
9IPage
DocuSign Envelope ID: BCOB1443- 71CB- 4C66- 99AE- 92BE3FE8983A

5. 4. 1. 3 Waiver of Subrogation. Each CGL and Automobile Liability Insurance policy shall contain or be endorsed to waive subrogation against the City, its officials, officers, employees, agents and volunteers, or shall specifically allow Firm or others providing insurance evidence in compliance with the requirements set forth in this section to waive their right to recovery prior to a loss. Firm hereby agrees to waive its own right ofrecovery against the City, its officials, officers, employees, agents and volunteers, and Firm hereby agrees to require similar written express waivers and insurance clauses from each of its subconsultants or subcontractors.

5.4. 2 Notice of Cancellation. Each policy of any type shall be endorsed to provide that coverage shall not be suspended, voided, cancelled, or modified, or reduced in coverage or in limits, except after thirty ( 30) calendar days prior written notice has been provided to the City. Notwithstanding the foregoing, if coverage is to be suspended, voided, or cancelled because of Firm' s failure to pay the insurance premium, the notice provided by the insurer to City shall be by not less than ten( 10) calendar days prior written notice. ( A statement that notice will be provided "in accordance with the policy terms" or words to that effect is inadequate to meet the requirements of this section.)

5. 6 Evidence of Coverage. Concurrently with the execution of the Agreement, Firm shall deliver certificates of insurance together with original endorsements affecting each of the insurance policies required by this section. Firm shall promptly furnish, at City' s request, copies of actual policies including all declaration pages, endorsements, exclusions and any other policy documents City may require to verify coverage.

5. 6. 1 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 written approval.

5. 6.2 Authorized Signatures. The certificates of insurance and original endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf.

5.6.3 Renewal/ Replacement Policies. At least fifteen ( 15) calendar 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, Firm shall, within ten( 10) calendar 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 Professional Services Agreement— Terra Nova Planning and Research, Inc.

HCD LEAP Grants Program
City of Los Alamitos
10IPage
DocuSign Envelope ID: BCOB1443- 71CB- 4C66- 99AE- 92BE3FE8983A has been provided through another insurance company or companies meeting all requirements of this Agreement.

5. 7 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 requirements, or a waiver of any coverage normally provided by any insurance. Nothing in this section shall be construed as limiting in any way the indemnification provision contained in this Agreement, or the extent to which Firm may be held responsible for payments of damages to persons or property.

5. 8 Enforcement of Agreement( Non- Estoppel). Firm acknowledges and agrees that actual or alleged failure on the part ofthe City to inform Firm of any non- compliance with any of the insurance requirements set forth in this section imposes no additional obligation on the City nor does it waive any rights hereunder.

5. 9 Insurance for Subconsultants. Firm shall either: ( 1) include all subconsultants or subcontractors engaged in the performance of Project Services on behalf of Firm as additional named insureds under the Firm' s insurance policies; or ( 2) Firm shall be responsible for causing its subconsultants or subcontractors to procure and maintain the appropriate insurance in compliance with the terms ofthe insurance requirements set forth in this section, including adding the City, its officials, officers, employees, agents and volunteers, as additional insureds to their respective policies. Firm shall not allow any subconsultant or subcontractor to commence any work or services relating to this Agreement unless and until it has provided evidence satisfactory to City that the subconsultant or subcontractor has secured all insurance required under this section.

5. 10 Other Insurance Requirements. The following terms and conditions shall apply to the insurance policies required of Firm and its subconsultants and subcontractors, if any, pursuant to this Agreement:

5. 10. 1 Firm shall provide immediate written notice to City if ( 1) any of the insurance policies required herein are terminated, cancelled or suspended, ( 2) the limits of any of the insurance coverages required herein are reduced, or( 3) the deductible or self-insured retention is increased.

5. 10. 2 All insurance coverage and limits provided by Firm and available or applicable to this Agreement are intended to apply to each insured, including additional insureds, against whom a claim is made or suit is brought to the full extent ofthe policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations shall limit the application of such insurance coverage.

5. 10. 3 None of the insurance coverages required herein will be in compliance with the requirements of' this section if they include any limiting endorsement which substantially Professional Services Agreement—Terra Nova Planning and Research, Inc.

HCD LEAP Grants Program
City of Los Alamitos
111 Page
DocuSign Envelope ID: BCOB1443- 71CB-4C66- 99AE- 92BE3FE8983A impairs the coverages set forth herein ( e. g., elimination of contractual liability or reduction of discovery period), unless the endorsement has first been submitted to the City and approved in writing.

5. 10. 4 Certificates of insurance will not be accepted in lieu of required endorsements, and submittal of certificates without required endorsements may delay commencement of the Project. It is Firm' s obligation to ensure timely compliance with all insurance submittal requirements as provided herein.

5. 10.5 Firm agrees to ensure that subconsultants and subcontractors, if any, and any other parties involved with the Project who are brought onto or involved in the Project by Firm, provide the same minimum insurance coverage required of Firm. Firm agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Firm agrees that upon request, all agreements with subcontractors and others engaged in the provision of Project Services will be submitted to the City for review.

5. 10. 6 Firm agrees to provide immediate written notice to City of any claim, demand or loss against Firm arising out of the work or Project Services performed under this Agreement and for any other claim, demand or loss which may reduce the insurance available to pay claims, demands or losses arising out of this Agreement.

6. INDEMNIFICATION
To the fullest extent permitted by law, Firm shall defend ( at Firm' s sole cost and expense with legal counsel reasonably acceptable to City), indemnify and hold the City, its officials, officers, employees, agents and volunteers, free and harmless from any and all claims, demands, orders, causes of action, costs, expenses, liabilities, losses, penalties, judgments, arbitration awards, settlements, damages or injuries of any kind, in law or in equity, including but not limited to property or persons, including wrongful death, ( collectively " Claims") in any manner arising out of, pertaining to, related to, or incident to any alleged acts, errors or omissions, or willful misconduct of Firm, its officers, directors, employees, subconsultants, subcontractors, agents or invitees in connection with performance under this Agreement, or in any manner arising out of, pertaining to, related to, or incident to an alleged breach of this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys' fees and other related costs and expenses.

Notwithstanding the foregoing, and only to the extent that the Project Services performed by Firm are subject to California Civil Code Section 2782. 8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782. 8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct ofthe Firm.

Professional Services Agreement— Terra Nova Planning and Research, Inc.

NCO LEAP Grants Program
City of Los Alamitos
12 IPage
DocuSign Envelope ID: BCOB1443- 71CB- 4C66- 99AE- 92BE3FE8983A Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Firm' s indemnification obligation or other liability hereunder.

Notwithstanding the foregoing, such obligation to defend, hold harmless and indemnify the City, its officials, officers, employees, agents and volunteers, shall not apply to the extent that such Claims are caused by the sole negligence or willful misconduct of that indemnified party.

7. REPORTS AND RECORDS

7. 1 Records. Firm shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Firm shall keep such books and records as shall be necessary to properly perform the Project Services required by this Agreement and to enable the Contract Officer to evaluate the performance of such Project Services.

The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records.

7. 2 Reports. Firm shall periodically prepare and submit to the Contract Officer such reports concerning the performance ofthe Project Services as the Contract Officer shall require.

7. 3 Ownership of Documents. All drawings, specifications, reports, records, documents, memoranda, correspondence, computations, and other materials prepared by Firm, its employees, subconsultants, subcontractors and agents in the performance of this Agreement shall be the property ofCity and shall be promptly delivered to City upon request ofthe Contract Officer or upon the termination of this Agreement, and Firm shall have no claim for further employment or additional compensation as a result ofthe exercise by City of its full rights of ownership of the documents and materials hereunder. Firm may retain copies of such documents for its own use.

Firm shall have an unrestricted right to use the concepts embodied therein. Firm shall ensure that all of its subconsultants and subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Firm fails to secure such assignment, Firm shall indemnify City for all damages resulting therefrom.

7. 4 Release of Documents. Except to the extent otherwise required by law, no drawing, specification, report, record, document, or other material prepared by Firm, its employees, subconsultants, subcontractors and agents in the performance of Project Services shall be released publicly without the prior written approval of the Contract Officer.

8. ENFORCEMENT OF AGREEMENT

8. 1 California Law and Venue. This Agreement shall be construed and interpreted both as to validity and as to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Orange, State of Professional Services Agreement— Terra Nova Planning and Research, Inc.

HCD LEAP Grants Program
City of Los Alamitos
131Page
DocuSign Envelope ID BCOB1443- 71CB- 4C66- 99AE- 92BE3FE8983A California, or any other appropriate court in such County, and Firm covenants and agrees to submit to the personal jurisdiction of such court in the event of such action.

8. 2 Waiver. No delay or omission in the exercise of any right or remedy of a nondefaulting Party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waiver or render unnecessary City' s consent to or approval of any subsequent act of Firm. Any waiver by either Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

8.3 Rights and Remedies Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.

8. 4 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement.

8. 5 Termination Prior to Expiration of Term. City reserves the right to terminate this Agreement, at any time, with or without cause, upon thirty (30) calendar days written notice to Firm, except that where the continuation of services would constitute a danger to health, safety or general welfare, the period of notice shall be such shorter time as may be appropriate. Upon receipt of the notice of termination, Firm shall immediately cease all Project Services, except as may be specifically approved by the Contract Officer. Firm shall be entitled to compensation for all Project Services rendered prior to receipt of the notice of termination and for any Project Services authorized by the Contract Officer thereafter.

8. 6 Termination for Default of Firm.

8. 6. 1 Firm' s failure to comply with any provision of this Agreement shall constitute a default.

8. 6.2 Ifthe Contract Officer determines that Firm is in default in the performance of any of the terms or conditions of this Agreement, he/ she shall notify Firm in writing of such default. If such default is capable of being cured, Firm shall have ten( 10) calendar days, or such longer period as City may designate, to cure the default by rendering satisfactory performance. In the event Firm fails to cure its default within such period of time, or if such default is not capable of being cured, City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice of any remedy to which Professional Services Agreement— Terra Nova Planning and Research, Inc.

HCD LEAP Grants Program
City of Los Alamitos
14IPage
DocuSign Envelope ID: BCOB1443- 71CB- 4C66- 99AE- 92BE3FE8983A City may be entitled at law, in equity, or under this Agreement. Firm shall be liable for any and all reasonable costs incurred by City as a result of such default. Compliance with the provisions of this section shall not constitute a waiver of any City right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City' s right to terminate this Agreement without cause pursuant to Section 8. 5.

8. 6.3 Iftermination is due to the failure of Firm to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 8. 6.2, take over the Project Services and prosecute the same to completion by contract or otherwise, and Firm shall be liable to the extent that the total direct and indirect costs for completion ofthe Project Services required hereunder exceeds the Maximum Contract Amount, and City may withhold any payments to Firm for the purpose of set- off toward the cost of completion of the Project Services. The withholding or failure to withhold payments to Firm shall not limit Firm' s liability for completion ofthe Project Services as provided herein.

8. 7 Attorneys' Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non- prevailing Party all reasonable costs and expenses, including but not limited to reasonable attorneys' fees, expert witness fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. To the extent authorized by law, in the event of a dismissal by the plaintiff or petitioner ofthe litigation or non judicial proceeding within thirty( 30) calendar days of the date set for trial or hearing, the other Party shall be deemed to be the prevailing Party in such litigation or proceeding. For purposes of this section, " Reasonable attorney fees" shall be calculated by multiplying the actual number of hours reasonably expended by the attorney( s) handling the dispute on behalf of the prevailing Party by the hourly rate actually paid by the prevailing Party, but in no case shall the hourly rate exceed Two Hundred and Fifty Dollars 250. 00) per hour.

9. CITY OFFICERS AND EMPLOYEES: NON- DISCRIMINATION

9. 1 Non- liability of City Officers and Employees. No officer or employee ofthe City shall be personally liable to the Firm, or any successor- in-interest, in the event of any default or breach by the City or for any amount which may become due to the Firm or to its successor, or for breach of any obligation ofthe terms ofthis Agreement.

9. 2 Covenant Against Discrimination. Firm covenants that, by and for itself, its heirs, executors, assigns, subcontractors, subconsultants and all persons claiming under or through them, that there shall be no discrimination or segregation in the performance of or in connection with this Agreement regarding any person or group of persons on account of race, disability, medical condition, color, creed, religion, sex, sexual orientation, marital status, age, national origin, or ancestry. Firm shall take affirmative action to insure that applicants and employees are treated Professional Services Agreement—Terra Nova Planning and Research, Inc.

HCD LEAP Grants Program
City of Los Alamitos
15IPage
DocuSign Envelope ID: BCOB1443- 71CB- 4C66- 99AE- 92BE3FE8983A without regard to their race, disability, medical condition, color, creed, religion, sex, sexual orientation, marital status, national origin, or ancestry.

10. MISCELLANEOUS PROVISIONS

10. 1 Confidentiality. Information obtained by Firm in the performance of this Agreement shall be treated as strictly confidential and shall not be used by Firm for any purpose other than the performance of this Agreement without the written consent of the Contract Officer.

10.2 Patent and Copyright Infringement.

10. 2. 1 To the fullest extent permitted by law, and in lieu of any other warranty by City or Firm against patent or copyright infringement, statutory or otherwise, it is agreed that Firm shall defend at its expense any claim or suit against City on account of any allegation that any item furnished under this Agreement, or the normal use or sale thereof arising out of the performance of this Agreement, infringes upon any presently existing U. S. letters patent or copyright and Firm shall pay all costs and damages finally awarded in any such suit or claim, provided that Firm is promptly notified in writing of the suit or claim and given authority, information and assistance at Firm' s expense for the defense of same, and provided such suit or claim arises out of, pertains to, or is related to the alleged negligence, recklessness or willful misconduct of Firm. However, Firm will not indemnify City if the suit or claim results from City' s alteration of a deliverable where such alteration created the infringement upon any presently existing U.S. letters patent or copyright.

10. 2.2 Firm shall have sole control of the defense of any such claim or suit and all negotiations for settlement thereof, Firm shall not be obligated to indemnify City under any settlement made without Firm' s consent or in the event City fails to cooperate in the defense of any suit or claim, provided, however, that such defense shall be at Firm' s expense. If the use or sale of such item is enjoined as a result of the suit or claim, Firm, at no expense to City, shall obtain for City the right to use and sell the item, or shall substitute an equivalent item acceptable to City and extend this patent and copyright indemnity thereto.

10. 3 Notices. Any notice, demand, request, consent, approval, or communication either Party desires or is required to give to the other Party or any other person shall be in writing and either served personally during normal hours of operation ofthe Party receiving the notice, or sent by pre-paid, first-class mail to the address set forth below. Either Party may change its address by notifying the other Party of the change of address in writing. Notice shall be deemed communicated on the day personally served, or two ( 2) business days from the date of mailing if mailed as provided in this section. Additionally, notices by email will be considered legal notice if such communications include the following text in the Subject field: FORMAL LEGAL NOTICE— Housing Element Update through the HCD Leap Grants Program.

Professional Services Agreement— Terra Nova Planning and Research, Inc.

HCD LEAP Grants Program
City of Los Alamitos
16IPage
DocuSign Envelope ID: BC0B1443- 71CB-4C66- 99AE- 92BE3FE8983A To City: Ron Noda, Acting Deputy City Manager
City of Los Alamitos
3191 Katella Ave.

Los Alamitos, CA 90720
csimmons@cityoflosalamitos. org
With copy to:

Michael S. Daudt, City Attorney
Woodruff, Spradlin& Smart
555 Anton Blvd., Suite 1200
Costa Mesa, CA 92626
mdaudt@wss- law.com
To Firm: Nicole Sauviat Criste, Vice President
TERRA NOVA PLANNING & RESEARCH, INC.®
42635 Melanie Place, Ste 101
PALM DESERT, CA. 92211
ncriste@terranovaplanning. com

10.4 Entire Agreement: Amendments in Writing. This Agreement constitutes the entire agreement between the Parties and is intended as an integrated agreement, superseding all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter hereof. No amendments or other modifications of this Agreement shall be binding unless executed in writing by both Parties hereto, or their respective successors, assigns, or grantees.

10.5 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the Parties hereunder.

10. 6 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties' successors and assignees.

10.7 Third Party Beneficiary. Except as expressly provided herein, nothing contained in this Agreement is intended to confer, nor shall thi A' reement be construed a conf• rrin• ts. including. without limitation. any ri hts as third-party beneficiary or otherwis upon any entity or person not a party hereto.

Recitals. The above- stated Recitals are hereby incorporated into the Professional Services Agreement— Terra Nova Planning and Research, Inc.

HCD LEAP Grants Program
City of Los Alamitos
171Page
DocuSign Envelope ID: BCOB1443- 71CB-4C66- 99AE- 92BE3FE8983A Agreement as though fully set forth herein and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement. b the same.

10. 9 Prevailing Wages. Firm 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"). Firm agrees to fully comply with all applicable federal and state labor laws( including, without limitation, if applicable, the Prevailing Wage Laws). It is agreed by the Parties that, in connection with the work or Project Services provided pursuant to this Agreement, Firm shall bear all risks of payment or non- payment of prevailing wages under California law, and Firm hereby agrees to 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. The foregoing indemnity shall survive termination of this Agreement.

10. 0 Corporate Authority. Each ofthe undersigned represents and warrants that( i) the Party for which he/ she is executing this Agreement is duly authorized and existing, ( ii) he/ she is duly authorized to execute and deliver this Agreement on behalf of the Party for which he/ she is signing, ( iii) by so executing this Agreement, the Party for which he/ she is signing is formally bound to the provisions of this Agreement, and ( iv) the entering into this Agreement does not violate any provision of any other agreement to which the Party for which he/ she is signing is bound.

SIGNATURES ON NEXT PAGE]
Professional Services Agreement— Terra Nova Planning and Research, Inc.

HCD LEAP Grants Program
City of Los Alamitos
18IPage
DocuSign Envelope ID: BCOB1443- 71CB- 4C66- 99AE- 92BE3FE8983A IN WITNESS WHEREOF, the Parties have executed and entered into this Agreement as of the date first written above.

City"
City of Los Alamitos
DocuSigned by:

By:
cA E9iEo4CAar
Mark A. hrico 4/ 28/ 2021
Mayor
APPROVED AS TO FORM. ATTEST:

Woodruff, Spradlin & Smart, APC
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DocuSigned by: DocuSigned by:

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Michae J llauc t WinQmera Quintanar, MMC 4/ 28 2021
City Attorney City Clerk 4/ 28/ 2021
Firm"

TERRA NOVA PLANNING & RESEARCH,
INC.®
By: [
DocuSigned by:

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4/ 28/ 2021 Nicole Sauviat Criste
Vice President
DocuSigned by:

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President
Professional Services Agreement— Terra Nova Planning and Research, Inc.

HCD LEAP Grants Program
City of Los Alamitos
19 I Page
DocuSign Envelope ID: BC0B1443- 71CB- 4C66- 99AE- 92BE3FE8983A Exhibit A
Scope of Work
for
City of Los Alamitos
Housing Element Update
DocuSign Envelope ID: BCOB1443- 71CB- 4C66- 99AE- 92BE3FE8983A I
f.

PROPOSAL TO PREPARE
N.
tTHE CITY OF LOS ALAMITOS

HOUSING ELEMENT UPDATE
1 , 2021- 2029)
Prepared for:

City of Los Alamitos
3191 Katella Avenue
Los Alamitos, CA 90720
Prepared by:

L J Terra Nova Planning & Research, Inc.®
42635 Melanie Place, Suite 101
Palm Desert, CA 92211
April 2021
DocuSign Envelope ID: BCOB1443- 71CB- 4C66- 99AE- 92BE3FE8983A I • 7? Terra Nova/ City of Los Alamitos
4a, Housing Element Update
W tw 4 J
City of Los Alamitos
Housing Element Update ( 2021- 2029)
Table of Contents
I. SCOPE OF WORK 4
II. FIRM OVERVIEW AND KEY PERSONNEL 7
A. Terra Nova 7
B. Staff Qualifications 7
III. EXPERIENCE AND REFERENCES 9
IV. FEE SCHEDULE AND COST ESTIMATE 10
A. Terra Nova Fee Schedule 10
B. Cost Estimate 11

Page 2 of 11 ends

DocuSign Envelope ID: BC0B1443- 71CB- 4C66- 99AE- 92BE3FE8983A r
J TERRA NOVA PLANNING & RESEARCH, INC. ®
April 8, 2021
Mr. Tom Oliver
Associate Planner
City of Los Alamitos
3191 Katella Avenue
Los Alamitos, CA 90720
RE: Proposal to Prepare Housing Element Update
Dear Mr. Oliver:

Terra Nova Planning & Research is pleased to submit this proposal for the preparation of the City' s 6th Cycle Housing Element Update, for the period from 2021 to 2029.

Terra Nova has been providing planning and environmental consulting services in southern California since 1984.

Our Housing Element experience started in 1987, and we have prepared Housing Elements for each update cycle since that time, primarily for the cities of the Coachella Valley in Riverside County, and the High Desert in San Bernardino County. We are currently preparing Housing Elements for the cities of Cathedral City, Rancho Mirage, Palm Desert, La Quinta and Twentynine Palms, and the Town of Apple Valley ( please see Firm Overview and Personnel section of our proposal).

I will be the City' s prime contact, should we be selected for this project. I can be reached at 760- 341- 4800, or by email at ncriste@terranovaplanning. com. Our address and telephone number is provided below.

We look forward to having the opportunity to discuss this proposal with you further. If you have any questions or require additional information, please feel free to contact me.

Sincerely,
71 .

Nicole Sauviat Criste
Principal
42635 MELANIE PLACE, SUITE 101, PALM DESERT, CA 92211 ( 760) 341- 4800 DocuSign Envelope ID: BC0B1443- 71CB- 4C66- 99AE-92BE3FE8983A sl' Terra Nova/ City of Los Alamitos
Housing Element Update
I. SCOPE OF WORK
The Housing Element Update is governed by the requirements of State law, and has been further constrained by the State' s 2018 and 2019 legislative sessions, which added requirements to Housing Elements that further define the City' s facilitation of the development of housing for all income levels.

Our scope of work is provided below. The scope is followed by a project schedule that assumes a realistic pace for the work, while meeting the mandates of law that the City' s Housing Element Update must be adopted by February 15, 2022 ( within 120 days of the due date of October 15, 2021).

Scope of Work
Meetings & Consultation: Terra Nova will prepare for and attend one Kick Off meeting and five 5) meetings with staff during the preparation of the Housing Element Update. The Kick Off meeting will include refinement of project schedule; a review of data needs and background information that Terra Nova will need City staff help with; and discussion of policy direction and site inventory to meet the 2021- 2029 RHNA allocation. We have assumed that most if not all of the meetings will be held via Zoom or similar video conferencing application.

Community Outreach: In coordination with City Staff, prepare for, coordinate and staff two community workshops geared toward stakeholders such as affordable housing developers, public agency staffs, and the public, and document the input received from all parties. The format and timing of the two workshops will be determined at the Kick Off meeting.

Research and Data Collection:
o Develop a list of data needs for the update, including but not limited to building permit data, existing affordable housing projects, activities of the City during the 2014- 2021 planning period, housing conditions survey, and other materials for City staff research. o Review the City' s General Plan, Zoning Ordinance and applicable Specific Plans and develop clear understanding of the land use context for the Housing Element. This review will include checking existing Zoning standards and requirements which may have been affected by recent State legislation, including accessory dwelling units and junior accessory units, density bonuses, standards and definitions for reasonable accommodation, single room occupancy, transitional and supportive housing, etc. This task will result in a compiled list of required amendments, as needed.
o Review existing policies and programs of the Housing Element, and develop analysis of progress made in addressing each of them. Identify policies and programs that require carryPage 4 of 11 DocuSign Envelope ID: BC0B1443- 71CB- 4C66- 99AE- 92BE3FE8983A h Terra Nova/ City of Los Alamitos
Housing Element Update
over into the Update, eliminate those that have been completed, and determine new programs that may be necessary for the 2021- 2029 planning period. o Update demographic section to include current ( 2019 and 2020, as available) information, such as US Census annual Community Surveys, SCAG, California Department of Finance, current housing stock and values, etc.
o Work with staff to determine what sites will be needed in the land inventory to meet the City' s RHNA. As required by the State' s 2018 Housing Package ( AB 1397), the inventory will include assessor' s parcel numbers, demonstrate that the sites are serviced by utilities and infrastructure, and include an analysis of realistic density.

Housing Element Drafting: Incorporate research and documentation into revised Housing Element document. Expand constraints analysis as required by AB 879, including review of Municipal Code requirements that may impact the cost of housing, non- governmental constraints related to reduced density proposals, etc. Assure that programs are included in the revised Element, if necessary, to remove all constraints. o Revise all other sections of the Element to assure compliance with current State requirements, including funding sources, agencies providing affordable housing, special needs housing analysis, etc.
o Develop new and amend existing goals, policies and programs to reflect the research and documentation described above. Include defined timelines and responsible departments/ agencies for all activities.

HCD Submittal: Submit the draft document for State review, and coordinate response to comments from HCD with City staff, and draft modifications to Update as necessary. For purposes of this proposal, we have assumed two (2) reviews by HCD, not including the certification review.

Following adoption by the City Council, Terra Nova will submit the document for certification by HCD, and coordinate the process on behalf of the City.

CEQA Documentation: Prepare CEQA Initial Study and Checklist, Negative Declaration and public notice documentation.

Public Hearings: Terra Nova will work with City staff in developing staff reports and resolutions for the Planning Commission and City Council, and present the Housing Element to both bodies for adoption. One hearing is expected for each body' s action on the document.

Project Schedule
The project schedule is provided below. It is consistent with the tasks described above.

Page 5 of 11 ends

DocuSign Envelope ID: BC0B1443- 71CB- 4C66- 99AE- 92BE3FE8983A 4 Terra Nova/ City of Los Alamitos
Housing Element Update
City of Los Alamitos Housing Element Update
Project Schedule
Task 5/ 21 6/ 21 7/ 21 8/ 21 9/ 21 10/ 21 11/ 21 12/ 21 1/ 22 2/ 22 Meetings&
Consultation
Community
Workshops( 2)
Research& Data
Collection
Housing Element
Drafting
HCD Review, 1st
Draft( 60 days)
Amend Element
per HCD Comments
HCD Review 2nd
Draft( 60 days)
Prepare& Circulate
Initial Study( 20
days)
Planning
Commission
City Council
Hearing
File NOD
Adopted Document 2/ 15-
Review by
4/ 15
HCD/ Certification

Page 6 of 11 ends

DocuSign Envelope ID: BCOB1443- 71CB- 4C66- 99AE- 92BE3FE8983A z
Terra Nova/ Cityof Los Alamitos
t,.,
Housing Element Update
II. FIRM OVERVIEW AND KEY PERSONNEL
A. Terra Nova
Terra Nova has been providing planning and environmental services to a wide range of public agencies, including all cities of the Coachella Valley, the County of Riverside, the Towns of Apple Valley and Yucca Valley, the City of San Bernardino, and other agencies, including the Coachella Valley Association of Governments, College of the Desert and the Coachella Valley Water District since 1984. During that time, we have prepared Housing Elements and Updates for multiple jurisdictions, starting in 1987, when we prepared the City of Rancho Mirage' s Housing Element for the 2nd Cycle. Since that time, we have completed a varying number of Elements, ranging from 4 to 8 per cycle. We are gratified that our client cities have called on us repeatedly to update their Housing Elements multiple times.

The following section provides brief resumes of Terra Nova key personnel. All personnel listed will be fully involved in the project, and have availability to perform the scope of work detailed in this proposal.

B. Staff Qualifications
Nicole Sauviat Criste, Principal
Ms. Criste has led Terra Nova' s Housing Element efforts since the firm' s inception. Her experience with Housing Elements has included Palm Desert ( 3rd 4th, 5th and 6t" Cycles), Rancho Mirage ( 2nd, 3rd, 4th, 5th and 6t" Cycles), Cathedral City ( 3rd, 4th and 6t" Cycles), Palm Springs ( 4th and 5th Cycles), Blythe ( 2nd 3rd and 4th Cycles), Yucca Valley( 2nd, 3rd and 4th Cycles), and Apple Valley( 4th, 5th and 6t" Cycles). For the 3rd Cycle ( 1998- 2006), Ms. Criste completed and received certification from HCD for five Housing Elements.

In the 4th Cycle ( 2006- 2013), Ms. Criste completed and received certification from HCD for seven Housing Elements, and for the 5th Cycle ( 2013- 2021), she completed and certified five Elements.

Since 1981, Ms. Criste has conducted extensive land use analysis, development design, market research analysis and marketing strategy development. Her land use/ market feasibility experience has included the analysis and application of demographic research to determine real estate and development trends, focused marketing campaigns, and to gauge project feasibility.

With Terra Nova since 1985, Ms. Criste has researched and assisted in the preparation of environmental documents for all the cities of the Coachella Valley, the U. S. Bureau of Indian Affairs, Federal Highway Administration, Farmer' s Home Administration and the Economic Development Administration.

Ms. Criste also works extensively in current planning, assisting the cities of La Quinta, Palm Springs, Banning, San Bernardino, and Yucca Valley in the processing of applications ranging from Specific Plans

Page 7 of 11 ends

DocuSign Envelope ID: BC0B1443- 71CB- 4C66- 99AE- 92BE3FE8983A A-.,-\
I
t
ifl Terra Nova/ City of Los Alamitos
Housing Element Update
to Use Permits. Her experience in this area ranges from the staffing of planning department to individual case work and preparation of Initial Studies and Mitigation Monitoring Programs.

Ms. Criste is a graduate of Scripps College with a Bachelor of Arts degree in European Studies.

Andrea Randall, Senior Planner
Ms. Randall has been a professional planner since 1993 and has been with Terra Nova since 1998. She has worked on a variety of General Plan and Specific Plan projects, and has prepared and managed numerous CEQA and NEPA analyses. Her most recent experience with Housing Element Updates includes the La Quinta, Apple Valley and Twentynine Palms updates for the 6th Cycle.

She has an in- depth knowledge of socio- economics and has prepared several analytical models of communities of the Coachella Valley, and is principal author of General Plan environmental justice and demographics analyses.

Ms. Randall played an important role in a 10,000-acre annexation and associated analysis on lands near the Colorado River, and has assisted in securing state and federal incidental take permits for major developments in the Coachella Valley. Ms. Randall has also conducted predevelopment planning analysis for a variety of projects, including the COD West Valley Campus, Paradise Valley Market Feasibility Study and Fiscal Impact Analysis, the Coachella Valley Multiple Species Habitat Conservation Plan Fiscal Impact Analysis, and analyses for a number of annexations and residential subdivisions.

Ms. Randall graduated Magna Cum Laude with a Bachelor' s degree in Urban Affairs and Planning from the Virginia Polytechnic Institute and State University.

Kelly Clark, Associate Planner
Ms. Clark joined Terra Nova in 2011. She is a graduate of the University of California, Berkeley with a Bachelor of Science degree in Conservation and Resource Studies. Ms. Clark' s coursework emphasized sustainable urban development, environmental policy and community design. Ms. Clark provided demographic and research support for the five Housing Elements completed by Terra Nova in the 5th Cycle, and is principal author of Cathedral City' s 6th Cycle update.

She has assisted in the preparation of the Green Building, Benchmarking and Energy Management Programs for CVAG' s Green for Life project, the current update to the Apple Valley Climate Action Plan and other similar projects. Ms. Clark has also provided research and analysis required for CEQA and NEPA documents for various development projects throughout the Coachella Valley. She contributed to the preparation of the College of the Desert Indio Educational Center EIR and expansion Mitigated Negative Declaration. She played a key role in the SCAG/ Rancho Cucamonga Foothill Boulevard BRT corridor study, and has been intimately involved in land use and socio- economic research, public outreach and participation, and the collection of data and information.

Page 8 of 11 ends

DocuSign Envelope ID: BC0B1443- 71CB- 4C66- 99AE- 92BE3FE8983A 41,' Terra Nova/ City of Los Alamitos
Housing Element Update P
III. EXPERIENCE AND REFERENCES
Terra Nova has completed Housing Element Updates for many of the cities of the Coachella Valley, and for cities of similar size elsewhere in Riverside and San Bernardino counties, as described above. We provide the following similar projects with references.

City of Palm Desert Housing Element Update
Terra Nova updated the Housing Element for the City of Palm Desert for the 3rd, 4th and 5th Cycle planning periods. For the most recent Update, the City' s limited higher density vacant land inventory posed the greatest challenge, and extensive work was undertaken to identify and characterize sites for re- zoning to satisfy the City' s RHNA. Negotiations with HCD were extensive, but resulted in certification by HCD.

Reference: Mr. Eric Ceja, Assistant Director of Community Development, City of Palm Desert ( 760) 346- 0611
City of Rancho Mirage Housing Element Update
Terra Nova updated the Housing Element for the City of Rancho Mirage for the last four update Cycles.

The primary issue with the most recent Update was associated with the vacant land inventory, and the need to restrict lands within the newly adopted Section 19 Specific Plan for affordable housing, which provided the only area in the City with high density residential land use designations. The element was certified by HCD and adopted by the City Council.

Reference: Mr. Jeremy Gleim, Director of Development Services, City of Rancho Mirage, (760) 328- 2266.

City of Palm Springs Housing Element Update
Terra Nova updated the City of Palm Springs' Housing Element for the 4th and 5th Cycle. As with most Coachella Valley cities, the issues associated with the sites inventory was critical to both updates.

Another significant issue was the patchwork of Agua Caliente Band of Cahuilla Indians lands, which could not be included in the inventory. The element was certified by HCD and adopted by the City Council.

Reference: Mr. Edward Robertson, Principal Planner, City of Palm Springs, 760-323- 8245 Town of Apple Valley Housing Element Update
Terra Nova updated the Housing Element for the Town of Apple Valley in conjunction with a major General Plan Update, and again for the 5th Cycle update. The primary issues associated with this Housing Element related to Apple Valley' s very low density development and its ability to meet affordable housing needs as a result. The Housing Element and General Plan addressed density issues through the creation of a Mixed Use designation, and the expansion of the inventory of High Density lands. The element was certified by HCD and adopted by the Town Council.

Reference: Ms. Lori Lamson, Director of Community Development, Town of Apple Valley, ( 760) 240- 7000, extension 7204

Page 9 of 11 ends

DocuSign Envelope ID: BC0B1443- 71CB- 4C66-99AE- 92BE3FE8983A Terra Nova/ City of Los Alamitos
Housing Element Update
IV. FEE SCHEDULE AND COST ESTIMATE
A. Terra Nova Fee Schedule
Terra Nova invoices its clients on a cost- basis using an hourly billing system. Reimbursable expenses are charged on a cost basis, except where otherwise indicated. The current fee schedule is provided below:

Terra Nova Staff Hourly Rate
Principal Planner 195. 00
Senior Planner 160. 00
Associate Planner 140. 00
Assistant Planner 115. 00
Graphic Design Specialist 65. 00
Administrative Assistant 45. 00

REIMBURSABLES
Photo Copies

8. 5" X 11" BW) 0. 15 ea.

8. 5" X 11" Color) 0. 30 ea.
11" X 17" BW) 0. 30 ea.
11" X 17" Color) 0. 60 ea.

Large Format Plots
BW 1. 00/ S. F.

Color 5. 00/ SF
Telephone Toll Charges Cost
FAX Transmittals Cost
Reproduction, Special photographic services,
document printing, aerial photogrammetry, postage, etc. Cost

Page 10 of 11 ends

DocuSign Envelope ID: BCOB1443- 71CB- 4C66- 99AE- 92BE3FE8983A 4-12
Terra Nova/ City of Los Alamitos
Housing Element Update
B. Cost Estimate
City of Los Alamitos
Housing Element Update
Project Budget
City Team Meetings, Internal Meetings, etc. 7, 875. 00
Public Outreach - 2 Workshops 5, 360. 00
Review of City Documents & Existing Housing Element 5, 310. 00 Update Housing Element 23, 850. 00
HCD Reviews and Amendments ( 2 reviews) 5, 850. 00
CEQA Initial Study, NOI, NOD 6, 180. 00
Project Management, Staff Report Support 4, 875. 00
Preparation and Attendance at Public Hearings ( 2) 2, 340. 00 Administrative Support 1, 800. 00
Miscellaneous Office Expenses: copies, postage, etc. 1, 500. 00 Total Housing Element Update Costs 64, 940. 00

Page 11 of 11 ends

City of Los Alamitos

CITY COUNCIL AGENDA REPORT
MEETING DATE: April 18, 2022 ITEM NUMBER: 10F
To: Mayor Shelley Hasselbrink & Members of the City Council Presented By: Ron Noda, Development Services Director
Subject: Award of Contract to United Storm Water for the Installation of Catch Basin CPS (Connector Pipe Screens) Project Citywide (CIP No. 21/22-05)

SUMMARY
This item recommends award of Contract to United Storm Water to begin fabrication and installation of storm water protection Connector Pipe Screen (CPS) units in the City's 122 catch basins. This project will install trash screens in the City’s catch basins as a requirement of the State Water Quality Control Board.

RECOMMENDATION

2. Authorize the Mayor to execute the contract with United Storm Water, Inc. for the project; and,

3. Authorize City Engineer to add work and execute change orders in an amount not to exceed the contingency reserve of 5% or $4,626.48; and,

4. Appropriate $6,874.32 to the Installation of Catch Basin CPS (Connector Pipe Screens) Project account funding from the Measure M account.

BACKGROUND
In May 2021, the City submitted for the 2021 Tier 1 Project Application for Funding from Orange County Transportation Authority (OCTA). In September 2021, the City was awarded approximately $51,524 towards the proposed fabrication and installation of Connector Pipe Screens (CPS) units citywide. The City is expected to match these funds with an expenditure of at least $12,880.

Catch Basin CPS Project (CIP No. 21/22-05)
April 18, 2022

Page 2 of 3 ends

The State's new Trash Amendment will eventually require "full-capture" screening of storm water. The City wants to continue to work toward Best Management Practice (BMP) objectives by installing CPS in our storm drains. The City of Los Alamitos' Catch Basin CPS project proposes the installation of 122 CPS debris collection devices citywide. The installation of the proposed CPS units will be an instrumental benefit as a water protection device and cover a drainage area of approximately 1.87 square miles.

DISCUSSION
Notices announcing the solicitation of bids for this project were posted in the local publications News-Enterprise and the F.W. Dodge.

Bids for the Catch Basin CPS (Connector Pipe Screens) Project Citywide (CIP No. 21/22-05), were publicly opened on March 30, 2022 at 2:00 pm. From the three (3) total bids received, it was determined that the lowest responsible bid submitted was from United Storm Water, Inc. with the total bid amount of $92,529.68. The bid results are provided below:

United Storm Water, Inc. $ 92,529.68
G2 Construction, Inc. $ 171,992.00
Downstream $ 175,124.00
Average $ 146,548.56
The following represents an approximate timeline for the completion of the project which consists of the installation of steel connector pipe screens in the City’s catch basins to collect trash before entering the storm drains.
• 04/18/2022 Award of Contract
• 06/06/2022 Start of construction
• 08/01/2022 End of construction

FISCAL IMPACT
The construction budget for the project was bid at $92,529.68 with an additional $6,874.32 for contingency, advertisement and construction management for a total of $99,404.00.

The original funded budget was $64,404.00, which consisted of an OCTA Tier 1 Grant from their Environmental Cleanup program, and a 25% match of $12,880.00 from General Fund. Due to an industry-wide increase in steel pricing, the bids came in higher than the original budget and additional funds are needed to complete the project and meet the State Water Quality Control Board requirements. Funding sources are shown below.

Catch Basin CPS Project (CIP No. 21/22-05)
April 18, 2022

Page 3 of 3 ends

Budget Fiscal Year Source Amount
2021-22 Tier-1 OCTA Grant $51,524
2021-22 General Fund Match $12,880
2021-22 Measure M $35,000
Project Total $99,404
Submitted by: Chris Kelley, City Engineer
Reviewed by: Ron Noda, Development Services Director
Fiscal Impact Reviewed by: Craig Koehler, Finance Director Approved by: Chet Simmons, City Manager
Attachment: 1. Articles of Agreement for CIP No. 21/22-05

2. Bid Breakdown for CIP No. 21/22-05

2. Bid Submittal for CIP No. 21/22-05
1 3
4 5
SECTION D – Page 1

CONTRACT INFORMATION AND DOCUMENT

CITY OF LOS ALAMITOS

CONTRACT AGREEMENT FOR

CATCH BASIN CPS (CONNECTOR PIPE SCREENS) PROJECT CITYWIDE SPECIFICATION NO. CIP 21/22-05

IN THE CITY OF LOS ALAMITOS, CALIFORNIA
THIS CONTRACT AGREEMENT (hereinafter “Agreement” or “Contract” or “Contract Agreement”) is made and entered into for the above stated Project this 18th day of April, 2022, BY AND BETWEEN THE CITY OF LOS ALAMITOS, as CITY, and United Storm Water, Inc.., as CONTRACTOR. WITNESSETH that CITY and CONTRACTOR have mutually agreed as follows:

ARTICLE I
The contract documents for the aforesaid Project shall consist of the Notice Inviting Sealed Bids, Instructions to Bidders, Proposal Documents, Contract Documents, General Specifications, Standard Specifications, Special Provisions, Plans, and all referenced specifications, details, standard drawings, and all appendices attached hereto, together with this Contract Agreement and all required bonds, insurance coverage, permits, notices, and affidavits; and also including any and all addenda or supplemental agreements clarifying, amending, or extending the work contemplated as may be required to ensure its completion in an acceptable manner (hereinafter collectively the “Contract Documents”). All of the provisions of said Contract Documents are attached hereto and are incorporated by reference herein and made a part of this Contract Agreement as though fully set forthherein.

ARTICLE II
For and in consideration of the payments and agreements to be made and performed by CITY, CONTRACTOR agrees to furnish all materials and perform all work required for the above stated project, and to fulfill all other obligations as set forth in the aforesaid Contract Documents.

ARTICLE III
CONTRACTOR agrees to receive and accept the prices set forth in the Proposal as full compensation for furnishing all materials, performing all work, and fulfilling all obligations hereunder. Said compensation shall cover all expenses, losses, damages, and consequences arising out of the nature of work during its progress or prior to its acceptance including those for well and faithfully completing the work and the whole thereof in the manner and time specified in the aforesaid Contract Documents; and also including those arising from actions of the elements, unforeseen difficulties or obstructions encountered in the prosecution of the work, suspension or discontinuance of the work, and all other unknowns or risks of any description connected with the work.

Attachment 1
SECTION D – Page 2

CONTRACT INFORMATION AND DOCUMENT

ARTICLE IV
CITY hereby promises and agrees to employ, and does hereby employ, CONTRACTOR to provide the materials, do the work, and fulfill the obligations according to the terms and conditions herein contained and referred to, for the prices aforesaid, and hereby contracts to pay the same at the time, in the manner, and upon the conditions set forth in the Contract Documents.

ARTICLE V
CONTRACTOR acknowledges the provisions of the Labor Code requiring every employer to be insured against liability for workers’ compensation, or to undertake self-insurance in accordance withthe provisions of that code, and certifies compliance with such provisions.

ARTICLE VI
CONTRACTOR affirms that the signatures, titles, and seals set forth hereinafter in execution of this Agreement represent all individuals, firm members, partners, joint ventures, and/or corporate officershaving a principal interest herein.

ARTICLE VII
CONTRACTOR hereby represents and warrants that it will comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C. Section 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should CONTRACTOR so employ such unauthorized aliens for the performance of any work and/or services under this Agreement, and should any liability or sanctions be imposed against CITY for such use of unauthorized aliens, CONTRACTOR hereby agrees to reimburse CITY for any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, or penalties which arise out of or are related to such employment, together with any and all costs, including attorneys' fees, incurred by CITY.

ARTICLE VIII
To the fullest extent permitted by law, CONTRACTOR shall defend (at CONTRACTOR's sole cost and expense), indemnify, protect, and hold harmless CITY, its elected and appointed officials, officers, employees, agents, and volunteers (collectively the “Indemnified Parties”), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively “Claims”), including but not limited to Claims arising from injuries to or death of persons (CONTRACTOR’s employees included), or for damage to property, including property SECTION D – Page 3

CONTRACT INFORMATION AND DOCUMENT
owned by CITY, which Claims arise out of, pertain to, or are related to CONTRACTOR's performance under the Agreement. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit CONTRACTOR's indemnification obligation or other liability hereunder. Notwithstanding the foregoing, such obligation to defend, hold harmless, and indemnify the CITY, its elected and appointed officials, officers, employees, agents, and volunteers, shall not apply to such claims or liabilities arising from the sole or active negligence or willful misconduct of CITY.

ARTICLE IX
CONTRACTOR shall be familiar with, observe, and comply at all times during the term of this Agreement with any work rules for contractors as may be established and promulgated by the City Manager, which work rules shall be additional terms and conditions for providing the work and services to the CITY pursuant to this Agreement, as may be updated and/or amended from time to time at the sole discretion of the City Manager.

ARTICLE X
The work to be performed under this Agreement is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u (Section 3). The purpose of Section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD-assisted projects covered by Section 3, shall, to the greatest extent feasible, be directed to low- and very low-income persons, particularly persons who are recipients of HUD assistance for housing.

The parties to this Agreement agree to comply with HUD's regulations in 24 CFR Part 75, which implements Section 3. As evidenced by their execution of this Agreement, the parties to this Agreement certify that they are under no contractual obligation or other impediment that would prevent them from complying with Part 75 of the regulations.

CONTRACTOR agrees to send to each labor organization or representative of workers with which the CONTRACTOR has a collective bargaining agreement, contract, or other understanding, if any, a notice advising the labor organization or workers' representative of the CONTRACTOR’s commitments under Section 3 and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the Section 3 requirements, shall set forth the minimum number and job titles subject to hire, availability of apprenticeship and training positions, the qualifications for each, the name and location of the person(s) taking applications for each of the positions, and the anticipated date the work shall begin.

CONTRACTOR agrees to include Section 3 contract language in every subcontract subject to compliance with regulations in 24 CFR Part 75, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this Section 3 contract language, SECTION D – Page 4

CONTRACT INFORMATION AND DOCUMENT
upon a finding that the subcontractor is in violation of the regulations in 24 CFR Part 75.

CONTRACTOR will not subcontract with any subcontractor where the CONTRACTOR has notice or knowledge that the subcontractor has been found to be in violation of the regulations in 24 CFR Part 75.

CONTRACTOR will certify that any vacant employment positions, including training positions, that are filled: (1) after the CONTRACTOR is selected but before this Agreement is executed; and (2) with persons other than those to whom the regulations of 24 CFR Part 75 require employment opportunities to be directed, were not filled to circumvent the CONTRACTOR’s obligations under 24CFR Part 75.

Noncompliance with HUD's regulations in 24 CFR Part 75 may result in sanctions, termination of this Agreement for default, and debarment or suspension from future HUD assisted contracts.
[SIGNATURES ON NEXT PAGE]
SECTION D – Page 5

CONTRACT INFORMATION AND DOCUMENT

CONTRACT AGREEMENT
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed the day andyear first written.

CITY: CONTRACTOR:
_____________________________________ ________________________________ SHELLEY HASSELBRINK, MAYOR UNITED STORM WATER INC.

CITY OF LOS ALAMITOS
ATTEST:

BY: __________________________
(PRINT)
________________________________
(SIGNATURE)
_____________________________________ ________________________________

WINDMERA QUINTANAR, CITY CLERK (TITLE)

CITY OF LOS ALAMITOS
BY: __________________________
(PRINT)
_____________________________________ ________________________________ MICHAEL S. DAUDT, CITY ATTORNEY (SIGNATURE)

CITY OF LOS ALAMITOS
________________________________
(TITLE)
NOTE: SIGNATURES OF CORPORATE OFFICIALS MUST BE NOTARIZED, ATTACH JURAT.

SECTION D – Page 6

CONTRACT INFORMATION AND DOCUMENT

PAYMENT BOND

CATCH BASIN CPS (CONNECTOR PIPE SCREENS) PROJECT CITYWIDE SPECIFICATION NO. CIP 21/22-05

IN THE CITY OF LOS ALAMITOS, CALIFORNIA
WHEREAS, the City of Los Alamitos, as AGENCY has awarded to United Storm Water, Inc. as CONTRACTOR, a contract for the above-stated project;
AND WHEREAS, CONTRACTOR is required to furnish a bond in connection with the contract, to secure the payment of claims of laborers, mechanics, material persons, and other persons as provided by law;
NOW THEREFORE, we, the undersigned CONTRACTOR and SURETY, are held and firmly bound unto AGENCY in the sum of Ninety-Two Thousand Five Hundred Twenty-Nine Dollars and Sixty Eight Cents ($92,529.68) which is one hundred percent (100%) of the total contract amount for the above-stated project, for which payment well and truly to be made we bind ourselves, our heirs, executors and administrators,successors and assigns, jointly and severally, firmly by these presents.

THE CONDITIONS OF THIS OBLIGATION IS SUCH that if CONTRACTOR, its heirs, executors, administrators, successors, assigns or subcontractors, shall fail to pay any of the persons named in Civil Code Section 3181, or amounts due under the Unemployment Insurance Code with respect to work or labor withheld, and to pay over to the Employment Development Department from the wages of employees of the CONTRACTOR and its subcontractors pursuant to Section 13020 of the Unemployment Insurance Code, with respect to such work and labor, that the surety or sureties herein will pay for the same in an amount not exceeding the sum specified in this bond, otherwise the above obligation shall be void. In case suit is brought upon this bond, SURETY will pay reasonable attorneys’ fees to the plaintiffs and AGENCY in an amount to be fixed by the court.

This bond shall inure to the benefit to any of the persons named in Civil Code Section 3181 as to give a right of action to suchpersons or their assigns in any suit brought upon this bond.

The SURETY hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the contract or the specifications accompanying it shall in any manner affect SURETY’s obligations on this bond. The SURETY hereby waives notice of any such change, extension, alteration or addition and hereby waives the requirements of Section 2845 of the Civil Code as a condition precedent to any remedies AGENCY may have.

IN WITNESS WHEREOF the parties hereto have set their names, titles, hands, and seals this day of , 2022.

Contractor* Eduardo Perry Jr.

United Storm Water, Inc.
14000 E. Valley Blvd
City of Industry, CA 91746
(626) 961-9326
Surety* _________________________________________________ _________________________________________________
_________________________________________________
________________________________________________
SECTION D – Page 7

CONTRACT INFORMATION AND DOCUMENT
*Provide CONTRACTOR and SURETY name, address and telephone number and the name, title, address and telephonenumber for the respective authorized representatives. Power of Attorney must be attached.

Subscribed and sworn to this ___ day of , 2022
NOTARY PUBLIC........................................................................................................ (SEAL) (E X E C U T E I N D U P L I C A T E)
SECTION D – Page 8

CONTRACT INFORMATION AND DOCUMENT

FAITHFUL PERFORMANCE BOND

CATCH BASIN CPS (CONNECTOR PIPE SCREENS) PROJECT CITYWIDE SPECIFICATION NO. CIP 21/22-05

IN THE CITY OF LOS ALAMITOS, CALIFORNIA
KNOW ALL PERSONS BY THESE PRESENTS that United Storm Water, Inc., hereinafter referred to as “CONTRACTOR” as PRINCIPAL, and, a corporation duly organized and doing business under and by virtue of the laws of the State of California and duly licensed for the purpose of making, guaranteeing, or becoming sole surety upon bonds or undertakings as Surety, are held and firmly bound unto the CITY OF LOS ALAMITOS, CALIFORNIA, hereinafter referred to as the “AGENCY” in the sum of Ninety-Two Thousand Five Hundred Twenty-Nine Dollars and Sixty Eight Cents ($92,529.68); which is one hundred percent (100%) of the total contract amount for the above stated project; lawful money of the United States of America for the payment of which sum, well and truly to be made, we bind ourselves, our heirs, executors, administrators, assigns and successors, jointly and severally, firmly by these presents.

THE CONDITIONS OF THIS OBLIGATION ARE SUCH, that whereas CONTRACTOR has been awarded and is about to enter into a Contract with AGENCY to perform all work required pursuant to the contract documents for the project entitled: CATCH BASIN CPS (CONNECTOR PIPE SCREENS) PROJECT CITYWIDE, SPECIFICATION NO. CIP 21/22-05 which Contract is by this reference incorporated herein, and is required by AGENCY to give this Bond in connection with the execution of the Contract;
NOW, THEREFORE, if CONTRACTOR and his or her Subcontractors shall well and truly do and perform all the covenants and obligations of the Contract on his or her part to be done and performed at the times and in the manner specified herein including compliance with all Contract specifications and quality requirements, then this obligation shall be null and void, otherwise it shall be and remain in full force and effect;
PROVIDED, that any alterations in the work to be done, or in the material to be furnished, which may be made pursuant to the terms of the Contract, shall not in any way release CONTRACTOR or the Surety thereunder, nor shall any extensions of time granted under the provisions of the Contract release either CONTRACTOR or said Surety, and notice of such alterations of extensions of the Contract is hereby waived by said Surety.

In the event suit is brought upon this Bond by AGENCY and judgment is recovered, said Surety shall pay all costsincurred by AGENCY in such suit, including a reasonable attorney’s fee to be fixed by the Court.

IN WITNESS WHEREOF the parties hereto have set their names, titles, hands, and seals this _____ day of _______________, 2022.

Contractor* Eduardo Perry Jr. SURETY*………………………
United Storm Water, Inc.
14000 E. Valley Blvd
City of Industry, CA 91746
(626) 961-9326

SECTION D – Page 9

CONTRACT INFORMATION AND DOCUMENT
*Provide CONTRACTOR and SURETY name, address and telephone number and the name, title, address and telephone number for their respective authorized representatives. Power of Attorney must be attached.

Subscribed and sworn to this___ day of ______________ , 2022.

NOTARY PUBLIC.................................................................................................. (SEAL) (E X E C U T E I N D U P L I C A T E)
SECTION D – Page 10

CONTRACT INFORMATION AND DOCUMENT

MAINTENANCE BOND

CATCH BASIN CPS (CONNECTOR PIPE SCREENS) PROJECT CITYWIDE SPECIFICATION NO. CIP 21/22-05

IN THE CITY OF LOS ALAMITOS, CALIFORNIA
KNOW ALL PERSONS BY THESE PRESENTS THAT WHEREAS, the City of Los Alamitos, as AGENCY has awarded to United Storm Water, Inc., as CONTRACTOR, a contract for the abovestated project.

AND WHEREAS, CONTRACTOR is required to furnish a bond in connection with the contract guaranteeing maintenance thereof;
NOW, THEREFORE, we, the undersigned CONTRACTOR and SURETY, are held firmly bound unto AGENCY in the sum of Forty-Six Thousand Two Hundred Sixty-Four Dollars and Eighty Four Cents ($46,264.84), which is fifty percent (50%) of the total contract amount for the above-stated project to be paid to AGENCY, its successors and assigns, for which payment well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents.

THE CONDITIONS OF THIS OBLIGATION ARE SUCH that if CONTRACTOR shall remedy without cost to AGENCY any defects which may develop during a period of one (1) year from the date of recordation of the Notice of Completion of the work performed under the contract, provided such defects are caused by defective or inferior materials or work, then this obligation shall be void; otherwise it shall be and remain in full force and effect. In case suit is brought upon this bond, SURETY will pay reasonable attorneys’ fees to the AGENCY in an amount to be fixed by the court.

IN WITNESS WHEREOF the parties hereto have set their names, titles, hands, and seals this___ day of ......................................, 2022.

Contractor* Eduardo Perry Jr.

United Storm Water, Inc.
14000 E. Valley Blvd
City of Industry, CA 91746
(626) 961-9326
SURETY* ______________________________________________
______________________________________________
______________________________________________
______________________________________________
*Provide CONTRACTOR and SURETY name, address and telephone number and the name, title, address and telephone number for their respective authorized representatives. Powers of Attorney must be attached.

Subscribed and sworn to this ........... day of..............................., 2022 NOTARY PUBLIC.................................................................................................. (SEAL) (EXECUTE IN DUPLICATE)
SECTION D – Page 11

CONTRACT INFORMATION AND DOCUMENT

NON-COLLUSION AFFIDAVIT
The undersigned declares:

I am the __________________of___________________, the party making the foregoing bid.

The bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation. The bid is genuine and not collusive or sham. The bidder has not directly or indirectly induced or solicited any other bidder to put in a false or sham bid. The bidder has not directly or indirectly colluded, conspired, connived, or agreed with any bidder or anyone else to put in a sham bid, or to refrain from bidding. The bidder has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the bidder or any other bidder, or to fix any overhead, profit, or cost element of the bid price, or of that of any other bidder. All statements contained in the bid are true. The bidder has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, to any corporation, partnership, company, association, organization, bid depository, or to any member or agent thereof, to effectuate a collusive or sham bid, and has not paid, and will not pay, any person or entity for such purpose.

Any person executing this declaration on behalf of a bidder that is a corporation, partnership, joint venture, limited liability company, limited liability partnership, or any other entity, hereby represents that he or she has full power to execute, and does execute, this declaration on behalf of the bidder.

I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct and that this declaration is executed on ______ [date], at _____________ [city], ______________ [state].
____________________________
Signature of Declarant
____________________________
Printed Name of Declarant
SECTION D – Page 12

CONTRACT INFORMATION AND DOCUMENT
WORKERS’ COMPENSATION INSURANCE CERTIFICATE
The Contractor shall execute the following form as required by the California Labor Code, Sections 1860 and 1861:

I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.

DATE: _______United Storm Water, Inc.__________________ (Contractor)
By: _________________________________________
(Signature)
_________________________________________
(Title)
Attest:

By: ________________________________
(Signature)
_________________________________
(Title)
Note: See Section 5 Legal Relations and Responsibilities, Subsection 5-4 of the Standard Specifications for insurance carrier rating requirements.

SECTION D – Page 13

CONTRACT INFORMATION AND DOCUMENT

ENDORSEMENTS TO INSURANCE POLICY
Name of Insurance Company:

Policy Number:

Effective Date:

The following endorsements are hereby incorporated by reference into the attached Certificate of Insurance as though fully set forth thereon:

1. The naming of an additional insured as herein provided shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured, and

2. The additional insured named herein shall not be held liable for any premium or expense of any nature on this policy or any extensions thereof, and

3. The additional insured named herein shall not by reason of being so named be considered a member of any mutual insurance company for any purpose whatsoever, and

4. The provisions of the policy will not be changed, suspended, canceled or otherwise terminated as to the interest of the additional insured named herein without first giving such additional insured twenty (20) days’ written notice.

5. Any other insurance held by the additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance, which is referred to by this certificate.

6. The company provided insurance for this certificate is a company licensed to do business in the State of California with a Best’s rating of A+ VIII or greater.

It is agreed that the City of Los Alamitos, its officers and employees, are included as Additional Insureds under the contracts of insurance for which the Certificate of Insurance is given.
____________________________________
Authorized Insurance Agent
Date: ______________________________
SECTION D – Page 14

CONTRACT INFORMATION AND DOCUMENT

STATEMENT REGARDING INSURANCE COVERAGE

CATCH BASIN CPS (CONNECTOR PIPE SCREENS) PROJECT CITYWIDE SPECIFICATION NO. CIP 21/22-05

IN THE CITY OF LOS ALAMITOS, CALIFORNIA
The undersigned representative of Bidder hereby certifies that he/she has reviewed the insurance coverage requirements specified in 5.4 LIABILITY INSURANCE of Section E, Standard Specifications. Should Bidder be awarded the contract for the work, the undersigned further certifies that Bidder can meet all of these specification requirements for insurance including insurance coverage of his/her subcontractors.

NAME OF BIDDER: .......................................................................................................

MAILING ADDRESS: ....................................................................................................... ....................................................................................................... .......................................................................................................

AUTHORIZED SIGNATURE: .......................................................................................................

TITLE: .......................................................................................................

DATE: .......................................................................................................

SECTION D – Page 15

CONTRACT INFORMATION AND DOCUMENT
STATEMENT REGARDING CONTRACTOR’S LICENSING LAWS

CATCH BASIN CPS (CONNECTOR PIPE SCREENS) PROJECT CITYWIDE SPECIFICATION NO. CIP 21/22-05

IN THE CITY OF LOS ALAMITOS, CALIFORNIA
[Business & Professions Code § 7028.15]
[Public Contract Code § 20103.5]
I, the undersigned, certify that I am aware of the following provisions of California law and that I, or the entity on whose behalf this certification is given, hold a currently valid California contractor’s license as set forth below:

Business & Professions Code § 7028.15:
a) It is a misdemeanor for any person to submit a bid to a public agency to engage in the business or act in the capacity of a contractor within this state without having a license therefor, except in any of the following cases:
(1) The person is particularly exempted from this chapter. (2) The bid is submitted on a state project governed by Section 10164 of the Public Contract Code or on any local agency project governed by Section 20104 [now § 20103.5] of the Public Contract Code.
b) If a person has been previously convicted of the offense described in this section, the court shall impose a fine of 20 percent of the price of the contract under which the unlicensed person performed contracting work, or four thousand five hundred dollars ($4,500), whichever is greater, or imprisonment in the county jail for not less than 10 days nor more than six months, or both.

In the event the person performing the contracting work has agreed to furnish materials and labor on an hourly basis, “the price of the contract” for the purposes of this subdivision means the aggregate sum of the cost of materials and labor furnished and the cost of completing the work to be performed.
c) This section shall not apply to a joint venture license, as required by Section 7029.1.

However, at the time of making a bid as a joint venture, each person submitting the bid shall be subject to this section with respect to his/her individual licenser. d) This section shall not affect the right or ability of a licensed architect, land surveyor, or registered professional engineer to form joint ventures with licensed contractors to render services within the scope of their respective practices. e) Unless one of the foregoing exceptions applies, a bid submitted to a public agency by a contractor who is not licensed in accordance with this chapter shall be considered nonresponsive and shall be rejected by the public agency. Unless one of the foregoing exceptions applies, a local public agency shall, before awarding a contract or issuing a purchase order, verify that the contractor was properly licensed when the contractor submitted the bid. Notwithstanding any other provision of law, unless one of the foregoing exceptions applies, the registrar may issue a citation to any public officer or employee of a public entity who knowingly awards a contract or issues a purchase order to a contractor who is not licensed pursuant to this chapter. The amount of civil penalties, appeal, and finality of such citations shall be subject to SECTION D – Page 15

CONTRACT INFORMATION AND DOCUMENT
Sections 7028.7 to 7028.13, inclusive. Any contract awarded to, or any purchase order issued to, as contractor who is not licensed pursuant to this chapter is void.

SECTION D – Page 16

CONTRACT INFORMATION AND DOCUMENT
f) Any compliance or noncompliance with subdivision (e) of this section, as added by Chapter 863 of the Statutes of 1989, shall not invalidate any contract or bid awarded by a public agency during which time that subdivision was in effect. g) A public employee or officer shall not be subject to a citation pursuant to this section if the public employee, officer, or employing agency made an inquiry to the board for the purposes of verifying the license status of any person or contractor and the board failed to respond to the inquiry within three business days. For purposes of this section, a telephone response by the board shall be deemed sufficient.

Public Contract Code § 20103.5:

In all contracts subject to this part where federal funds are involved, no bid submitted shall be invalidated by the failure of the bidder to be licensed in accordance with the laws of this state.

However, at the time the contract is awarded, the contractor shall be properly licensed in accordance with the laws of this state. The first payment for work or material under any contract shall not be made unless and until the Registrar of Contractors verifies to the agency that the records of the Contractors’ State License Board indicate that the contractor was properly licensed at the time the contract was awarded. Any bidder or contractor not so licensed shall be subject to all legal penalties imposed by law, including, but not limited to, any appropriate disciplinary action by the Contractors’ State License Board. The agency shall include a statement to that effect in the standard form of pre-qualification questionnaire and financial statement. Failure of the bidder to obtain proper and adequate licensing for an award of a contract shall constitute a failure to execute the contract and shall result in the forfeiture of the security of the bidder.

Contractors’ License Number:

License Expiration Date:

Authorized Signature:

Date:

SECTION E – Page 1

STANDARD SPECIFICATIONS

CATCHBASIN CPS (CONNECTOR PIPE SCREENS) PROJECT CITYWIDE SPECIFICATION NO. CIP 21/22-05

IN THE CITY OF LOS ALAMITOS, CALIFORNIA
0-1 STANDARD SPECIFICATIONS
Except as hereinafter amended, the provisions of the 2021 Edition of the “Green Book,” Standard Specifications for Public Works Construction (“SSPWC”), with the latest Supplements, prepared and promulgated by the Southern California Chapters of the American Public Works Association and the Associated General Contractors of America, and these modifications thereto are adopted as the “Standard Specifications” for the Agency. These Standard Specifications will be numbered as Sections 0 through 800 per the SSPWC.
0-2 NUMBERING OF SECTIONS
The numbering of sections and subsections in these amendments and modifications are compatible with the numbering of sections in the SSPWC.
0-3 AMENDMENTS AND MODIFICATIONS
The following sections of the SSPWC are amended as provided herein. In the event of any inconsistencies between the amendments outlined herein and the SSPWC, these amendments shall control.
1-2 TERMS AND DEFINITIONS
Agent—Shall include persons and companies, other than the Contractor, retained by the City to perform design and construction services in relation to the Work.

Acceptance—The Agency’s formal written acceptance of a project that has been completed in all respects in accordance with the plans and specifications and any modifications thereof.

City—The City of Los Alamitos, California, as the Agency and Owner.

City Council—City Council of the City of Los Alamitos, California.

Construction Manager—Persons and/or company retained by the City to perform construction management services.

Design Engineer—Persons and/or company retained by the City to perform engineering design services.

Due Notice—A written notification, provided in due time, of a proposed action, where the contract requires such notification within a specified time (usually 48 hours or two working days) prior to the commencement of the contemplated action.

Engineer—The City Engineer of the City of Los Alamitos, or his/her authorized representative.

SECTION E – Page 2

STANDARD SPECIFICATIONS
Geotechnical Engineer—Person licensed to practice Soils Engineering or Geotechnical Engineering pursuant to the laws of the State of California and retained by the Agency during construction.

Prompt—The briefest interval of time required for a considered reply, including time required for approval by a governing body.

Standard Plans—“Standard Plans for Public Works Construction” - Latest edition of the Southern California Chapter of the American Public Works Association.

State Standard Specifications (“SSS”)—Standard Specifications prepared by the State of California, Business and Transportation Agency, Department of Transportation.

State Standard Plans (“SSP”)—Standard Plans prepared by State of California, Business and Transportation Agency, Department of Transportation.

Working Days—Any days, except: (1) Saturdays, Sundays, legal holidays on which Los Alamitos City Hall is closed for business; (2) days when work is suspended by the Engineer for reasons unrelated to the performance of the contractor, and provided in Subsections 6-3 and 6-3.1; and (3) days determined to be non-working in accordance with Section 6-3 “Time of Completion”. 1-3.3 INSTITUTIONS
AGCA Associated General Contractors of America
ASME American Society of Mechanical Engineers
CRSI Concrete Reinforcing Steel Institute
CSI Construction Specifications Institute
NFPA National Fire Protection Association
SSS State of California Standard Specifications, latest edition, Department of Transportation SSP State of California Standard Plans, latest edition, Department of Transportation.

SSPWC Standard Specifications for Public Works Construction, as specified in Subsection 0-1 1-6 BIDDING AND SUBMISSION OF THE BID
1-6.2 SUBCONTRACTOR LISTING
Subcontracting of more than one-half of one percent of the work for which no Subcontractor was designated in the original Bid will be allowed only in cases of public emergency or necessity and only after the Engineer makes a written finding of circumstances constituting public emergency or necessity.

SECTION E – Page 3

STANDARD SPECIFICATIONS
The Contractor must obtain written consent of the City Council to substitute a Subcontractor designated in the original Bid, to permit any subcontract to be assigned or transferred, or to otherwise allow a subcontract to be performed by anyone other than the originally designated Subcontractor.

A violation of any of the above provisions will be considered a violation of the Contract, and the City may cancel the Contract and collect appropriate damages or assess the Contractor a penalty of not more than ten (10) percent of the subcontract involved.

If subcontracted work is not being performed in a satisfactory manner, the City will notify the Contractor of the need to take corrective action and the Engineer may report the facts to the City Council. Upon order by City Council and the Contractor’s receipt of written instructions from the Engineer, the Subcontractor shall immediately be removed from the Work and may not again be employed on the Work.
1-7 AWARD AND EXECUTION OF THE CONTRACT
1-7.1 GENERAL
The City reserves the right to reject any or all proposals.

The Contract will be awarded, if at all, to the lowest responsible and responsive Bidder determined as provided on the Proposal Form, whose proposal complies with all the requirements prescribed.

Such award, if made, will be made within the number of days stated in the proposal form. Refusal or failure to deliver the executed contract, bonds, or insurance in the form provided in the Contract and approved by the Agency’s attorney within the time provided herein shall be cause, at the Agency’s option, for the annulment of the award and forfeiture of the bid security. In such event, the Agency may successively award the Contract to the next lowest responsible and responsive Bidder until a properly executed Contract, bonds, and insurance is obtained, or it may at any time reject all remaining bids and proceed as provided by law. The refusal or failure of a successive lowest responsible and responsive Bidder to execute the Contract may, at the Agency’s option, result in an annulment of the award to that Bidder and the forfeiture of that Bidder’s bid security. The periods of time specified above within which the award of the Contract may be made shall be subject to extension for such further period as may be agreed upon in writing between the Agency and the concerned Bidder.

The Agency reserves the right to waive any irregularities.

Within ten (10) calendar days after the date of the Notice of Award, the Contractor shall execute and return the following contract documents to the Agency:

Contract Agreement (in duplicate)
Faithful Performance Bond (in duplicate)
Maintenance Bond (in duplicate)
Payment Bond (in duplicate)
Public Liability and Property Damage Insurance Certificate (two original) Additionally Insured Endorsement
SECTION E – Page 4

STANDARD SPECIFICATIONS
Workers’ Compensation Insurance Certificate (two original) A corporation to which an award is made may be required, before the Contract agreement is executed by the Agency, to furnish evidence of its corporate existence, of its right to enter into contracts in the State of California, and that the officers signing the contract and bonds for the corporation have the authority to do so.
1-7.2 CONTRACT BONDS
The PAYMENT BOND shall remain in force until thirty-five (35) days after the date of recordation of the Notice of Completion. The FAITHFUL PERFORMANCE BOND shall remain in force until the date of recordation of the Notice of Completion. The MAINTENANCE BOND shall remain in force until one (1) year after the date of recordation of the Notice of Completion.

All bonds must be accompanied by a Power of Attorney
SECTION 2 – SCOPE OF THE WORK
2-1 WORK TO BE DONE
Any plan or method of work suggested by the Agency or the Engineer to the Contractor but not specified or required, if adopted or followed by the Contractor in whole or in part, shall be used at the risk and responsibility of the Contractor; and the Agency and the Engineer shall assume no responsibility therefore and in no way be held liable for any defects in the work which may result from or be caused by use of such plan or method of work.

The work includes, but is not necessarily limited to, the following items as shown on the plans and specified in these Special Provisions:

The City of Los Alamitos proposes to custom fabricate and install connector pipe screens (CPS) on each applicable catch basin city wide (Listed in Appendix B). A citywide assessment shall be completed to determine the feasibility of installation on each catch basin. 2-2 PERMITS
Prior to the start of any work, the Contractor shall apply for and receive any applicable City, County, State, and Federal permits.
2-3 RIGHT-OF-WAY
SECTION E – Page 5

STANDARD SPECIFICATIONS
When the Contractor arranges for additional work areas and facilities temporarily required by him/her, he/she shall provide the Agency with proof that the additional work areas and/or facilities have been left in a condition satisfactory to the owner(s) of said work areas and/or facilities prior to acceptance of the work.
2-4 COOPERATION AND COLLATERAL WORK
Contractor shall coordinate his/her work so as to minimize disruption to ongoing or scheduled private development projects in the project area.
2-7 CHANGES INITIATED BY THE AGENCY
2-7.1 GENERAL
All final locations determined in the field, and any deviations from the Plans and Specification, shall be marked in red on the documents to show the as-built conditions. Contractor shall maintain a complete and accurate record of all changes of construction from that shown in these plans and specifications for the purpose of providing a basis for construction record drawings. No changes shall be made without prior written approval of the Engineer. Upon completion of the Project, Contractor shall deliver this record of all construction changes to the Engineer along with a letter which declares that other than these noted changes “the Project was constructed in conformance with the Contract Documents”. Final payment will not be made until this requirement is met.

As the figured dimensions shown on the drawings and in the specifications of the Contract may not in every case agree with scaled dimensions, the figured dimensions shall be followed in preference to the scaled dimensions, and drawings to a large scale shall be followed in preference to the drawings to a small scale. Should it appear that the work to be performed, or any related matter, are not sufficiently detailed or explained in the Contract documents, the Contractor shall apply to the Engineer for such further explanations as necessary, and shall conform to such further explanations provided by the Engineer as part of the Contract to the extent that it is consistent with the terms of the Contract.

Caution: The engineer preparing these plans will not be responsible or liable for unauthorized changes to or uses of these plans. All changes to the plans must be approved in writing by the Engineer.

SECTION 3 – CONTROL OF THE WORK
3-3 SUBCONTRACTORS
All persons engaged in the Work, including Subcontractors and their employees, will be considered employees of the Contractor. The Contractor will be held responsible for their work. The Agency will deal directly and solely with the Contractor and make all payments to the Contractor. 3-5 INSPECTION
SECTION E – Page 6

STANDARD SPECIFICATIONS
The Agency shall inspect for compliance with requirements for 8-hour days and 40-hour weeks on normal working days. The Contractor shall reimburse the Agency, at rates established by the Agency, for any additional inspection, including inspection on legal holidays. 3-10 SURVEYING
3-10.1 GENERAL
The Contractor shall be responsible for all survey and layout of work.

The line and grades for construction will be parallel to and offset from the position of the work. From the established lines and grades, the Contractor shall extend the necessary lines and grades for construction of the work and shall be responsible for the correctness of same. 3-12 WORK SITE MAINTENANCE
3-12.1 General
3-12.1.1 WORK AREA APPEARANCE
The Contractor shall maintain a neat appearance to the Work.

All unsuitable construction materials and rubbish and debris shall be regularly removed from the job site, be transported to a suitable location, and be disposed of in a proper and legal manner.

In any area visible to the public, the following shall apply:

1. Broken concrete and debris developed during clearing and grubbing shall be disposed of weekly.

2. The Contractor shall furnish trash bins for all debris from structure construction. All debris shall be placed in trash bins daily.

3. Forms or false work that are to be re-used shall be neatly stacked concurrent with their removal.

4. Forms and false work that are not to be re-used shall be disposed of with their removal.

5. Wash down from concrete trucks shall be at one location. Concrete from wash down procedures shall be removed from the site weekly.
3-12.3 NOISE CONTROL
A noise level limit of 85 dba at a distance of fifty (50) feet shall apply to all construction equipment on or related to the job, whether owned by the Contractor or not. The use of excessively loud warning signals shall be avoided except in those cases where required for the protection of personnel.

The Contractor shall arrange and maintain a secure storage site for all equipment and materials.

All equipment and unused materials shall be returned to this site at the end of each work day.

SECTION E – Page 7

STANDARD SPECIFICATIONS
3-12.6 WATER POLLUTION CONTROL
3-12.6.1 General
This item shall consist of preparation, implementation and compliance with a storm water pollution prevention plan (SWPPP) for the project, if applicable. 3-12.6.2 BEST MANAGEMENT PRACTICES (BMPs)
All storm water pollution prevention measures shall be in accordance with the submitted SWPPP. In the event circumstances during the course of construction require changes to the original SWPPP, a revised plan shall be promptly submitted to the Agency’s representative in each instance. No responsibility shall accrue to the Agency as a result of the plan or as a result of knowledge of the plan. All work installed by the Contractor in connection with the SWPPP but not specified to become a permanent part of the project shall be removed and the site restored in so far as practical to its original condition prior to completion of construction or when directed by the Agency’s representative. 3-12.6.3 Storm Water Pollution Prevention Plan (SWPPP)
Contractor shall submit to the engineer a completed and signed SWPPP at the preconstruction conference.

The plan may utilize the practices recommended in the California Storm Water Best Management Practices Handbook dated January 2015, available from California Stormwater Quality Association (CSQA), and online at http://www.cabmphandbooks.net/ . The plan shall be consistent with the construction General Permit, issued by the State Water Resources, Control Board, through submittal of the Notice of Intent (NOI).

If construction will occur between October 15 and April 15 (considered as the rainy season per the Agency’s Ordinance), a wet weather erosion control plan must be submitted. Additionally, Best Management Practices (BMPs) implemented during the Agency’s rainy season shall include but not be limited to those appropriate for wet weather conditions. 3-12.6.5 PAYMENT
Unless otherwise indicated in the Special Provision, measurement and payment for Storm Water Pollution Prevention Measures, as described herein, shall be included in the items of Work requiring storm water pollution prevention measures as indicated in the project Special Provisions. Such payment shall be considered full compensation for all labor, materials, tools, and equipment for completion, and implementation and compliance with the SWPPP. 3-13 COMPLETION, ACCEPTANCE, AND WARRANTY
3-13.3 WARRANTY
SECTION E – Page 8

STANDARD SPECIFICATIONS
The Contractor shall warrant and guarantee the entire Work and all parts thereof, including that performed and constructed by subcontractors, and others employed directly or indirectly on the Work, against faulty or defective materials, equipment or workmanship for the maximum period provided by law. In addition thereto, for a period of one (1) year commencing on the date of acceptance of the Work, the Contractor shall, upon the receipt of notice in writing from the Agency, promptly make all repairs arising out of defective materials, workmanship or equipment and bear the cost thereof. The Agency is hereby authorized to make such repairs and the Contractor and Surety shall bear the cost thereof if, ten (10) days after the giving of such notice to the Contractor, the Contractor has failed to make or undertake with due diligence the repairs; provided, however, that, in the case of an emergency where, in the opinion of the Agency, delay could cause serious loss or damage, repairs may be made without notice being sent to the Contractor or Surety, and all expense in connection therewith shall be charged to the Contractor and Surety.

For the purpose of this article “Acceptance of the Work” shall mean the acceptance of the Work by the Agency in accordance with Subsection 3-13.2 but not for the purpose of extinguishing any covenant or agreement or agreement on the part of the Contractor to be performed or fulfilled under this Contract, which has not in fact been performed or fulfilled at the time of such acceptance all of such covenants and agreements, shall continue to be binding on the Contractor until they have been fulfilled.

The effective date of Acceptance of the Work and commencement of the Guarantee shall be the date of acceptance of the Notice of Completion by the City Council.

The product warranty of 10 years for the connector pipe screens installed in catch basins for the project listed in the bid schedule. The screens will be manufactured and installed in accordance with the product drawings and specifications and the contractor agrees to repair or replace any installed product that proves defective in its workmanship or material within one year of the project acceptance date. If an installed product proves defective within ten years, then the contractor agrees to provide replacement parts at no cost. 3-13.3.4 General Guaranty
The Contractor shall remedy any defects in the Work and pay for any damage to other work resulting therefrom, which shall appear within a period of one year from the date of final acceptance of the Work unless a longer period is specified. The Agency will give notice of observed defects with reasonable promptness.

SECTION 4 – CONTROL OF MATERIALS
4-1 GENERAL
The Contractor and all subcontractors, suppliers, and vendors, shall guarantee that the entire Work will meet all requirements of this Contract as to the quality of materials, equipment, and workmanship. The Contractor, at no cost to the Agency, shall make any repairs or replacements made necessary by defects in materials, equipment, or workmanship that become evident within one year after the date of recordation of the Notice of Completion. Within this one year period, the Contractor shall also restore to full compliance with the requirements of this Contract any portion of the Work which is found not to meet SECTION E – Page 9

STANDARD SPECIFICATIONS
those requirements. The Contractor shall defend, indemnify, and hold the Agency, its officers, agents, and employees harmless from claims of any kind due to injuries or damages arising, directly or indirectly, from said defects or noncompliance.

The Contractor shall make all repairs, replacements, and restorations within thirty-five (35) days after the date of the Engineers’ written notice.

If, in the opinion of the Engineer, the defective work is not of sufficient magnitude or importance to make the work dangerous or undesirable, or if, in the opinion of the Engineer, the removal of such work is impractical or will create conditions which are dangerous or undesirable, the Agency shall have the right and authority to retain such work instead of requiring it to be removed and reconstructed, but will make such deductions thereof in the payments due or to become due to the Contractor as the Agency may deem just and reasonable.
4-4 TESTING
Except as elsewhere specified, the Agency will bear the cost of testing material and/or workmanship which meet or exceed the requirements indicated in the Standard Specifications and the Special Provisions. The Contractor shall bear the cost of all other tests, including the retesting of material or workmanship that fails to pass the first test.
4-6 TRADE NAMES
Approval of equipment and materials offered as equivalents to those specified must be obtained prior to the opening of bids as set forth in the Instructions to Bidders.

Along with information supplied by the Contractor regarding equivalency of the proposed item, the Contractor shall clearly identify all deviations from the specified item. Deviations discovered by the Engineer after acceptance of an “or equal” item which were not identified by the Contractor with his/ her submittal shall be cause for rejection of the “or equal” item. Contractor shall be due no additional compensation in time or money for acceptance or rejection of a proposed “or equal” item and subsequent replacement with the item specified. Contractor shall pay cost to Agency for items requiring more than two submittals and analysis of any shop drawing which requires more than a general review of an “or equal” item.

SECTION 5 – LEGAL RELATIONS AND RESPONSIBILITIES
5-3 LABOR
5-3.1 General
The Contractor shall ensure unlimited access to the job site for all Equal Opportunity Compliance officers.

SECTION E – Page 10

STANDARD SPECIFICATIONS
Every Contractor and Subcontractor shall keep an accurate record showing the name, occupation, and the actual per diem wages paid to each worker employed by him/her in connection with the public work. The record shall be kept open at all reasonable hours to the inspection of the body awarding the Contract and to the Division of Labor Law Enforcement.
5-3.4.1 OVERTIME AND SHIFT WORK
The Contractor may establish overtime and shift work as a regular procedure only with the written permission of the Engineer. Such permission may be revoked at any time. No work other than overtime and shift work established as a regular procedure shall be done between the hours of 4:00 p.m. and 7:30 a.m., nor on Saturdays, Sundays or legal holidays, except such work as is necessary for the proper care and protection of the work already performed or except in case of an emergency.

All costs for overtime inspection, except those occurring as a result of overtime and shift work established as a regular procedure, shall be paid by the Contractor. Overtime inspection shall include inspection required during holidays observed by the AGC and Trade Unions, Saturdays, Sundays, and any weekday between the hours of 4:00 p.m. and 7:30 a.m.. Such costs will include but will not necessarily be limited to engineering, inspection, general supervision and other overhead expenses that are directly chargeable to the overtime work. The Agency shall deduct all such charges from payments due the Contractor. 5-4.2 GENERAL LIABILITY INSURANCE
5-4.2.1 GENERAL. CONTRACTOR and AGENCY agree that Agency, its employees, agents and officials should, to the extent permitted by law, be fully protected from any loss, injury, damage, claim, lawsuit, cost, expense, attorneys fees, litigation costs, defense costs, court costs or any other cost arising out of or in any way related to the performance of this Agreement. Accordingly, the provisions of this indemnity provision are intended by the parties to be interpreted and construed to provide the fullest protection possible under the law to the Agency. CONTRACTOR acknowledges that AGENCY would not have entered into this Agreement in the absence of the commitment of CONTRACTOR to indemnify and protect AGENCY as set forth here.
5-4.2.2 To the full extent permitted by law, CONTRACTOR shall defend, indemnify and hold harmless AGENCY, its employees, agents and officials, from any liability, claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged, or threatened, actual attorneys fees incurred by AGENCY, court costs, interest, defense costs including expert witness fees and any other costs or expenses of any kind whatsoever without restriction or limitation incurred in relation to, as a consequence of, arising out of or in any way attributable actually, allegedly or impliedly, in whole or in part to the performance of this Agreement. All obligations under this provision are to be paid by CONTRACTOR as they are incurred by the AGENCY. 5-4.2.3 Without affecting the rights of AGENCY under any provision of this agreement or this section, CONTRACTOR shall not be required to indemnify and hold harmless AGENCY as set forth above for liability attributable to the sole fault of AGENCY, provided such sole fault is determined by agreement between the parties or the findings of a court of competent jurisdiction.

This exception will apply only in instances where the AGENCY is shown to have been solely at fault and not in instances where CONTRACTOR is solely or partially at fault or in instances where AGENCY’s fault accounts for only a percentage of the liability involved. In those instances, the obligation of CONTRACTOR will be all-inclusive and AGENCY will be indemnified for all liability incurred, even though a percentage of the liability is attributable to the conduct of the AGENCY.

SECTION E – Page 11

STANDARD SPECIFICATIONS
5-4.2.4 CONTRACTOR acknowledges that its obligation pursuant to this section extends to liability attributable to AGENCY, if that liability is less than the sole fault of AGENCY. CONTRACTOR has no obligation under this Agreement for liability proven in a court of competent jurisdiction or by written agreement between the parties to be the sole fault of AGENCY. 5-4.2.5 The obligations of CONTRACTOR under this or any other provision of this Agreement will not be limited by the provisions of any workers compensation act or similar act. CONTRACTOR expressly waives its statutory immunity under such statutes or laws as to AGENCY, its employees, agents and officials.
5-4.2.6 CONTRACTOR agrees to obtain executed indemnity agreements with provisions identical to those as set forth here in this section from each and every subcontractor, sub-tier contractor or any other person or entity involved by, for, with or on behalf of CONTRACTOR in the performance or subject matter of this Agreement. In the event CONTRACTOR fails to obtain such indemnity obligations from others as required here, CONTRACTOR agrees to be fully responsible according to the terms of this section.
5-4.2.7 Failure of AGENCY to monitor compliance with these requirements imposes no additional obligations on AGENCY and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend AGENCY as set forth herein is binding on the successors, assigns or heirs of CONTRACTOR and shall survive the termination of this Agreement or this section. 5-4.2.8 CONTRACTOR agrees to provide insurance in accordance with the requirements as set forth here. If CONTRACTOR uses existing coverage to comply with these requirements and that coverage does not meet the requirements set forth herein, CONTRACTOR agrees to amend, supplement or endorse the existing coverage to do so. The following coverages will be provided by CONTRACTOR and maintained on behalf of AGENCY and in accordance with the requirements set forth herein. 5-4.2.9 Commercial General Liability/Umbrella Insurance. Primary insurance shall be provided on ISOCGL form No. CG 00 01 11 85 or 88. Total limits shall be not less than two million dollars ($2,000,000.00) per occurrence for all coverages and two million dollars ($2,000,000.00) general aggregate. AGENCY and its officers, agents and employees shall be named as additional insureds using ISO additional insureds endorsement form CG 20 10 11 85 (in no event will AGENCY accept an endorsement form with an edition date later than 1990). Coverage shall apply on a primary noncontributing basis in relation to any other insurance or self-insurance, primary or excess, available to AGENCY or any employee or agent of AGENCY. Coverage shall not be limited to the vicarious liability or supervisory role of any additional insured. Umbrella Liability Insurance (over primary) shall apply to bodily injury/property damage, personal injury/advertising injury, at a minimum, and shall include a “drop down” provision providing primary coverage above a maximum of $25,000.00 self-insured retention for liability not covered by primary policies but covered by the umbrella policy. Coverage shall be following form to any underlying coverage. Coverage shall be provided on a “pay on behalf” basis, with defense costs payable in addition to policy limits. There shall be no cross-liability exclusion.

Policies shall have concurrent starting and ending dates.

Each policy of insurance shall contain a clause prohibiting cancellation, modification or lapse without thirty (30) days prior written notice having been given to the City. All insurance policies shall be subject to approval by the City Attorney and certificates evidencing such policies shall be provided to the City concurrently with the filing of all required bonds.

5.4.2.10 Business Auto/Umbrella Liability Insurance. Primary coverage shall be written on ISO Business Auto Coverage form CA 00 01 06 92 including symbol 1 (Any Auto). Limits shall be no less than two million dollars ($2,000,000.00) per accident. Starting and ending dates shall be concurrent. If SECTION E – Page 12

STANDARD SPECIFICATIONS
CONTRACTOR owns no autos, a non-owned auto endorsement to the General Liability policy drafted above is acceptable.
5-4.3 WORKERS’ COMPENSATION INSURANCE
5-4.3.1 Workers’ Compensation/Employers’ Liability shall be written on a policy form providing workers’ compensation statutory benefits as required by law. Employers’ liability limits shall be no less than one million dollars per accident or disease. Employers’ liability coverage shall be scheduled under any umbrella policy described above. Unless otherwise agreed, this policy shall be endorsed to waive any right of subrogation as respects the AGENCY, its officers, agents or employees. 5-4.3.2 CONTRACTOR and AGENCY further agree as follows:
5-4.3.2.1 This Section supersedes all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 5-4.3.2.2 Nothing contained in this Section is to be construed as affecting or altering the legal status of the parties to this Agreement. The insurance requirements set forth in this Section are intended to be separate and distinct from any other provision in this Agreement and shall be interpreted as such. 5-4.3.2.3 All insurance coverage and limits provided pursuant to this Agreement shall apply to the full extent of the policies involved, available, or applicable. Nothing contained in this Agreement or any other agreement relating to the AGENCY or its operations limits the application of each insurance coverage.
5-4.3.2.4 Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only and is not intended by any party to be all-inclusive, or to the exclusion of other coverage, or a waiver of any type.
5-4.3.2.5 For purposes of insurance coverage only, this Agreement shall be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement.
5-4.3.2.6 All general or auto liability insurance coverage provided pursuant to this Agreement, or any other agreements pertaining to the performance of this Agreement, shall not prohibit CONTRACTOR, and CONTRACTOR’s agents, officers or employees from waiving the right of subrogation prior to a loss.

Contractor hereby waives all rights of subrogation against AGENCY. 5-4.3.2.7 Unless otherwise approved by AGENCY, CONTRACTOR’s insurance shall be written by insurers authorized to do business in the State of California and with a minimum “Best’s” Insurance Guide rating of “A+VIII.” Self-insurance will not be considered to comply with these insurance specifications.
5-4.3.2.8 In the event any policy of insurance required by this Agreement does not comply with these requirements or is canceled and not replaced, AGENCY has the right but not the duty to obtain the insurance it deems necessary and any premium paid by AGENCY will be promptly reimbursed by CONTRACTOR. Upon CONTRACTOR’s failure to make such reimbursement within 30 days of written demand, AGENCY may deduct that sum from any monies due CONTRACTOR hereunder or otherwise.

SECTION E – Page 13

STANDARD SPECIFICATIONS
5-4.3.2.9 CONTRACTOR agrees to provide evidence of the insurance required herein, satisfactory to AGENCY, consisting of certificate(s) of insurance evidencing all of the coverages required and an additional insured endorsement to CONTRACTOR’s general liability and umbrella liability policy (if any) using ISO form CG 20 10 11 85. Certificate(s) are to reflect that the insurer will provide 30 days’ notice of any cancellation of coverage. CONTRACTOR agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of insurer to mail written notice of cancellation imposes no obligation, and to delete the word “endeavor” with regard to any notice provisions. CONTRACTOR agrees to provide complete copies of policies to AGENCY upon request. 5-4.3.2.10 CONTRACTOR shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Such proof shall be furnished within 72 hours of the expiration of the coverages. 5-4.3.2.11 Any actual or alleged failure on the part of AGENCY or any other additional insured under these requirements to obtain proof of insurance required under this Agreement in no way waives any right or remedy of AGENCY or any additional insured, in this or any other regard. 5-4.3.2.12 CONTRACTOR agrees to require all subcontractors or other parties hired for this project to provide general liability insurance naming as additional insureds all parties to this Agreement.

CONTRACTOR agrees to obtain certificates evidencing such coverage and make reasonable efforts to ensure that such coverage is provided as required here. CONTRACTOR agrees to require that no contract used by any subcontractor, or contracts CONTRACTOR enters into on behalf of AGENCY, will reserve the right to charge back to AGENCY the cost of insurance required by this Agreement.

CONTRACTOR agrees that upon request, all agreements with subcontractors or others with whom CONTRACTOR contracts on behalf of AGENCY will be submitted to AGENCY for review. Failure of AGENCY to request copies of such agreement will not impose any liability on AGENCY, its officers, agents, or employees.
5-4.3.2.13 If CONTRACTOR is a Limited Liability Company, general liability coverage must be amended so that the Limited Liability Company and its Managers, Affiliates, employees, agents and other persons necessary or incidental to its operations are insureds. 5-4.3.2.14 CONTRACTOR agrees to provide immediate notice to AGENCY of any claim or loss against CONTRACTOR that includes AGENCY as a defendant. AGENCY assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims.
5-7 SAFETY
At the pre-construction meeting, the Contractor shall submit his/her complete construction schedule to the Engineer for approval. The Contractor shall submit requests for changes in the schedule to the Engineer for approval at least forty eight (48) hours prior to the scheduled Work.

SECTION 6 – PROSECUTION AND PROGRESS OF THE WORK
6-1 CONSTRUCTION SCHEDULE AND COMMENCEMENT OF THE WORK
SECTION E – Page 14

STANDARD SPECIFICATIONS
Prior to issuing the Notice to Proceed, the Engineer will schedule and conduct a pre-construction meeting with the Contractor to review the proposed construction schedule and delivery dates, arrange utility coordination, discuss construction methods, and clarify inspection procedures. 6-2 PROSECUTION OF THE WORK
Should the Contractor fail to take the necessary steps to fully accomplish said purposes, after orders of the Engineer to do so, the Agency may suspend the work in whole or in part, until the Contractor takes said steps at no cost to the Agency.

The Contractor shall submit monthly progress reports to the Engineer by the tenth day of each month. The report shall include an updated construction schedule. Any deviations from the original schedule shall be explained. Progress payments will be withheld pending receipt of any outstanding reports.
6-3 TIME OF COMPLETION
6-3.3 WORKING DAY
The Contractor’s activities shall be confined to the hours between 7:30 a.m. and 4:00 p.m.

Monday through Friday. In addition, the Contractor shall not perform any Work on Saturday, Sunday, or on Agency-designated holidays. Agency-designated holidays are listed in TABLE 1 – AGENCY-DESIGNATED HOLIDAYS below. Deviation from these hours will be permitted upon approval of the Engineer, except in emergencies involving immediate hazard to persons or property.

Deviations from these hours will not be permitted without the prior consent of the Engineer, except in emergencies involving immediate hazard to persons or property. In the event of either a requested or emergency deviation, inspection service fees will be charged against the Contractor. Service fees will be calculated at overtime rates including benefits, overhead, and travel time; and will be deducted from the amounts due the Contractor.

Failure of the Contractor to adhere to working day requirements will result in damages being sustained by the City. Such damages are, and will continue to be, impracticable and extremely difficult to determine.

For each OCCURRENCE of a working day or hours violation, as provided herein, the Contractor shall pay to the Agency, or have withheld from monies due to it, the sum of $1,000.00.

TABLE 1 – AGENCY-DESIGNATED HOLIDAYS
New Year’s Day
Martin Luther King, Jr. Day
President’s Day
Memorial Day
Independence Day
Labor Day
Veteran’s Day
Thanksgiving Day
Day after Thanksgiving
Christmas Eve
SECTION E – Page 15

STANDARD SPECIFICATIONS
Christmas Day

EXECUTION OF THE CONTRACT SHALL CONSTITUTE AGREEMENT BY THE AGENCY AND CONTRACTOR THAT $1,000 PER VIOLATION IS THE MINIMUM VALUE OF THE COST AND

ACTUAL DAMAGED CAUSED BY FAILURE OF THE CONTRACTOR TO LIMIT

PERFORMANCE OF THE WORK BETWEEN THE ALLOTTED TIMES, THAT SUCH SUM SHALL

NOT BE CONSTRUED AS A PENALTY, AND THAT SUCH SUM MAY BE DEDUCTED FROM PAYMENTS DUE THE CONTRACTOR IF SUCH DELAY OCCURS.
6-4 DELAYS AND EXTENSION OF TIME
6-4.1 GENERAL
6-4.1.1 Notice of Delays
Whenever the Contractor foresees any delay in the prosecution of the work, and in any event immediately upon the occurrence of any delay which the Contractor regards as unavoidable, he/she shall notify the Engineer in writing of the probability of the occurrence of such delay and its cause so that the Engineer may take immediate steps to prevent, if possible, the occurrence or continuance of the delay, or, if prevention is not possible, may determine whether the delay is to be considered avoidable or unavoidable, how long it continues, and to what extent it will delay the prosecution and completion of the work. It will be concluded that any and all delays which have occurred in the prosecution and completion of the work have been avoidable delays, except such delays as shall have been called to the attention of the Engineer at the time of their occurrence and found by him/her to have been unavoidable. The Contractor shall make no claims for any delay not called to the attention of the Engineer at the time of its occurrence as an unavoidable delay.
6-4.1.2 Avoidable Delays
Avoidable delays in the prosecution or completion of the work shall include all delays which in the opinion of the Engineer would have been avoided by the exercise of care, prudence, foresight, and diligence on the part of the Contractor of his/her subcontractors. The following shall be considered avoidable delays within the meaning of the contract: 1) Delays in the prosecution of parts of the work which may in themselves be unavoidable but do not necessarily prevent or delay the prosecution of other parts of the work or the completion of the whole work within the time herein specified; 2) Reasonable loss of time resulting from the necessity of submitting samples of materials and drawings to the Engineer for approval and from performing tests of materials, measurements, and inspections; 3) Reasonable interference of other contractors employed by the Agency and/or other contractors working in the area which do not necessarily prevent the completion of the whole work within the time agreed upon; 4) Delays resulting from inaccurate or incomplete shop drawing submittals; and 5) Interference of other contractors performing concurrent work.
6-4.1.3 Extension of Time
In case the work is not completed in the time specified, including such extensions of time as may have been granted for unavoidable delays, the Contractor will be assessed damages for delay in accordance with Paragraph 6-9. The Agency, however, shall have the right to grant an extension of time for avoidable delay if it is deemed in his/her best interest to do so. During such extension of time, the Contractor will be charged for engineering and inspection services and other costs as provided in Paragraph 6-4.2.1 but will not be assessed damages pursuant to Paragraph 6-9. 6-4.2 EXTENSIONS OF TIME
SECTION E – Page 16

STANDARD SPECIFICATIONS
6-4.2.1 Compensation to Agency for Extension of Time
Compensation for extension of time for avoidable delay granted pursuant to Paragraph 6-4.1.3 shall be the actual cost to the Agency for engineering, inspection, general supervision, and overhead expenses which are directly chargeable to the work and which accrue during the period of such extension, except that the cost of final inspection and preparation of the final estimate shall not be included. 6-4.4 WRITTEN NOTICE AND REPORT
Requests for an extension of time must be delivered to the Agency within ten (10) consecutive calendar days following the date of the occurrence that caused the delay. The request must be submitted in writing and must state the cause of the delay, the date of the occurrence causing the delay, and the amount of additional time requested. This shall be included as part of a revised construction schedule required in Section 6-1. Requests for extensions of time shall be supported by all evidence reasonably available or known to the Contractor, which would support the extension of time requested. Requests for extensions of time, which are not received within the time specified above, shall result in the forfeiture of the Contractor’s right to receive any extension of time requested.

If the Contractor is requesting an extension of time because of weather, he/she shall supply daily written reports to the Agency’s representative describing such weather, and the work that could not be performed that day because of such weather or conditions resulting therefrom and that he/she otherwise would have performed.
6-9 LIQUIDATED DAMAGES
6-9 FORFEITURE DUE TO DELAY
The Contractor shall complete all or any designated portion of the Work called for under the Contract within the time set forth in Part C (Proposal) of these Specifications.

In accordance with Government Code 53069.85, and all other applicable law, the Contractor agrees to forfeit and pay the Agency the amount of Five Hundred Dollars ($500.00) per day for each and every day of unauthorized delay beyond the completion date, which shall be deducted from any monies due the Contractor. This payment shall be considered liquidated damages. Contractor agrees that such liquidated damages are reasonable under the circumstances existing at the time of execution of the contract, that such liquidated damages are to compensate Agency for losses that are difficult to measure and that such damages are not a penalty.

Failure of the Contractor to perform any covenant or condition contained in the Contract Documents within the time period specified shall constitute a material breach of this Contract entitling the Agency to terminate the Contract unless the Contractor applies for, and receives, an extension of time in accordance with the procedures set forth in Section 6-4.

SECTION E – Page 17

STANDARD SPECIFICATIONS
Failure of the Agency to insist upon the performance of any covenant or conditions within the time period specified in the Contract Documents shall not constitute a waiver of the Contractor’s duty to complete performance within the designated periods unless the Agency has executed a waiver in writing.

The Agency’s agreement to waive a specific time provision or to extend the time for performance shall not constitute a waiver of any other time provision contained in the Contract Documents.

Failure of the Contractor to complete performance promptly within the additional time authorized in a waiver or extension of time agreement shall constitute a material breach of this Contract entitling the Agency to terminate this agreement.

The Contractor shall not be deemed in breach of this Contract and no forfeiture due to delay shall be made because of any delays in the completion of the Work due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor provided the Contractor requests an extension of time in accordance with the procedures set forth in Section 6-4. Unforeseeable causes of delay beyond the control of the Contractor shall include acts of God, acts of a public enemy, acts of the government, acts of the Agency, or acts of another contractor in the performance of a contract with the Agency, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and weather, or delays of subcontractors due to such causes, or delays caused by failure of the owner of a utility to provide for removal or relocation of existing utility facilities. Delays caused by actions or neglect of Contractor or his/her agents, servants, employees, officers, subcontractors, directors, or of any party contracting to perform part of all of the Work or to supply any equipment or materials shall not be excusable delays. Excusable delays (those beyond the Contractor’s control) shall not entitle the Contractor to any additional compensation. The sole recourse of the Contractor shall be to seek an extension of time. 6-10 DISPUTES AND CLAIMS
6-10.1 GENERAL
Any and all decisions made on appeal pursuant to this Subsection 6-10 shall be in writing. Any “decision” purportedly made pursuant to this Subsection 6-10 that is not in writing shall not be binding upon the Agency and should not be relied upon by the Contractor.

Nothing in this subsection shall be considered as relieving the Contractor from his/her duty to file the notice required under Subsection 6-11 or other duties required by the Contract Documents. 6-10.2 ADMINISTRATIVE REVIEW
Request for review made to the Construction Inspector or Project Engineer may be either oral or written.

Request for review made to the City Engineer shall be made in writing with supporting evidence attached.

The Contractor shall submit each request for review within twenty-one (21) calendar days of receipt of the decision that he/she is requesting.

Prior to demand for arbitration, the Contractor shall exhaust his/her administrative remedies by attempting to resolve his/her dispute or claim with Agency`s staff in the following sequence:

1. Project Engineer

2. City Engineer
SECTION E – Page 18

STANDARD SPECIFICATIONS
Should the Project Engineer fail to address the Contractor’s request for review of a disputed decision within fourteen (14) calendar days after receiving such request, the Contractor may proceed directly to the City Engineer. At the option of the Agency, the person to whom the request for review is directed may elect to take such request to a higher level and the Contractor’s request shall be deemed to be properly submitted to such higher level.

The City Engineer shall address disputes or claims within twenty eight (28) calendar days after receiving such request and all necessary supporting data. The City Engineer’s decision on the dispute or claim shall be the Agency’s final decision.
6-10.3 ARBITRATION
Claims and disputes arising under or related to the performance of the contract shall be resolved in arbitration unless the Agency and the Contractor agree in writing, after the claim or dispute has arisen, to waive arbitration and to have the claim or dispute litigated in court of competent jurisdiction. Arbitration shall be conducted, to the extent feasible, pursuant to Chapter 3 (Sections 301-393, inclusive) of Division 2 of Title 1 of the California Code of Regulations except that references therein to the “State Contract Act” shall be construed to mean “applicable law” and “Public Agency”, or “Department” shall be construed to mean “Agency” as defined in Subsection 1.2. The arbitration decision shall be decided under and in accordance with California law, supported by substantial evidence, and in writing, contain the basis for the decision, findings of fact, and conclusions of law.

Arbitration shall be initiated by a Demand for Arbitration. The Contractor shall request a Demand for Arbitration not later than one hundred eighty (180) calendar days after the date of the final written decision of the Agency on the claim or dispute.

All contracts valued at more than $15,000 between the Contractor and his/her Subcontractors and Suppliers shall include a provision that the Subcontractors and Suppliers shall be bound to the Contractor to the same extent that the Contractor is bound to the Agency by all terms and provisions of the Contract, including these arbitration provisions.
6-11 NOTICE OF POTENTIAL CLAIM
The Contractor shall not be entitled to the payment of any additional compensation for any cause, including any act, or failure to act, by the Engineer, or the happening of any event, thing or occurrence, unless the Contractor shall have given the Engineer due notice in writing, of the potential claim as hereinafter specified, provided, however, that compliance with this Subsection 6-11 shall not be a prerequisite as to any claim that is based on differences in measurements or errors of computation as to the Contract quantities.

Additionally, this Subsection 6-11 shall not supersede the specific notice and protest requirements of Subsection 2-9 “Changed Conditions” and Subsection 6-3.2 “Contract Time Accounting” respectively.

A written notice of potential claim shall set forth the reasons the Contractor believes additional compensation will or may be due, the nature of the costs involved, and, insofar as possible, the amount of the potential claim. A notice as above required must have been given to the Engineer prior to the time that the Contractor shall have performed the Work giving rise to the potential claim for additional compensation, if based on an act or failure to act by the Engineer, or in all other cases within fifteen (15) days after the happening of the event, thing or occurrence giving rise to the potential claim.

It is the intention of this Subsection 6-11 that differences between the parties arising under and by the virtue of the Contract be brought to the attention of the Engineer at the earliest possible time in order that such matters may be settled, if possible, or other appropriate action promptly taken. The Contractor hereby agrees that he/she shall have no right to additional compensation for any claim that may be based SECTION E – Page 19

STANDARD SPECIFICATIONS
on any such act, failure to act, event, thing or occurrence for which no written notice of potential claim as herein required was filed.

SECTION 7 – MEASUREMENT AND PAYMENT
7-3 PAYMENT
7-3.2 PARTIAL AND FINAL PAYMENT
The closure date for period progress payments will be the twenty-fifth day of each month. Authorization to pay is commonly received on the second Wednesday of the following month. The Agency requires four to six weeks to review all progress payments, issue payment checks, present progress payment to Council for approval, and release payment to contractor. However, payments will be withheld pending receipt of any outstanding reports required by the Contract Documents. In addition, the final progress payment will not be released until the Contractor returns the control set of plans and specifications showing the as-built conditions.

The full five (5) percent retention will be deducted from all payments. The final retention will be authorized for payment thirty five (35) days after the date of recordation of the Notice of Completion.

The Contractor may substitute securities for any monies withheld by the Agency to ensure performance under the Contract as provided in Public Contract Code Sections 10263 and 22300. 7-3.3 DELIVERED MATERIALS
Materials and equipment delivered but not incorporated into the Work will not be included in the estimate for progress payment.
7-3.4 Mobilization
Mobilization and demobilization shall consist of preparatory work and operations including, but not limited to, those necessary for the movement of personnel, equipment, materials, and incidentals to the project site necessary for work on the project and for all other work and operations which must be performed or costs incurred including bonds, insurance, and financing prior to beginning work on the various contract items on the project site. Mobilization shall also include the time, materials, and labor to move the necessary construction equipment to and from the site, supervisory time on the job by the Contractor’s personnel to keep the construction site in a safe condition, and all other related work as required at all times and for all non-working days during the construction period. The Contractor is responsible for securing an adequate storage site for equipment and materials.

Contractor shall provide traffic control per California Temporary Traffic Control Handbook.

Contractor must maintain access for visitors to the properties. One driveway must always remain open and accessible. The cost for traffic control shall be paid per a separate lump sum bid item.

Payment for Mobilization shall be included in the other items of work and shall be considered full compensation and include but not be limited to, obtaining all business licenses and permits, as required for the entire project, from all related agencies, including, but not limited to, utility companies, private and public agencies and the City of Los Alamitos; and complying with the requirements specified in those licenses and permits; coordination, field office facility, implementation of Best Management Practices, and incidentals necessary to perform all related items of work.

CITY OF LOS ALAMITOS

ARTERIAL OVERHEAD STREET NAME SIGN REPLACEMENT
SPECIFICATION NO. CIP 21/22-01
BID OPENING: SEPTEMBER 1, 2021 AT 11AM

ITEM UNIT TOTAL UNIT TOTAL UNIT TOTAL UNIT TOTAL UNIT TOTAL NO. COST COST COST COST COST COST COST COST COST COST
1 Remove and replace existing overhead
street name sign with new nonilluminated retro-reflective street name sign per plan 33 EA 930.00 $30,690.00 1,020.00 $33,660.00 1151.00 $37,983.00 1,235.00 $40,755.00 1,295.00 $42,735.00 2 Remove Existing Overhead Street
Name Sign and Replace with City
Furnished Non-Illuminated RetroReflective Street Name Sign per Plan 2 EA 225.00 $450.00 230.00 $460.00 453.00 $906.00 507.00 $1,014.00 500.00 $1,000.00 TOTAL $31,140.00 $34,120.00 $38,889.00 $41,769.00 $43,735.00 SCHEDULE A TOTAL $31,140.00 $34,120.00 $38,889.00 $41,769.00 $43,735.00 PROJECT TOTAL $31,140.00 $34,120.00 $38,889.00 $41,769.00 $43,735.00

PTM GNEERAL

ENGINEERING
SERVICES, INC.

CALPROMAX
ENGINEERING, INC.

CROSSTOWN

ELECTRICAL & DATA,
INC.

DESCRIPTION QTY. UNITS

YUNEX TRAFFIC BELCO ELECNOR
GROUP

Page 1 of 2 ends

Los Alamitos City CouncilApril 18, 2022

Los Alamitos City Council
April 18, 2022