Los Alamitos City Council
September 19, 2022

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

CITY COUNCIL AGENDA

REGULAR MEETING
Monday, September 19, 2022 – 6:00 PM
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 (COVID19), 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 adop t 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.

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 may be made.

1. CALL TO ORDER

2. ROLL CALL
Mayor Hasselbrink
Mayor Pro Tem Doby

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. MOMENT OF REMEMBERANCE FOR COUNCIL MEMBER RON BATES

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. WARRANTS
A. Warrants (Finance)
The attached Warrant Register contains checks and electronic funds transfers for the period from August 2, 2022 to September 6, 2022.

Recommendation:

Ratify the Warrants for the period from August 2, 2022 to September 6, 2022 in the amount of $1,755,321.60.

Roll Call
Mayor Hasselbrink
Mayor Pro Tem Doby
Council Member Chirco
Council Member Nefulda

8. 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 (Administration)
Approve the City Council Minutes for the Regular meeting on August 15, 2022 and the Special meeting on August 25, 2022.

B. Findings Required by AB 361 for the Continued Use of Teleconferencing for Meetings (Administration)
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. Resolution No. 2022-29 - Designation of City Treasurer (Finance) This report seeks consideration of a resolution designating Finance Director Craig Koehler as City Treasurer.

Recommendation:

Adopt Resolution 2022-29, entitled, “A RESOLUTION OF THE CITY COUNCIL OF

THE CITY OF LOS ALAMITOS, CALIFORNIA, APPOINTING CRAIG KOEHLER,

FINANCE DIRECTOR, AS CITY TREASURER OF THE CITY OF LOS ALAMITOS AND REPEALING RESOLUTION NO. 2020-04 IN ITS ENTIRETY.”
D. Resolution No. 2022-28 - Annual Investment Policy (Finance) This report provides the Council with an update of the City’s Investment Policy and consideration of amendments for allowable investments per State Government Code.

Recommendation:

Adopt Resolution No. 2022-28, entitled, “A RESOLUTION OF THE CITY COUNCIL

OF THE CITY OF LOS ALAMITOS, CALIFORNIA, ADOPTING THE STATEMENT OF INVESTMENT POLICY DATED SEPTEMBER 2022.”
E. Approval fo the Revised Request for Proposals (RFP) 2022-02 Sterns Park Improvement Project (Development Services)
This item facilitates the solicitation of bids for contractual services for the design, preparation of plans and specifications, engineer's estimate, construction management, and inspection services for the Sterns Park Improvement Project (RFP 2022-02)
Recommendation:

1. Approve the Request for Proposals (RFP) 2022-02 for the design, preparation of plans and specifications, engineer's estimate, construction management and inspection services for the Sterns Park Improvement Project; and,

2. Authorize Staff to advertise and solicit bid proposals.

F. Professional Services Agreement for Crossing Guard Services with All City Management Services (Police)
The City of Los Alamitos has outsourced crossing guard services to All City Management Services (ACMS) since FY 2016-2017. ACMS has successfully and effectively provided crossing guard services since that time. Staff is supportive of continuing this relationship into the next fiscal year. If approved, the proposed amendment would extend the term of the Professional Services Agreement with ACMS for an additional (1) one-year term which will expire June 30, 2023.

Recommendation:

Authorize the Mayor to execute Amendment 3 to the Profession Services Agreement for crossing guard services with All City Management Services in the amount of $108,304.56 with a term expiring June 30, 2023.

G. Award of Bid for the Briggeman Drive Street Improvements (CIP No. 22/23- 03) (Development Services)
This item recommends awarding a bid to United Paving Company to begin the Briggeman Drive Street Improvements Project (CIP 22/23-03).

Recommendation:

1. Award of contract for the Briggeman Drive Street Improvements Project (CIP 22/23-03) in the amount of $133,930.00 to United Paving Company; and,

2. Authorize the Mayor to execute the contract with United Paving Company 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 20% or $26,786.00.

H. Notice of Completion (NOC) for CDBG Howard Avenue and Bloomfield Street Improvement (CIP No. 21/22-04) (Development Services)
The CDBG Howard Avenue and Bloomfield Street Improvement FY 2021-2022 Project (CIP No. 21/22-04) incorporated the construction of grinding and overlay work along Howard Avenue (Noel Street to Lexington Drive) and also on Bloomfield Street (Farquhar Avenue to Katella Avenue) as part of the City’s ongoing pavement management program. The project is now complete.

Recommendation:

1. Accept as complete the construction by Hardy and Harper, Inc. for the CDBG Howard Avenue and Bloomfield Street Improvement FY 2021-2022 Project (CIP No. 21/22-04); and,

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

3. Authorize Staff to release the 5% retention to the contractor, in the amount of $11,091.49, thirty-five (35) days after recordation of the Notice of Completion.

I. Notice of Completion (NOC) for the Citywide Signing and Striping Improvements on Various Streets FY 21/22 (CIP 21/22-02) (Development Services)
The Citywide Signing and Striping Improvements on Various Streets FY 21/22 (CIP 21/22-02) incorporated the signing and pavement/street striping per plan. The citywide pavement/street striping program assists in maintaining safe and up-todate signing, striping and pavement markings that comply with current Federal and State standards. The project consisted of the installation of new pavement striping in the Old Town West Neighborhood, Old Dutch Haven Neighborhood, and also within, Briggeman Drive, Sausalito Street, and Cerritos Avenue as recommended by the Traffic Commission and approved at the February 28, 2022 City Council meeting. The project is now complete.

Recommendation:

1. Accept as complete the construction by Superior Pavement Markings for the Citywide Signing and Striping Improvements on Various Streets FY 21/22 (CIP 21/22-02); and,

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

3. Authorize Staff to release the 5% retention to the contractor, in the amount of $4,104.40, thirty-five (35) days after recordation of the Notice of Completion.

J. 2021-2022 Orange County Grand Jury Report titled “How is Orange County Addressing Homelessness?" (Administration)
This report contains the City's response to 2021-2022 Orange County Grand Jury Report titled “How is Orange County Addressing Homelessness?” Recommendation:

1. Approve the attached response to the Orange County Grand Jury report titled “How is Orange County Addressing Homelessness?”, and,

2. Authorize the Mayor to sign the response letter on behalf of the City Council.

K. Orange County Grand Jury Report titled “Where Have All the CRVs Gone?” (Administration)
Response to the June 28, 2022, Orange County Grand Jury Report titled “Where Have All the CRVs Gone?”
Recommendation:

1. Approve the attached response to the Orange County Grand Jury report titled Where Have All the CRVs Gone?”, and,

2. Authorize the Mayor to sign the response letter on behalf of the City Council.

9. ADJOURNMENT
The City Council will adjourn in memory of Ronald R. Bates.

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: September 14, 2022

City of Los Alamitos

CITY COUNCIL AGENDA REPORT
MEETING DATE: September 19, 2022 ITEM NUMBER: 7A
To: Mayor Shelley Hasselbrink & Members of the City Council Presented By: Craig Koehler, Director of Finance
Subject: Warrants

SUMMARY
The attached Warrant Register contains checks and electronic funds transfers for the period from August 2, 2022 to September 6, 2022.

RECOMMENDATION
Ratify the Warrants for the period from August 2, 2022 to September 6, 2022 in the amount of $1,755,321.60.

BACKGROUND
The expenditures noted within this Warrant Register conform to the budget approved by the City Council.

DISCUSSION
The Director of Finance certifies the accuracy of the attached register and to the availability of monies for payment thereof.

FISCAL IMPACT
The grand total of $1,755,321.60 represents checks and electronic fund transfers for the period August 2, 2022 to September 6, 2022.

Attachment: 1. Warrants - September 6, 2022

City of Los Alamitos

CITY COUNCIL AGENDA REPORT
MEETING DATE: September 19, 2022 ITEM NUMBER:

To: Mayor Shelley Hasselbrink & Members of the City Council Presented By:

Subject: Roll Call

SUMMARY

RECOMMENDATION

BACKGROUND

DISCUSSION

FISCAL IMPACT
Attachment: None

MINUTES OF THE CITY

COUNCIL OF THE CITY OF LOS

ALAMITOS
REGULAR MEETING - Monday, August 15, 2022

1. CALL TO ORDER
The City Council met in Regular Session at 5:37 p.m., Monday, August 15, 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, Mayor Hasselbrink Mayor Pro Tem Doby (arrived at 5:41 p.m.)

Absent: Council Members: Nefulda

Present: Staff: Chet Simmons, City Manager
Michael Claborn, Police Chief
Michael Daudt, City Attorney
Craig Koehler, Finance Director
Ron Noda, Development Services
Windmera Quintanar, MMC, City Clerk
Jennifer Sisoev, Community Services Manager
Ron Roberts, Orange County Fire Authority Battalion Chief

3. CLOSED SESSION
A. CONFERENCE WITH LEGAL COUNSEL – ANTICIPATED LITIGATION Significant exposure to litigation pursuant to paragraph (2) of subdivision (d) and paragraph (1) of subdivision (e) of Government Code Section 54956.9: (1 potential case).

City Attorney Daudt read the item aloud.

RECESS
The City Council recessed into Closed Session at 5:37 p.m.

RECONVENE
The City Council reconvened in Adjourned Regular session at 6:02 p.m.

City Attorney Daudt stated there was no reportable action.

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

City Council Regular Minutes
August 15, 2022

5. INVOCATION
Mayor Pro Tem Doby gave the Invocation.

6. PRESENTATIONS
Mayor Hasselbrink and the Council presented the awards.

A. Presentation of the Award of Financial Reporting Achievement to the Finance Department (Administration)
Finance Director Koehler accepted the award and introduced the newest members of the Finance Department: Finance Manager John Balderas; Senior Finance Assistant Maria Ibanez; and Finance Assistant Brandi Villegas.

7. 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.

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

8. 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.

Council Member Chirco spoke regarding attendance at the Concert Series events, working at the Los Alamitos Community Foundation Beer Garden, National Night Out, the upcoming Los Alamitos Community Foundation Board meeting, and, celebrating his parents' 50th wedding anniversary. He announced that he would not be running for re- election this November and spoke positively about his service with the City.

Council Member Bates spoke regarding attendance at the Orange County Public Library Board Meeting, provided an update regarding Orange County Sanitation District's ongoing trunk sewer project, attendance at the ribbon cutting for Xpress Urgent Care, and attendance at the Revenue and Taxation Policy committee meeting.

Mayor Pro Tem Doby spoke regarding attendance at the ribbon cutting for Xpress Urgent Care and Premier Dance Studio, Government Officials Dinner at the Orange County Fair, and the Orange County Vector and Mosquito Control District Board meeting. She read aloud Grandmother Mosquito available online at www.ocvector.org.

City Council Regular Minutes
August 15, 2022

Mayor Hasselbrink spoke regarding attendance at the Concerts in the Park series, National Night Out. Los Alamitos Community Foundation Board meeting.

She spoke of upcoming events for the Los Alamitos Community Foundation Casino Night in the Community Center and the grand opening of the STEM building at Los Alamitos High School. She stated she was running unopposed for Council this November.

9. ITEMS FROM THE CITY MANAGER
City Manager Simmons asked for and received a summary of remaining summer events from Community Services Manager Sisoev.

10. WARRANTS
A. Warrants (Finance)
The attached Warrant Register contains checks and electronic funds transfers for the period from July 7, 2022 to August 1, 2022.

Council Member Bates asked for and received clarification for various items on the Warrant Register.

Motion/Second:

Unanimously Carried: The City Council ratified the Warrants for the period from July7, 2022 to August 1, 2022, in the amount of $1,832,256.43.

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

11. 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 Items 10C and 10E.

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

A. Approval of Minutes
The City Council approved the City Council minutes for the Regular meeting

City Council Regular Minutes
August 15, 2022

of July 18, 2022.

B. Findings Required by AB 361 for the Continued Use of Teleconferencing for Meetings (Administration)
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 promote social distancing to slow the spread of COVID-19.

C. Adopt Ordinance No. 2022-04 - AB 481 Military Equipment Use Policy (Police)
Assembly Bill 481 (AB 481), codified in Government Code sections 7070 through 7075, requires a law enforcement agency to obtain approval from the applicable governing body, via adoption of a “military equipment” use policy by approval from their governing body, prior to the agency funding, acquiring, or using military equipment.

AB 481 became effective January 1, 2022. Per AB 481, law enforcement agencies are now required to first obtain approval for this policy content from their respective governing body. Following approval, law enforcement agencies are further required to submit an annual military equipment report to the governing body for as long as the equipment is available for use.

Agencies are also required to attach a military equipment inventory to the policy.

City Council and Staff discussed the preparations the Police Department has made in order to respond to critical incidents at the schools.

Clarification was provided that the School Resource Officer would be available at all the schools within the school district.

The City Council adopted Ordinance No. 2022-04 entitled “AN

UNCODIFIED ORDINANCE OF THE CITY COUNCIL OF THE CITY OF

LOS ALAMITOS, CALIFORNIA, ADOPTING AND APPROVING LOS
ALAMITOS POLICE DEPARTMENT POLICY 709, MILITARY

EQUIPMENT USE POLICY, IN COMPLIANCE WITH CALIFORNIA
ASSEMBLY BILL NO. 481 (AB 481)".

City Council Regular Minutes
August 15, 2022

D. Treasurer's Quarterly Investment Report - June 2022 (Finance) The item for City Council consideration is receipt of the Treasurer’s Quarterly Investment Report.

The City Council received and filed the Treasurer’s Quarterly Investment Report – June 2022.

E. Amendment No. 1 with North Star Land Care for Additional Monthly Maintenance Services (Development Services)
This item seeks approval to expand the maintenance services rendered by North Star Land Care.

Council and Staff discussed the balance of the workload between internal staff and contracted services.

The City Council authorized the Mayor to execute Amendment No. 1 to the Professional Services Agreement (PSA) with North Star Land Care for augmented maintenance services at an cost of $2,426.00/month.

F. Amendment No. 1 with Joncowest LLC for Additional Janitorial Services at a City Facility (Development Services)
This item seeks approval to expand the janitorial services rendered by Joncowest LLC.

The City Council authorized the Mayor to execute Professional Services Agreement (PSA) Amendment No. 1 with Joncowest LLC for augmented monthly janitorial services at a cost of $880.00/month.

G. Rejection of Bids for Requests for Proposals (RFP) 2022-02 Sterns Park Improvement Project (Development Services)
Bids for Requests for Proposals (RFP) 2022-02 Sterns Park Improvement Project were opened on July 6, 2022. Two bids were received. One was nonresponsive and the second surpassed the appropriated budget, which took into account design, construction and inspection. As a result, staff is recommending the rejection of the submitted bids.

The City Council rejected all bids received for Requests for Proposals (RFP) 2022-02 Sterns Park Improvement Project.

12. DISCUSSION ITEM
A. Economic Development Plan Phase II (Development Services) This item presents for Council's discussion various economic development programs designed to enhance Los Alamitos' economic sustainability and growth.

City Council Regular Minutes
August 15, 2022

Development Services Director Noda summarized the staff report and gave a PowerPoint presentation.

Mayor Hasselbrink requested Council Members be involved in dropping off new residential packets.

Motion/Second: Chirco/Doby
Unanimously Carried: The City Council:

1. Discussed economic development program; and,

2. Authorized Staff to utilize the American Rescue Plan Act (ARPA) funds for the proposed economic development programs.

13. PUBLIC HEARING
A. Comprehensive Update of the City’s Housing Element for the Reporting Period of 2021-2029 (Development Services)
Council will consider approval of a draft comprehensive update of the City’s Housing Element for the reporting period of 2021-2029 and adoption of a Negative Declaration pursuant to the California Environmental Quality Act (CEQA).

Development Services Director Noda summarized the staff report and introduced the City's consultant, Nicole Sauviat Criste of Terra Nova Planning and Research.

Mayor Hasselbrink opened the Public Hearing for public comment. There being no one present wishing to speak, Mayor Hasselbrink closed the Public Hearing for public comment.

Council and Staff discussed opposition to the Regional Housing Needs Assessment (RHNA) numbers, the State's approval process, opposition to unfunded State mandates, and the zoning effects State mandates have on the City's composition.

Motion/Second: Bates/Doby Unanimously Carried: The City Council:

1. Opened the Public Hearing and took testimony; and,

2. Adopted Resolution No. 2022-21, entitled, "A RESOLUTION OF THE

CITY COUNCIL OF THE CITY OF LOS ALAMITOS, CALIFORNIA,

ADOPTIONG A NEGATIVE DECLARATION AND APPROVING GENERAL
PLAN AMENDMENT 21-01, UPDAITING THE LSO ALAMITOS HOUSING ELEMENT (2021-209)."

City Council Regular Minutes
August 15, 2022

14. ADJOURNMENT
The City Council adjourned at 7:01 p.m.

Shelley Hasselbrink, Mayor
Attest:

Windmera Quintanar, MMC, City Clerk

MINUTES OF THE CITY COUNCIL

OF THE CITY OF LOS ALAMITOS
SPECIAL MEETING – August 25, 2022

1. CALL TO ORDER
The City Council met in Special Session at 8:07 a.m. Thursday, August 25, 2022, via videoconference, Mayor Hasselbrink presiding. As a result of the State of Emergency in California due to the threat of COVID-19 and pursuant to Governor Newsom Executive Order N-25-20 issued on March 12, 2020, all members of the City Council attended via videoconference.

2. ROLL CALL

Present: Council Members: Bates, Chirco, Nefulda,
Mayor Pro Tem Chirco, Mayor Murphy

Absent: Council Members: None

Present: Staff: Chet Simmons, City Manager
Michael Daudt, City Attorney
Windmera Quintanar, MMC, City Clerk

3. CONSENT CALENDAR
A. Findings Required by AB 361 for the Continued Use of Teleconferencing for Meetings (Administration)
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.

Motion/Second: Chirco/Bates
Unanimously Carried: The City Council found by a majority vote of the City Council:

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

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,

City Council Special Minutes
August 25, 2022

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.

4. SPECIAL ORDER OF THE DAY
A. November 8, 2022 Election – Consideration of Appointment of Sole City Council Candidate in District 5 (Administration)
On May 16, 2022 the City Council took action calling the General Municipal to be held on Tuesday, November 8, 2022, with Districts 4 and 5 City Council seats up for election. At the close of nomination period, only one candidate was nominated for the District 4 seat. Per Elections Code (EC) Section 10229, when only one person has been nominated for a District seat, the City Council may opt to appoint to office the person who has been nominated or proceed with an uncontested election for the District seat.

Mayor Hasselbrink advised that while she was legally eligible to participate in this discussion, she would prefer to abstain from voting and remove any perception that she was working to benefit herself.

Mayor Hasselbrink disconnected from the video conference. Mayor Pro Tem Doby presided over the remainder of the meeting.

Motion/Second: Chirco/Bates
Unanimously Carried (Hasselbrink recused): The City Council:

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

1. Appointed to the City Council Shelley Hasselbrink, the only candidate nominated for the District 4 seat; and,

2. Adopted Resolution No. 2022-27, entitled, “A RESOLUTION OF

THE CITY COUNCIL OF THE CITY OF LOS ALAMITOS,

CALIFORNIA, PROVIDING FOR THE APPOINTMENT OF
SHELLEY HASSELBRINK TO THE DISTRICT 4 CITY COUNCIL

SEAT OF THIS CITY THAT WAS TO BE ELECTED ON
TUESDAY, NOVEMBER 8, 2022”; and,

City Council Special Minutes
August 25, 2022

3. Directed the City Clerk to prepare the Oath of Office and Certificate of Election for Shelley Hasselbrink for installation at the December 19, 2022, Regular City Council meeting; and,

4. Directed the City Clerk to notify the County of Orange of the cancellation of the District 4 seat at the General Municipal Election on November 8, 2022; and,

5. Directed the City Clerk to refund the deposit of $500.00, as appropriate, for the cost of printing a 200-word candidate statement; and,

14. ADJOURNMENT
The City Council adjourned at 8:13 a.m.

Shelley Hasselbrink, Mayor
Attest:

Windmera Quintanar, MMC, City Clerk

City of Los Alamitos

CITY COUNCIL AGENDA REPORT
MEETING DATE: September 19, 2022 ITEM NUMBER: 8B
To: Mayor Shelley Hasselbrink & Members of the City Council Presented By: Michael 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
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 teleconference during a Governor-proclaimed state of emergency provided that certain findings are made by the legislative body, and provided that certain procedural requirements are met regarding public access to the meetings. 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. 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.

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.

DISCUSSION
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 distancing (Cal Gov’t Code Sec. 54953(e)(3))
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 COVID19 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 , 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.

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 , or otherwise be recognized for the purpose of providing public comment.

FISCAL IMPACT
None.

Attachment: None

City of Los Alamitos

CITY COUNCIL AGENDA REPORT
MEETING DATE: September 19, 2022 ITEM NUMBER: 8C
To: Mayor Shelley Hasselbrink & Members of the City Council Presented By: Craig Koehler, Director of Finance
Subject: Resolution No. 2022-29 - Designation of City Treasurer

SUMMARY
This report seeks consideration of a resolution designating Finance Director Craig Koehler as City Treasurer.

RECOMMENDATION
Adopt Resolution 2022-29, entitled, “A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF LOS ALAMITOS, CALIFORNIA, APPOINTING CRAIG KOEHLER, FINANCE DIRECTOR,

AS CITY TREASURER OF THE CITY OF LOS ALAMITOS AND REPEALING RESOLUTION NO. 2020-04 IN ITS ENTIRETY.”

BACKGROUND
Los Alamitos Municipal Code, Section 2.16.030, states “The City Treasurer shall be appointed by the council and shall serve at its pleasure. The appointment of the City Treasurer shall be by resolution of the city council.” On March 16, 2020, the City Council adopted Resolution No. 2020-04, which designated City Manager, Chet Simmons, as the City Treasurer. This item was discussed with the Budget Standing Committee at its July 27 Special Meeting and recommend for approval by City Council.

DISCUSSION
The City Council shall appoint the City Treasurer by resolution as per Municipal Code Section

2.16.030. It is customary for the Finance Director to serve as the City Treasurer. Currently, the City Manager is appointed as the City Treasurer. This action was taken because the Finance Director position was being held by an Interim Director. Craig Koehler was appointed permanent Finance Director on July 19, 2021. Staff is recommending appointing Finance Director Craig Koehler to serve as City Treasurer.

FISCAL IMPACT
None.

Attachment: 1. Resolution 2022-29 - City Treasurer

RESOLUTION NO. 2022-29

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LOS

ALAMITOS, CALIFORNIA, APPOINTING CRAIG KOEHLER,

FINANCE DIRECTOR, AS CITY TREASURER OF THE CITY OF
LOS ALAMITOS AND REPEALING RESOLUTION NO. 2020-04

IN ITS ENTIRETY
WHEREAS, the City Charter of the City of Los Alamitos provides for a City Treasurer whose duties and responsibilities are more specifically therein defined; and,
WHEREAS, Los Alamitos Municipal Code, Section 2.16.030, states “The city treasurer shall be appointed by the council and shall serve at its pleasure. The appointment of the city treasurer shall be by resolution of the city council”; and, WHEREAS, Resolution No. 2020-04 appointed City Manager Chet Simmons as City Treasurer; and,
WHERAS, Craig Koehler was appointed permanent Finance Director on July 19, 2021.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LOS
ALAMITOS DOES RESOLVE AS FOLLOWS:

SECTION 1: The City Council of the City of Los Alamitos, California, finds that the above recitals are true and correct.

SECTION 2: That Finance Director, Craig Koehler, is hereby appointed as City Treasurer of the City of Los Alamitos.

SECTION 3: That the City Treasurer shall have all of the powers and duties as set forth in the Government Code of the State of California, the City Charter, and the Los Alamitos Municipal Code.

SECTION 4: That Resolution 2020-04 is hereby repealed in its entirety.

SECTION 5: The City Clerk shall certify as to the adoption of this Resolution.

PASSED, APPROVED, AND ADOPTED this 19th day of September, 2022. _______________________________
Shelley Hasselbrink, Mayor

CC RESO 2022-29

ATTEST:
______________________________
Windmera Quintanar, MMC, City Clerk
APPROVED AS TO FORM:
______________________________
Michael Daudt, City Attorney

STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss

CITY OF LOS ALAMITOS )
I, Windmera Quintanar, MMC, City Clerk of the City of Los Alamitos, do hereby certify that the foregoing Resolution was adopted at a Regular Meeting of the City Council held on the 19th day of September, 2022 by the following vote, to wit:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:
________________________________________
Windmera Quintanar, MMC, City Clerk

City of Los Alamitos

CITY COUNCIL AGENDA REPORT
MEETING DATE: September 19, 2022 ITEM NUMBER: 8D
To: Mayor Shelley Hasselbrink & Members of the City Council Presented By: Craig Koehler, Director of Finance
Subject: Resolution No. 2022-28 - Annual Investment Policy

SUMMARY
This report provides the Council with an update of the City’s Investment Policy and consideration of amendments for allowable investments per State Government Code.

RECOMMENDATION
Adopt Resolution No. 2022-28, entitled, “A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF LOS ALAMITOS, CALIFORNIA, ADOPTING THE STATEMENT OF INVESTMENT POLICY DATED SEPTEMBER 2022.”

BACKGROUND
The Investment Policy provides the guidelines for prudent investment of the City’s reserve cash and outlines the policies essential to ensuring the safety and financial strength of the City’s investment portfolio. The City’s Investment Policy is reviewed on an annual basis for submission and approval by the City Council. The City’s investment portfolio consists primarily of Certificates of Deposit, U.S. Government Agency Securities and investment in the Local Agency Investment Fund (State Investment Pool - LAIF). It should be noted that City’s permitted investments are more restrictive than the State guidelines.

The City’s primary objectives, in order of priority, remain as follows: Safety of principal, Liquidity, and Yield.

While there is investment risk associated with any investment activity, there is also opportunity risk related to inactivity. The goals and objectives will be to actively manage the City’s idle cash to earn a greater yield while keeping safety and liquidity as the first and foremost priority.

DISCUSSION
This item was discussed with the Budget Standing Committee at a Special Meeting held on July 27, 2022 and recommend for approval by the City Council. The Investment Policy is reviewed and presented to Council in November of each year. The last report was dated November 21, 2021, and no changes were recommended. Under the current policy, investments are restricted to U.S. Treasury Notes, Bills, and Bonds, Certificates of Deposit, and LAIF. Attached is a copy of the Council report and current Investment Policy (Attachment 1).

Within the constraints of the current investment guidelines, the investment portfolio has increased from $11.8 million (March 2020) to $19.3 million in a little over two years (March 2020 to May 2022), and resulted in approximately $200 thousand investment revenue. If the Investment Policy would have allowed a wider band of investment instruments allowable under State Government Code, the investment portfolio’s performance could have been enhanced to a level that would have exceeded the earnings that were obtained under the current policy.

In order to maximize the City’s earnings potential on its investment portfolio, and be in compliance with investment guidelines as promulgated by the California Debt Advisory Committee (CDIAC), it is recommended that the Investment Policy be amended to expand the allowable investment instruments to be in line with State Government Code, with the noted excluded exceptions.

Attached is the California Allowable Investments as of January 1, 2022, as defined by CDIAC (Attachment 2). The proposed additional allowable investment instruments include:
 Local Agency Bonds
 State Obligations - CA and Others
 CA Local Agency Obligations
 Bankers’ Acceptances
 Commercial Paper Non-Pooled Funds
 Placement Service and Certificates of Deposits
 Medium Term Notes
 Collateralized Bank Deposits
 Mortgage Pass-Through and Asset-Backed Securities
 County Pooled Investment Funds, and
 Public Bank Obligations.

As previously defined, allowable investment instruments specifically exclude reverse repurchase agreements, derivatives, options, futures, zero coupon bonds, inverse floaters, range notes, first mortgages or trust deeds, collateralized mortgage obligations (CMO’s), limited partnerships, real estate investments trusts (REIT’s), open-end mutual funds, closedend mutual funds, mutual funds with a weighted average maturity greater than 180 days, unregulated and/or uninsured investment pools, common stock, preferred stock, commodities, precious metals, securities with high price volatility, limited marketability (less than three active bidders), securities that may default on interest payments and any other speculative investment deemed inappropriate under the Prudent Investor standard, all having terms of five years or less to maintain liquidity.

FISCAL IMPACT
The City’s pooled investment portfolio is projected to earn the General Fund approximately $180,000 in Fiscal Year 2022-23, which is in line with the amount that has been budgeted for FY2022-23.

Attachment: 1. Resolution 2022-28 - Annual Investment Policy

2. Exhibit A - Investment Policy Redlined

3. Allowable Investments Instruments

4. Appendic C

RESOLUTION NO. 2022-28

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LOS

ALAMITOS, CALIFORNIA, ADOPTING THE STATEMENT OF
INVESTMENT POLICY DATED SEPTEMBER 2022
WHEREAS, Government Code 53646(a) (2) states that the treasurer of a local agency may annually present a statement of investment policy to the legislative body; and,
WHEREAS, it is the City’s policy to annually adopt the Statement of Investment Policy; and,
WHEREAS, the Statement of Investment Policy is intended to provide guidelines for the prudent investment of the City’s temporarily idle cash and to outline the policies for maximizing the efficiency of the City’s cash management system.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LOS ALAMITOS DOES RESOLVE AS FOLLOWS:

SECTION 1. The City Council of the City of Los Alamitos, California, finds that the above recitals are true and correct.

SECTION 2. The City Council of the City of Los Alamitos hereby adopts the Statement of Investment Policy, dated September 2022 attached hereto as Exhibit “A.” SECTION 3. The City Clerk shall certify as to the adoption of this Resolution.

PASSED, APPROVED, AND ADOPTED this 19th day of September, 2022.

Shelley Hasselbrink, Mayor
ATTEST:

Windmera Quintanar, MMC, City Clerk
APPROVED AS TO FORM:

Michael S. Daudt, City Attorney

CC RESO 2022-28

STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss

CITY OF LOS ALAMITOS )
I, Windmera Quintanar, MMC, City Clerk, of the City of Los Alamitos, do hereby certify that the foregoing Resolution was adopted at a Regular meeting of the City Council held on the 19th day of September 2022, by the following vote, to wit:

AYEs: COUNCILMEMBERS:

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:

ABSTAIN: COUNCILMEMBERS:

Windmera Quintanar, MMC, City Clerk

Exhibit A
Attachment 1
City of Los Alamitos
Statement of Investment Policy
September 2022November 2021
This Statement of Investment Policy (“Policy”), as set forth by the City of Los Alamitos (“City”), provides the guidelines for prudent investment of the City’s idle or reserve cash and outlines the policies essential to ensuring the safety and financial strength of the City’s investment portfolio.

This Policy is based on the principles of prudent money management and conforms to all applicable Federal and State Laws governing the investment of public funds. In instances in which the Policy is more restrictive than Federal or State Law, the Policy will supersede.

1. Purpose: This statement sets forth policies which shall govern the investment of the City’s funds.

It will be used by the City Treasurer and other City officials and staff, as well as all other third-party providers of investment or investment related services. Its purpose is to direct the prudent investment and protection of the City’s funds and investment portfolio, in compliance with the requirements of California Government Code Section 53600 et. seq.

2. Application: It is intended that this policy cover all short-term operating funds and investment activities under the direct authority of the City. These funds are described in the City’s annual financial report and include:

General Fund
Special Revenue Funds
Capital Projects Funds
Internal Service Funds
Investment income will be allocated to the various funds based on their respective participation and in accordance with generally accepted accounting principles.

This investment policy does not apply to Bond Proceeds. California Government Code Section 5922(d) authorizes bond, certificates of participation notes and other debt issue proceeds to be invested in accordance with the related offering documentation. This Code Section recognizes the unique needs and objectives of such proceeds.

3. Regulation:

A. Investment Objectives
It is the policy of the City to invest public funds in a manner which will provide for the preservation of capital while meeting the daily cash flow requirements of the City, and attaining a reasonable rate of return within an acceptable and defined level of risk.

The Policy has three primary objectives in order of priority:

Preservation of Capital (Safety) – The protection of principal is the foremost consideration when undertaking investment decisions that affect public funds. The objective is to mitigate credit risk and interest rate risk.

Credit Risk is the risk of loss of principal due to the failure of the security issuer. Credit Risk can be mitigated by:

Limiting investments to the safest types of securities.

Pre-qualifying accountants, auditors, financial institutions, broker/dealers, financial advisors and other outside consultants with which the City does business.

Diversifying the investment portfolio so that potential losses are minimized Interest Rate Risk is the risk that the market value of securities will fall due to a rise in general market interest rates. It is the policy of the City to hold individual securities to maturity in an effort to meet liquidity demands. Interest rate risk can be mitigated by:

Holding individual securities to maturity - Structuring the investment portfolio so that securities mature to meet cash flow requirements for ongoing operations, thereby avoiding the need to sell securities on the open market prior to maturity.

Employing a laddering strategy whereby staggering maturities of individual securities so that bonds come due in increments assuring an overall liquidity pattern.

Limiting maturities of individual securities and the average maturity of the overall portfolio.

Liquidity – the investment portfolio shall remain sufficiently liquid to meet all daily cash flow and operating requirements that may be reasonably expected or anticipated.

Yield – the investment portfolio shall be designed with the objective of attaining a benchmark rate of return throughout budgetary and economic cycles, consistent with the primary objectives of safety and liquidity.

B. Legal and Policy Constraints
The authority governing investments for municipal government agencies is set forth in the California Government Code Section 53600, et. seq. In all instances, the City of Los Alamitos shall comply with the requirements of state law.

In addition to the requirements of state law, it is the investment philosophy of the City to make investment decisions based on an overall passive management style that embodies a prudent investor standard and purchases investments with the intent to hold until maturity.

Accordingly, the City’s conservative philosophy prohibits active trading and speculation; i.e., the purchase of securities with the intent to profit from favorable market changes in market prices or market conditions.

Leveraging or borrowing money for the purpose of investing is specifically prohibited. However, the City may elect to sell a security prior to its maturity and record a capital gain or loss in order to improve the quality, liquidity, or yield of the portfolio in response to market conditions or City needs.

Investments shall be made with judgment and care, under circumstances then prevailing, which persons of prudence, discretion and intelligence exercise in the management of their own affairs, not for speculation, but for investment, considering the probable safety of their capital as well as the probable income to be derived.

C. Safekeeping of Securities
To protect against fraud or embezzlement or losses caused by collapse of an individual securities dealer, all securities owned by the City shall be held in safekeeping by a third- party bank trust department.

Designated third party shall act as agents for the City under the terms of a custody agreement. All trades executed by a dealer will settle delivery vs. payment (DVP) through the City’s safekeeping agent.

Investment officials shall be bonded to protect the public against possible embezzlement or malice.

Securities held in custody for the City shall be independently audited on an annual basis to verify investment holdings.

D. Maturity and Term
California Government Code Section 53601 states that except as otherwise allowed:

No investment shall be made in any security, other than a security underlying a repurchase or reverse repurchase agreement authorized by this section, which at the time of the investment has a term remaining to maturity in excess of five years, unless the legislative body has granted express authority to make that investment either specifically or as a part of an investment program approved by the legislative body no less than three months prior to the investment.

The City of Los Alamitos administers funds according to cash flow requirements. As a result, there is a core of funds that are not necessary for the daily operational needs of the City for paying expenses. From time- to- time market conditions of fixed income markets present opportunities for higher interest rates on high grade securities with a low- risk exposure. It is in the best interest of the City of Los Alamitos to practice a fully diversified investment plan that will ensure safety, liquidity, and the increase of acceptable yield from these situations.

To the extent possible, the City of Los Alamitos will attempt to match its investments with anticipated cash flow requirements.

Maturities of investments will be selected based on liquidity requirements to minimize interest rate risk and maximize earnings. Current and expected yield curve analysis will be monitored and the portfolio will be invested accordingly.

Market risk, the risk of market value fluctuations due to changes in the general level of interest rates, is mitigated by limiting the weighted average maturity of the portfolio along with a laddered structure. The weighted average maturity of the pooled portfolio should not exceed three years. At least 30% of the portfolio should have a maturity of 1 year or less with the balance of the portfolio laddered with maturities ranging from 1 to 5 years. No securities can be purchased with a maturity greater than five years without the prior approval of the City Council.

E. Investment Authority
The City Treasurer is authorized to make investments on behalf of the City of Los Alamitos. Such investments shall only be limited to the instruments authorized under California Government Code Sections 53601 and 53635 and further described in Appendix A and B.

All investments of the City of Los Alamitos shall be approved by the City Manager, or their designee.

No person may engage in an investment transaction except as provided under the terms of this policy and the procedures established by the City Treasurer.

Officers and employees of the City of Los Alamitos involved in the investment process shall refrain from personal business activity that could conflict with proper execution of the investment program, or which could impair their ability to make impartial investment decisions. Employees and investment officials shall disclose to the City Treasurer any material financial interests in financial institutions that conduct business with the City of Los Alamitos, and they shall further disclose any large personal financial/investment positions that could be related to the performance of the City of Los Alamitos, particularly with regard to the time of purchases and sales. The City Treasurer shall make similar disclosures to the City Council.

Under no circumstances shall investment officers or employees accept gifts, trips, or any type of gratuity from individuals or institutions engaged in investment practices with the City of Los Alamitos.

F. Transfer of Investment Funds
The transferring of investment funds will be carried out exclusively by use of telephonic or electronic wire transfers. Each entity with which the City does business shall receive, in writing from the City Treasurer,

a listing which limits transfers of funds to preauthorized bank accounts only. The listing will also contain the names of City staff authorized to request such transfers and will be updated, in writing, for all changes of authorized staff and bank accounts, as necessary.

G. Deposits
Money must be deposited in state or national banks, state or federal savings associations, or state or federal credit unions in the State of California. It may be in inactive deposits, active deposits or interestbearing active deposits. The deposits cannot exceed the amount of the bank’s, savings and loan’s or credit union’s paid up capital surplus.

The bank or savings and loan must secure the active and inactive deposits with eligible securities having a market value of 110% of the total amount of the deposits. The investment officer may, at his/her discretion, waive security for that portion of a deposit which is insured pursuant to federal law. Currently, the first $250,000 of a deposit is federally insured. It is the City’s policy to waive this collateral requirement for the first $250,000 because it is possible to receive a higher rate.

The City will not maintain a deposit that is above the FDIC insured level. This will include the accrued interest on the deposit.

H. Permitted Investments
Investments shall be made only in those instruments specifically authorized by California State laws (Government Code Sections 53600-53609), and to no greater an extent than those authorized by those laws.

The City’s specific permitted investment guidelines are listed in Appendix A, with the noted restricted instrumentsbelow. It should be noted that City’s permitted investments are more restrictive than the State guidelines. A Glossary and a summary of the State of California Statues Applicable to Municipal Investments and is provided in Appendix BA and CB.

Investment Type:

Maximum
Maturity:

Maximum
Percentage
of Portfolio:

Maximum
Investment
in One Issuer
U.S. Treasury Bills, Notes and Bonds 5 Years None None
Federal Agency Obligations 5 Years None None
Negotiable Certificates
of Deposit (CD’s) or Time Deposits* 5 Years 30% None
Non-Negotiable Certificates
of Deposit (CD’s) or Time Deposits* 5 Years None $250,000 Local Agency Investment Fund
(LAIF) N/A None None
* Denotes a collateral requirement either initially, or at a pre-determined threshold. Please refer to Collateral section of the Policy for specific requirements.

State and Federal laws notwithstanding, any investment not specifically described herein including, but not limited to, reverse repurchase agreements, derivatives, options, futures, zero coupon bonds, inverse floaters, range notes, first mortgages or trust deeds, collateralized mortgage obligations (CMO’s), limited partnerships, real estate investments trusts (REIT’s), open-end mutual funds, closed-end mutual funds, mutual funds with a weighted average maturity greater than 180 days, unregulated and/or uninsured investment pools, common stock, preferred stock, commodities, precious metals, securities with high price volatility, limited marketability (less than three active bidders), securities that may default on interest payments and any other speculative investment deemed inappropriate under the Prudent Investor standard are strictly prohibited. In addition, any investment transaction that might impair public confidence in the City of Los Alamitos government is to be avoided.

I. Diversification
The City of Los Alamitos shall diversify its investments by security type and institution. The City recognizes diversification is an investment strategy that will mitigate risk in the investment portfolio. The City’s investment portfolio shall be diversified to avoid incurring unreasonable and avoidable risks with regard to specific investment types. Within investment types, the City shall also maintain a mix of securities to avoid concentrations within individual financial institutions, geographic areas, industry types and maturities. The City will only invest in fixed rate securities.

J. Performance Standards
The investment portfolio shall be designed with the objective of obtaining a rate of return, throughout budgetary and economic cycles, commensurate with investment risk constraints and cash flow needs.

Since the weighted average maturity of the pooled portfolio cannot exceed three years, the investment portfolio shall be designed to attain a market-average rate of return comparable to the Merrill Lynch 1-5 Year Federal Agency Index, on a total return basis, excluding the funds maintained in money market accounts.

K. Reporting
In accordance with California Government Code Sections 53607 and 53646, the City Treasurer and the City Manager shall render quarterly reports to the City Council showing: (a) type of investment; (b) institution; (c) date of maturity; (d) amount of deposit; (e) current market value for all securities with a maturity of more than twelve (12) months; (f) rate of interest on each security; and (g) such other data as the City Council may, from time to time, specify. (This section is applicable when the City Treasurer has invested in other types of securities other than LAIF.) The City Treasurer shall establish an annual process of independent review by an external auditor. This review will provide internal control by assuring compliance with policies and procedures.

L. Policy Review

1. Annual Statement of Investment Policy
The City Treasurer and the City Manager shall annually render to the City Council a Statement of Investment Policy which Statement shall be adopted by the City Council.

2. Periodic Review
To ensure a statement which is consistent with any new relevant legislation and financial trends, the City Treasurer shall periodically report to the City Council proposed changes and amendments to this document for review and approval. In any event, all changes in state law affecting this policy shall be

considered incorporated immediately upon their effective date unless otherwise adopted earlier by action of the City Council.

M. Qualified Dealers
The City of Los Alamitos shall purchase authorized investments either directly from the issuer or shall be purchased either from an institution licensed from the State as a broker dealer, as defined in the Corporations Code, or from a member of the federally regulated securities exchange, from a national or state chartered bank, from a savings association or federal association, or from a brokerage firm designated as a primary or regional government dealer.

The City Treasurer will maintain a list of financial institutions formally authorized to provide investment services. The City Treasurer shall formally authorize investment brokers to provide investment services to the City. Investment Brokers may be Primary Dealers or Regional Brokers and licensed to do business in the State of California. Brokers must complete a broker questionnaire which includes proof of Financial Industry Regulatory Authority (FINRA) certification, proof of State registration and execute a certification that the Broker’s employees and supervisory personnel have read and understand the City’s Investment Policy. The City Treasurer may conduct periodic reviews of the approved list of investment brokers and may remove a firm from the approval list at any time due to any failure to comply with any of the above criteria, failure to execute a transaction, any change in broker/dealer staff, or any action, event or failure to act which, in the sole discretion of the City Treasurer, is materially adverse to the best interest of the City of Los Alamitos.

APPENDIX A -Permitted Investments

DEPOSITORY SERVICES
Active deposits are demand or checking accounts which receive revenues and pay disbursements.

Interest-bearing active deposits are money market accounts at a financial institution (i.e., bank, savings and loan, credit union). These accounts are demand accounts (i.e., checking accounts) with restricted transaction activity.

Inactive deposits are Certificates of Deposit issued in any amount for periods of time as short as fourteen days and as long as several years. Interest must be calculated on a 360 day basis, actual number of days.

Passbook savings account is similar to an inactive deposit except not for a fixed term. The interest rate is much lower than Certificates of Deposit, but the savings account allows for flexibility. Funds can be deposited and withdrawn according to daily operational needs.

INVESTMENT SECURITIES
U.S. Treasury Issues are direct obligations of the United States Government. These issues are called bills, notes, and bonds. The maturity range of new issues is from 13 weeks (T-Bills) to 30 years (TBonds). These are highly liquid and are considered the safest investment security.

Federal Agency Issues are issued by direct U. S. Government agencies or quasi-government agencies.

These issues are guaranteed directly or indirectly by the United States Government. Examples of these securities are Federal Home Loan Bank (FHLB) notes, Federal National Mortgage Association (FNMA) notes, Federal Farm Credit Bank (FFCB) notes, Federal Home Loan Mortgage Corporation (FHLMC) notes, Federal Intermediate Credit Bank (FICB) debentures, Small Business Administration (SBA) notes, Government National Mortgage Association (GNMA) notes, and Student Loan Association (SALLMAE) notes.

Certificates of Deposit are investments for inactive funds issued by banks, savings and loans, and credit unions. Investments of $250,000 are insured respectively by Federal Deposit Insurance Corporation (FDIC), and the National Credit Union Share Insurance Fund (NCUSIF). Certificates of Deposit can be issued from 14 days to several years in maturity allowing the City investment of funds to be matched to cash flow needs. For deposits exceeding $250,000 , the financial institution is required to collateralize the investment with 110% government securities. The City does not accept 150% collateral (First Trust Deeds) or 105% Letters of Credit (L.C.).

A Non-Negotiable Certificate of Deposit is a promissory note issued by a depository institution (such as a bank, credit union, a saving association, etc.) that usually carries a penalty for early withdrawal and does not have a CUSIP.

Negotiable Certificates of Deposit are issued by a nationally or state-chartered bank, a savings association or a federal association (as defined by Section 5102 of the Financial Code), a state or federal credit union, or by a federally licensed or state-licensed branch of a foreign bank and are assigned a CUSIP.

Local Agency Investment Fund (LAIF) is a special fund in the State Treasury which local agencies may use to deposit funds for investment. There is no minimum investment period and the minimum transaction is $5,000, in multiples of $1,000 above that, with a maximum of $50 million for any agency. It offers high

liquidity because deposits can be converted to cash in twenty-four hours and no interest is lost. All interest is distributed to those agencies participating on a proportionate share determined by the amounts deposited and the length of time they are deposited. Interest is paid quarterly by electronic deposit to a designated bank account.

It offers high The State keeps an amount for reasonable costs of making the investments. State law provides that administrative costs are not to exceed 5% of quarterly earnings of the fund. However, if the 13-week Daily Treasury Bill Rate on the last day of the fiscal year is below 1%, then administrative costs shall not exceed 8% of quarterly earnings of the fund for the subsequent fiscal year.

Local Agency Bonds are bonds issued by other local agencies, maximum maturity 5 years, no maximum specified percentage of portfolio, no minimum quality requirements, Government Code 53601(a).

State Obligations – CA and others are obligations issued by California and other states, maximum maturity 5 years, no maximum specified percentage of portfolio, no minimum quality requirements, Government Code 53601(c)(d).

California Local Agency Obligations are obligations issued by local agencies within California, maximum maturity 5 years, no maximum specified percentage of portfolio, no minimum quality requirements, Government Code 53601(e).

Bankers’ Acceptances are a negotiable piece of paper that functions like a post-dated check. A bank, rather than an account holder, guarantees the payment. Banker's acceptances (also known as bills of exchange) are used by companies as a relatively safe form of payment for large transactions. BAs can also be short-term debt instruments, similar to U.S. Treasury bills, that trade at a discount to face value, maximum maturity 180 days, specified at 40% maximum percentage of portfolio, no minimum quality requirements, Government Code 53601(g).

Placement Service Deposits are deposit placement services, which enables funds to be placed in demand deposit accounts, money market deposit accounts, or both, maximum maturity 5 years, specified 50% maximum percentage of portfolio, no minimum quality requirements, Government Code 53601.8 and 53635.8.

Placement Service Certificates of Deposit are certificates of deposit placed by a service on behalf of banks and credit unions that are FDIC or NCUA insured, 5 years maximum maturity, specified 50% maximum percentage of portfolio, no minimum quality requirements, Government Code 53601.8 and 53635.8.

Collaterized Bank Deposits are protected public funds backed by a collateriztion agreement to protect the principal in the event of failure by the financial institution, maximum maturity 5 years, no maximum specified percentage of portfolio, no minimum quality requirements, Government Code 53630 et seq, and 53601(n).

Mortgage Pass-Through and Asset-Backed Securities are pools of fixed-income securities backed by a package of assets. A servicing intermediary collects the monthly payments from issuers and, after deducting a fee, remits or passes them through to the holders of the pass-through security or entities who have invested in it). A pass-through security is also known as a "pay-through security" or a "pass-through certificate "though technically the certificate is the evidence of interest or participation in a pool of assets that signifies the transfer of payments to investors; it's not the security itself; maturity maximum maturity 5 years or less; specified maximum of 20% of portfolio; AA rating or better; Government Code 53061(o).

Commercial Paper Non- Pooled Funds (under $100 million investments) – are short-term money market instruments that is used for obtaining short-term funding secured by a promissory note; maximum maturity 180 days or less, specified maximum of 25% of portfolio, rating of highest letter by NRSRO, Government Code 53601(h)(2)(c).

Medium Term Notes – are securities that are collaterized in an amount equal to their full outstanding principal amount; maximum maturity 5 years or less, specified maximum 30% of portfolio, A rating or better, Government Code 53601(k).

County Pooled Investment Funds are investments that are combined in a pool from all participating members and share in the performance of the pooled money; generally large county pools like Orange County Investment Pool (OCIP), no specified maturity but would default to 5 years maximum, no maximum specified percentage of portfolio, no minimum quality requirements, Government Code 27133.

Public Bank Obligations are obligations issued by a public bank or financial institution, in which a state, municipality, or public actors are the owners. It is an enterprise under government control. Prominent among current public banking models are the Bank of North Dakota, the German public bank system, and many nations’ postal bank systems, maximum maturity 5 years, no specified percentage of portfolio, no minimum quality requirements, Government Code 53601(r), 53635(c), and 57603.

The State keeps an amount for reasonable costs of making the investments. State law provides that administrative costs are not to exceed 5% of quarterly earnings of the fund. However, if the 13-week Daily Treasury Bill Rate on the last day of the fiscal year is below 1%, then administrative costs shall not exceed 8% of quarterly earnings of the fund for the subsequent fiscal year.

CUSIP (Committee on Uniform Security Identification Procedures) is a nine-character alphanumeric code that identifies a North American financial security for the purposes of facilitating clearing and settlement of trades.

APPENDIX B

ALLOWABLE INVESTMENT INSTRUMENTS PER STATE GOVERNMENTCODE (AS OF JANUARY 1, 2021)A APPLICABLE TO ALL LOCAL AGENCIESB
See “Table of Notes for Figure 1” on the next page

INVESTMENT TYPE
for footnotes relat

MAXIMUM

MATURITYC
ed to this figure.

MAXIMUM

SPECIFIED
% OF

PORTFOLIOD

MINIMUM

QUALITY

REQUIREMENTS

GOV'T CODE

SECTIONS
Local Agency Bonds 5 years None None 53601(a)
U.S. Treasury Obligations 5 years None None 53601(b)
State Obligations—
CA And Others 5 years None None 53601(c)
53601(d)
CA Local Agency Obligations 5 years None None 53601(e)
U.S Agency Obligations 5 years None None 53601(f)
Bankers’ Acceptances 180 days 40%E None 53601(g)
Commercial Paper—Non-Pooled FundsF
(under $100,000,000 of investments)
270 daysor
less
25% of the agency’s
money
G
Highest letter and
number rating by an
NRSROH
53601(h)(2)(c)
Commercial Paper—Non-Pooled Funds
(min. $100,000,000 of investments)
270 daysor
less
40% of the agency’s
money
G
Highest letter and
number rating by an
NRSROH
53601(h)(2)(c)
Commercial Paper—
Pooled FundsI
270 daysor
less
40% of the agency’s
money
G
Highest letter and
number rating by an
NRSROH
53635(a)(1)
Negotiable Certificates of Deposit 5 years 30%J None 53601(i) Non-negotiable Certificates of Deposit 5 years None None 53630 et seq.

Placement Service
Deposits 5 years 50%K None 53601.8 and 53635.8
Placement Service
Certificates of Deposit 5 years 50%K None 53601.8 and 53635.8 Repurchase Agreements 1 year None None 53601(j)
Reverse Repurchase Agreements and
Securities Lending Agreements 92 daysL
20% of the base value of
the portfolio NoneM 53601(j)
Medium-Term NotesN
5 yearsor
less 30% “A” rating category or itsequivalent or better 53601(k) Mutual Funds And Money
Market Mutual Funds N/A 20% MultipleP,Q 53601(l) and53601.6(b) Collateralized Bank DepositsR 5 years None None 53630 et seq.and 53601(n)

Mortgage Pass–Through and Asset–
Backed Securities
5 yearsor
less 20% “AA” rating category or
its equivalent or better 53601(o)
County Pooled
Investment Funds N/A None None 27133
Joint Powers Authority Pool N/A None MultipleS 53601(p) Local Agency Investment Fund (LAIF) N/A None None 16429.1 Voluntary Investment Program FundT N/A None None 16340
Supranational ObligationsU
5 yearsor
less 30% “AA” rating category or
its equivalent or better 53601(q)
Public Bank Obligations 5 years None None 53601(r), 53635(c) and 57603
14 LOCAL AGENCY INVESTMENT GUIDELINES

Exhibit A
TABLE OF NOTES FOR FIGURE 1
A Sources: Sections 16340, 16429.1, 27133, 53601, 53601.6, 53601.8, 53630 et seq., 53635, 53635.8, and 57603. B Municipal Utilities Districts have the authority under the Public Utilities Code Section 12871 to invest in certain securities not addressed here. C Section 53601 provides that the maximum term of any investment authorized under this section, unless otherwise stated, is five years. However, the legislative body may grant express authority to make investments either specifically or as a part of an investment program approved by the legislative body that exceeds this five year remaining maturity limit. Such approval must be issued no less than
three months prior to the purchase of any security
exceeding the five-year maturity limit. D Percentages apply to all portfolio investments regardless of source of funds. For instance, cash
from a reverse repur-chase agreement would be
subject to the restrictions.

E No more than 30 percent of the agency’s money may be in bankers’ acceptances of any one commercial bank.

F Includes agencies defined as a city, a district, or other local agency that do not pool money in deposits or investment with other local agencies, other than local agencies that have the same governing body. G Local agencies, other than counties or a city and county, may purchase no more than 10 per- cent of the outstanding commercial paper and medium-term notes of any single issuer. H Issuing corporation must be organized and operating within the U.S., have assets in excess of $500 million, and debt other than commercial paper must be in a rating category of "A" or its equivalent or higher by a nationally recognized statistical rating organization, or the issuing corporation must be organized within the U.S. as a special purpose corporation, trust, or LLC, have program wide
credit enhancements, and have commercial paper
that is rated “A-1” or higher, or the equivalent, by a nationally recognized statistical rating agency.

I Includes agencies defined as a county, a city and county, or other local agency that pools money in deposits or investments with other local agencies, including local agencies that have the same governing body. Local agencies that pool exclusively with other local agencies that have the same governing body must adhere to the limits set
forth in Section 53601(h)(2)(C).

J No more than 30 percent of the agency’s money may be in negotiable certificates of deposit that are authorized under Section 53601(i). K Effective January 1, 2020, no more than 50 percent of the agency’s money may be invested in
deposits, including certificates of deposit, through
a placement service as authorized under 53601.8
(excludes negotiable certificates of deposit authorized under Section 53601(i)). On January 1, 2026, the maximum percentage of the portfolio reverts back to 30 percent. Investments made pursuant to 53635.8 remain subject to a maximum of 30 percent of the portfolio.

L Reverse repurchase agreements or securities
lending agreements may exceed the 92-day
term if the agreement includes a written codicil guaranteeing a minimum earning or spread for the entire period between the sale of a security using
a reverse repurchase agreement or securities
lending agreement and the final maturity dates of the same security. M Reverse repurchase agreements must be made with primary dealers of the Federal Reserve Bank of New York or with a nationally or state chartered
bank that has a significant relationship with the
local agency. The local agency must have held
the securities used for the agreements for at
least 30 days. N
“Medium-term notes” are defined in Section 53601
as “all corporate and depository institution debt securities with a maximum remaining maturity of five years or less, issued by corporations organized
and operating within the United States or by depository institutions licensed by the United States or any state and operating within the United States.” O No more than 10 percent invested in any one mutual fund. This limitation does not apply to money market mutual funds.

P A mutual fund must receive the highest ranking
by not less than two nationally recognized rating
agencies or the fund must retain an investment advisor who is registered with the SEC (or exempt from registration), has assets under management
in excess of $500 million, and has at least
five years' experience investing in instruments authorized by Sections 53601 and 53635. Q A money market mutual fund must receive the highest ranking by not less than two nationally recognized statistical rating organizations or
retain an investment advisor registered with the SEC or exempt from registration and who has not less than five years' experience investing in money market instruments with assets under management in excess of $500 million. R Investments in notes, bonds, or other obligations under Section 53601(n) require that collateral be placed into the custody of a trust company or the trust department of a bank that is not affiliated with the issuer of the secured obligation, among other specific collateral requirements.

S A joint powers authority pool must retain an
investment advisor who is registered with the SEC (or exempt from registration), has assets under management in excess of $500 million, and has at least five years' experience investing in instruments authorized by Section 53601, subdivisions (a) to (o). T Local entities can deposit between $200 million and $10 billion into the Voluntary Investment Program Fund, upon approval by their governing bodies. Deposits in the fund will be invested in the Pooled Money Investment Account. U Only those obligations issued or unconditionally guaranteed by the International Bank for Reconstruction and Development (IBRD), International Finance Corporation (IFC), and
Inter-American Development Bank (IADB), with a maximum remaining maturity of five years or less.

CALIFORNIA DEBT AND INVESTMENT ADVISORY COMMISSION

'

ALLOWABLE INVESTMENT INSTRUMENTS PER STATE GOVERNMENT
CODE (AS OF JANUARY 1, 2022)A APPLICABLE TO ALL LOCAL AGENCIES8 See 'Table of Notes for Figure 1" on the next page for footnotes related to this figure . .:tJf.1,;@1,!J�
��� rn'.'\"ffl:T\v;J �!J:2'. .. l::IIJ!UI
�f;.\1,!J;Jlru . (!Ji
�1r
lttliltl■ll�f:zl.•.gill�
.. �0E
Local Agency Bonds 5years None None
U.S. Treasury Obligations 5 years None None
State Obligations- 5 years None None CA And Others
CA Local Agency Obligations 5 years None None
U.S Agency Obligations 5 years None None
Bankers' Acceptances 180days 4QOfoE None
Commercial Paper-Non-Pooled Funds' 270days 25%of the Highest letter and (under $100,000,000 of investments) or less agency's money" number rating by an NRSROH
Commercial Paper-Non-Pooled Funds 270days 40%ofthe Highest letter and (min. $100,000,000 of investments) or less agency's money" number rating by an NRSROH
Commercial Paper- 270days 40%ofthe Highest letter and
Pooled Funds' or less agency's money" number rating by an NRSRQH
Negotiable Certificates of Deposit 5 years 30%J None
Non-negotiable Certificates of Deposit 5 years None None Placement Service 5 years 500foK None Deposits
Placement Service 5 years 500foK None Certificates of Deposit Repurchase Agreements 1 year None None
Reverse Repurchase Agreements and 92 daysL 20% of the base None" Securities Lending Agreements value of the portfolio Medium-Term NotesN 5 years 30% "A:' rating category or
or less its equivalent or better
Mutual Funds And Money N/A 20% MultipleP
,
a
Market Mutual Funds
Collateralized Bank DepositsR 5 years None None
· Mortgage Pass-Through and 5 years 20% "Ali' rating category or Asset-Backed Securities or less its equivalent or better County Pooled N/A None None Investment Funds
Joint Powers Authority Pool N/A None Multiple8
Local Agency Investment Fund (LAIF} N/A None None
Voluntary Investment Program Fund1 N/A None None
Supranational Obligationsu 5 years 30% "Ali' rating category or or less its equivalent or better
Public Bank Obligations 5 years None None

LOCAL AGENCY INVESTMENT GUIDELINES
�
.. , .... fl.J>' ... ..,,
53601(a)
53601{b)
53601(c)
53601(d)
53601(e)
53601 (f)
53601(9)
53601 (h)(2)(c)
53601 (h)(2)(c)
53635(a){ 1)
53601{i)
53630 et seq.
53601,8 and 53635.8
53601.8 and 53635.8
53601(j)
53601(j)
53601{k)
53601(1)and
53601.6(b)
53630 et seq.
and 53601 (n)
53601(0)
27133
53601(p)
16429.1
16340
53601(q)
53601 (r), 53635(c)
and 57603
12 Attachment 2

Attachment 2

City of Los Alamitos

CITY COUNCIL AGENDA REPORT
MEETING DATE: September 19, 2022 ITEM NUMBER: 8E
To: Mayor Shelley Hasselbrink & Members of the City Council Presented By: Ron Noda, Development Services Director
Subject: Approval fo the Revised Request for Proposals (RFP) 2022-02 Sterns Park Improvement Project

SUMMARY
This item facilitates the solicitation of bids for contractual services for the design, preparation of plans and specifications, engineer's estimate, construction management, and inspection services for the Sterns Park Improvement Project (RFP 2022-02)

RECOMMENDATION

1. Approve the Request for Proposals (RFP) 2022-02 for the design, preparation of plans and specifications, engineer's estimate, construction management and inspection services for the Sterns Park Improvement Project; and,

2. Authorize Staff to advertise and solicit bid proposals.

BACKGROUND
Sterns Park, located at 3871 Farquhar Avenue, is approximately 16,500 square feet (or .38 acres) that services the western part of Apartment Row, the Old Dutch Haven and Suburbia neighborhoods. Sterns Park consists of a playground structure with wood chips, picnic seating, and a sandpit area with play equipment. The playground structure was last updated in June 1997.

Following the approval of the initial Requests for Proposals (RFP) in June 2022, two bids were submitted in response to the RFP at the time of bid opening on July 6, 2022. The first bid from Hirsch & Associates, Inc. was deemed unresponsive as it did not provide all the information required by the RFP. The second bid was received from Willdan Engineering, in the amount of $327,908. Based upon the bids received and in consideration of the anticipated cost for the construction portion of the project, the City did not have the budget to proceed as originally identified and all bids were rejected at the August 15, 2022 Council meeting.

DISCUSSION
Parks and playgrounds are essential to establish and maintain the quality of life in the community, ensuring health of families and youth, and contributing to economic and environmental well-being. Playground equipment typically has a service life of twenty years, making the existing play structure 25 years old.

The proposed design will not only update the Americans with Disabilities Act (ADA) components and safety elements of Sterns Park, but will also transform the park into an allinclusive park that will allow all children to play. The objective is to secure a timely, consistent, and cost-effective agreement where the selected firm will render design plans, project and construction management and inspection services. In order to secure a qualified firm to provide the described services, a Request for Proposals (RFP) has been prepared to seek proposals from qualified firms.

RFP 2022-02 is intended to solicit bids from a qualified firm, which specializes in providing design plans, plans and specifications, engineer’s estimate, project and construction management and inspection services. The selected firm will provide the stated services for the Sterns Park Improvement Project.

Some of the major changes between the initial RFP and the proposed revision involve the inclusion of a tentative schedule for the project in its entirety, along with a refinement to the proposal schedule of the RFP. With these changes, it is expected that the City will be in receipt of comprehensive responses that will provide the ability to proceed into the next phase of the project swiftly.

In an effort to refine the initial RFP, the following project timeline has been identified:

DESCRIPTION DATE
Award Plans & Specs, Construction Management
Services Contract
November 21, 2022
Approve Construction Bid Package February 20, 2022
Award Construction Contract April 17, 2023
Procurement/Construction May 2023-November 2023
Approval of Notice of Completion November 20, 2023
The scope of service sought from this RFP will include but is not limited to the following:

Project Design

1. LED security area Lighting

2. All-inclusive accessible playground with rubberized surfacing

3. Rubberized surfacing

4. Shade Shelter Architectural Design

5. Site Amenities

6. Walking Paths and General Pedestrian Circulation

7. Playground and Fitness Stations

8. Tree Preservation

9. Irrigation and Planting

10. Final Construction Drawings, Specifications and Cost Estimate Project Construction Management

1. Review plans, specifications, and all other contract and construction related documents.

2. Assist the City with public awareness and information program to keep residents and local stakeholders informed of the project status, along with impacts to traffic flow circulation, including answering public questions about the project.

3. Ensure contractor distributes public construction notices and places construction and information signs.

4. Closely review the schedule and advise contractor to take action on schedule deviations.

5. Monitor and coordinate activities of design engineering support, surveying, testing and work by utility companies or other agencies.

6. Evaluate and respond to contractor’s requests for clarification of plans and specifications.

7. Ensure all questions, conflicts and issues are immediately brought to the City’s attention and addressed with appropriate directive to contractor.

Construction Inspection Services

1. Conduct a field investigation of the project area to become familiar with the existing facilities and the project environment.

2. Verify and monitor that the contractor conforms to the design survey line and grades.

3. Attend weekly progress meetings with the City’s construction manager, contractor, and subcontractors.

4. Inspector will provide full-time and as-needed construction inspections of the work to monitor materials and methods for compliance with plans, specifications, and contract documents; and address and document non-conforming items as they are discovered.

5. Monitor compliance with Clean Air Act and the Clean Water Act (National Pollutant Discharge Elimination System – NPDES best management services). Also, monitor the contractors' compliance with approved SWPPP.

6. Ensure compliance with Underground Service Alert notification/delineation.

As proposed, this RFP will solicit services from a qualified firm to provide the described services. Once properly noticed, staff will bring this item before Council at a future meeting for awarding. Following the awarding of this RFP, staff will work with the selected firm to prepare the RFP that will ultimately seek a contractor to procure and complete the improvements at Sterns Park.

Once a firm is selected for the design plans, preparation of plans and specifications, engineer's estimate, project and construction management, and inspection services, a contract will be established for a term that will run for one year, with two (2) possible one-year extensions from the established date.

The following is an approximate timeline for awarding of the contract related to RFP 2022-02:
 09/19/22 City Council approval of RFP 2022-02 specifications  09/21/22 Advertise project
 09/28/22 Advertise project
 10/05/22 Advertise project
 10/20/22 Bid opening
 11/15/22 City Council Award of Contract

FISCAL IMPACT
The City is in receipt of Community Development Block Grant (CDBG) funding to assist with the cost of the project. The remaining funding for this service will be expended out of FY 2022- 2023 via Account No. 10-570.5501.

Attachment: 1. RFP 2022-02 Sterns Park Improvement Project - Concept

2. RFP 2022-02 Sterns Park Improvement Project - Revised September 2022

Request For Proposal 2022-02
Sterns Park Improvement Project
City of Los Alamitos
1 | P a g e
City of Los Alamitos
Request for Proposal (RFP) 2022-02
Project Management for
Sterns Park Improvement Project
FOR
Development Services Department
Attn: Ron Noda
Development Services Director
3191 Katella Avenue
Los Alamitos, California 90720
(562) 431-3538, Extension 500
(562) 493-1255 Fax
Email: [email protected]
DATED: September 19, 2022
Deadline/Bid Opening Date:

Must be received by 10:00am
Thursday, October 20, 2022
RFP Available at http://www.cityoflosalamitos.org

Request For Proposal 2022-02
Sterns Park Improvement Project
City of Los Alamitos
2 | P a g e

TABLE OF CONTENTS

PROJECT MANAGEMENT FOR

STERNS PARK IMPROVEMENT PROJECT
REQUEST FOR PROPOSAL (RFP) 2022-02

IN THE CITY OF LOS ALAMITOS, CALIFORNIA

SECTION
NOTICE INVITING SEALED PROPOSALS............................................................................A PROPOSAL RESPONSE REQUIREMENTS………………………………………………….B
BACKGROUND AND PROJECT EXPECTATIONS…………………………………………C
SCOPE OF SERVICES...............................................................................................................D PROPOSAL SCHEDULE ...........................................................................................................E STERNS PARK IMPROVEMENT PROJECT AGREEMENT..................................................F

Request For Proposal 2022-02
Sterns Park Improvement Project
City of Los Alamitos
3 | P a g e

SECTION A

NOTICE INVITING SEALED BIDS

PROJECT MANAGEMENT FOR

STERNS PARK IMPROVEMENT PROJECT
REQUEST FOR PROPOSAL (RFP) 2022-02

IN THE CITY OF LOS ALAMITOS, CALIFORNIA

Request For Proposal 2022-02
Sterns Park Improvement Project
City of Los Alamitos
4 | P a g e

NOTICE INVITING PROPOSALS

CITY OF LOS ALAMITOS
Development Services Department
NOTICE OF REQUEST FOR PROPOSALS 2022-02
Sealed proposals will be received at the office of the City Clerk of the City of Los Alamitos, 3191 Katella Avenue, Los Alamitos, California 90720 until 10:00 AM on Tuesday, October 20, 2022 as follows:

STERNS PARK IMPROVEMENT PROPOSAL
Proposals must be submitted on the City’s Request for Proposal Forms and submitted in sealed envelopes marked on the outside, “SEALED PROPOSAL FOR PROJECT MANAGEMENT FOR STERNS PARK IMPROVEMENT PROJECT RFP 2022-02. DO NOT OPEN WITH REGULAR MAIL.”
The contract will consist of Plans, Specifications, Engineer’s Estimate (PS&E) for bid, Construction Management and Inspection Services for the Sterns Park Improvement Project.

This Park Project is located at 3871 Farquhar Avenue (approximately .38 acres). This project is partially federally funded.

City of Los Alamitos
Ron Noda
Development Services Director
3191 Katella Avenue
Los Alamitos, CA 90720

Request For Proposal 2022-02
Sterns Park Improvement Project
City of Los Alamitos
5 | P a g e

SECTION B

PROPOSAL RESPONSE REQUIREMENTS

PROJECT MANAGEMENT FOR

STERNS PARK IMPROVEMENT PROJECT
REQUEST FOR PROPOSAL (RFP) 2022-02

IN THE CITY OF LOS ALAMITOS, CALIFORNIA

Request For Proposal 2022-02
Sterns Park Improvement Project
City of Los Alamitos
6 | P a g e

PROJECT MANAGEMENT FOR

STERNS PARK IMPROVEMENT PROJECT
REQUEST FOR PROPOSAL (RFP) 2022-02

IN THE CITY OF LOS ALAMITOS, CALIFORNIA
Proposal Response Requirements
The purpose of this Request for Proposal (RFP) is to solicit and select contractor(s) to provide design plans, specifications, engineers estimate for bid (PS&E), project and construction management, and inspection services for the Sterns Park Improvement Project. Under the direction of the Development Services Director, the selected contractor would serve in the described capacity.

All services provided by the Contractor shall be performed by individuals, who meet the qualification, standards, and requirements for the position. The successful Contractor(s) shall also have the resources to provide effective and timely services including providing customer service to the City of Los Alamitos.

Proposers shall submit Proposal on or before the Submittal Deadline. If discrepancies are found between the copies, or between the original and copy or copies, the “ORIGINAL” will provide the basis for resolving such discrepancies. If no document can be identified as original bearing original signatures, Proposer's Proposal may be rejected at the discretion of the City.

It is imperative that all Contractor(s) responding to the RFP comply exactly and completely with the instructions set forth herein. Proposals must be concise but with sufficient detail to allow accurate evaluation and comparative analysis. Proposals should be straightforward and provide "layman" explanations of technical terms that are used. Emphasis should be concentrated on conforming to the RFP instructions, responding to the RFP requirements, and on providing a complete and clear description of the proposal. Proposal should be concise and be able to properly convey all information.

All requests for information (RFP’s) shall be submitted to the City no later than October 10, 2022 at 10 a.m.

Withdrawal of proposals shall not be permitted for a period of sixty (60) days after the date set for the opening thereof. The City reserves the right to reject any and all proposals.

Request For Proposal 2022-02
Sterns Park Improvement Project
City of Los Alamitos
7 | P a g e
Section II – Additional Proposal Response Requirements
A: Letter of Transmittal
Please include a brief introduction and history of your firm. Be sure to state why you believe that your firm is the best qualified to provide such services to the City of Los Alamitos.

B: Contractor Data
Please submit the following information:

1. Official firm name and address

2. Name, address, telephone number and email address of the Proposer’s point of contact

3. Indicate what type of entity (corporation, Contractor, joint venture, etc.). Please enclose a copy of the Joint Venture Agreement if entity is a joint venture

4. Federal Employer I.D. Number

5. The address, telephone numbers, and fax numbers of each of your firm’s locations

6. A detailed statement indicating whether Proposer is entirely or partially owned by another business organization or individual

7. Number of years Proposer has been in business under the present business name

8. All comparable contracts currently in effect

9. Please describe areas of specialization provided by the Proposer

10. Any failures or refusals to complete a contract and explanation

11. Financial interests in other lines of business

12. Known conflicts of interest
C: Proposal
The proposal shall clearly address all of the information requested herein. To achieve a uniform review process and obtain the maximum degree of comparability, it is required for the proposal to be organized, and contain all information as specified below:

1. Letter of Introduction, to include an understanding of the scope of services

2. The firm’s approach to delivering the scope of services

3. Brief Contractor profile and number of years the firm has been in business

4. Location of principal office that will be responsible for the implementation of any contracts

5. Description of the professional qualifications of the personnel who will be assigned to work in the City of Los Alamitos. While the Contractor(s) may propose any staffing scenario to effectively perform the services, the proposal shall identify the key personnel who will be assigned to perform the services and how, where, and when those services will be provided.

Request For Proposal 2022-02
Sterns Park Improvement Project
City of Los Alamitos
8 | P a g e

6. Three references to include: entity name, contact name, address and phone number of the organization, length of time services were provided, and a description of the services provided.

7. Cost Proposal (including hourly rate) for Services. The method of payment upon negotiation of an agreement shall be monthly payments based upon satisfactory progress and the submission of requests for payments. This should include hourly billable costs of each team member; project manager, associate and various titles.

If fixed fee for compensation, payment subject to accepted percentage completion.

8. Accurate list of all personnel who have any relationship to work performed within the scope of this Agreement. List data shall indicate personnel by building(s) in which they are assigned to work, and must include full names.

9. Any other information, which should be considered, such as any special services or construction management philosophy, which define your firm’s practices.

10. If contracted in the future, the firm will be required to have professional liability insurance including liability at a minimum of one million per occurrence, worker’s compensation. The proposal shall state whether the firm could provide such insurance proof of coverage at time of any contract execution.

11. The firm will be required to have and provide proof of insurance and indemnify the City in accordance with the City’s insurance requirements. The proposal shall state that such insurances will be in force at time of contract execution.

The City of Los Alamitos reserves the right to accept or reject any and all proposals, or any portion of any proposal, or to waive any irregularities or informalities in the proposal or in the proposal process, or to make the award on the basis of that item or combination or items which, in its opinion, serves the best interest of the City. Services shall not commence until the Professional Services Agreement is executed by the City. Responses to this Request for Proposal become the property of the City.

Request For Proposal 2022-02
Sterns Park Improvement Project
City of Los Alamitos
9 | P a g e
Section III - General Conditions

3.1 Authorized Signatures
Every Proposal must be signed by the person or persons legally authorized to bind the Proposer to a contract for the execution of the work. Upon request of the City, any agent submitting a Proposal on behalf of a Proposer shall provide a current power of attorney certifying the agent’s authority to bind the Proposer. If an individual makes the Proposal, his or her name, signature, and post office address must be shown. If a firm or partnership makes the Proposal, the name and post office address of the firm or partnership and the signature of at least one of the general partners must be shown. If a corporation makes the Proposal, the Proposal shall show the name of the state under the laws of which the corporation is chartered, the name and post office address of the corporation and the title of the person signing on behalf of the corporation.

3.2 Award of Proposal
Award will be made to the Proposers offering the most advantageous Proposal after consideration of all criteria set forth in this RFP. The criteria are not listed in any order of preferences. An Evaluation Committee will be established by the City. The Committee will evaluate all Proposals received in accordance with the Evaluation Criteria. The City reserves the right to establish weight factors that will be applied to the criteria depending upon order of importance. Weight factors and evaluation scores will not be released until after award of Request for Proposal. The City shall not be obligated to accept the lowest priced Proposal but will make an award in the best interests of the City after all factors have been evaluated.

Discussions may, at the City's option, be conducted with responsible Proposers who submit Proposals determined to be potentially selected for an award. Discussions may be for the purpose of clarification to assure full understanding of, and responsiveness to, the solicitation requirements. Proposers shall be accorded fair and equal treatment with respect to any opportunity for discussion and written revision of Proposals. In conducting discussions, the City will not disclose information derived from Proposals submitted by competing Proposers.

3.3 Cancellation of Solicitation
The City may cancel this solicitation at any time.

3.4 Compliance with Laws
All Proposals shall comply with current federal, state, and other laws relative thereto.

3.5 Contract Documents, Examination Of:

It is the responsibility of the Proposer to thoroughly examine and be familiar with these RFP documents, general conditions, all forms, specifications, and addenda (if any), referred to as Contract Documents. Proposer shall be satisfied as to the character, quantity, and quality of work to be performed and materials, labor, supervision, necessary to perform the work as specified by the Contract Documents. The failure or neglect of the Proposer to examine the Contract Documents shall in no way relieve them from any obligations with respect to the solicitation or contract. The submission of a Proposal shall constitute an acknowledgment upon

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which the City may rely that the Proposer has thoroughly examined and is familiar with the Contract Documents. The failure or neglect of a Proposer to receive or examine any of the Contract Documents shall in no way relieve them from any obligations with respect to the Proposal. No claim will be allowed for additional compensation that is based upon a lack of knowledge of any solicitation document.

3.6 Costs
The City is not liable for any costs incurred by Proposers before entering into a formal contract.

Costs of developing the Proposal or any other such expenses incurred by the Proposer in responding to the RFP, are entirely the responsibility of the Proposer, and shall not be reimbursed in any manner by the City. No reimbursable cost may be incurred in anticipation of award.

3.7 Disqualification of Proposer
If there is reason to believe that collusion exists among the Proposers, the City may refuse to consider Proposals from participants in such collusion. No person, firm, or corporation under the same or different name, shall make, file, or be interested in more than one Proposal for the same work unless alternate Proposals are called for. Reasonable grounds for believing that any Proposer is interested in more than one Proposal for the same work will cause the rejection of all Proposals for the work in which a Proposer is interested. If there is reason to believe that collusion exists among the Proposers, the City may refuse to consider Proposals from participants in such collusion. Proposers shall submit as part of their Proposal documents the completed Non-Collusion Affidavit provided herein.

3.8 Interpretation of Request for Proposals
City reserves the right to make corrections or clarifications of the information provided in this RFP. If any person is in doubt as to the true meaning of any part of the specifications or any contract documents, or finds discrepancies or omissions in the specifications, he or she may submit to the City a written request for an interpretation or correction. The written request for clarifications shall be submitted no later than Thursday, October 10, 2022. Oral statement(s) interpretations or clarifications concerning meaning or intent of the contents of this RFP by any person are unauthorized and invalid.

Requests for interpretations shall be made in writing and delivered to Development Services Director, City of Los Alamitos, 3191 Katella Avenue, Los Alamitos CA 90720 at least ten (10) days before the Submittal Deadline. The requesting party is responsible for prompt delivery of any requests.

When the City considers interpretations necessary, interpretations will be in the form of an addendum to the Contract Documents, and when issued, will be sent as promptly as is practical to all parties recorded by the City as having received Contract Documents. All such addenda shall become a part of the contract. It is the responsibility of each Proposer to ensure the City has their correct business name and address on file. Any prospective Proposer who obtained a set of Contract Documents is responsible for advising the City that they have a set of Contract Documents and wish to receive subsequent addenda.

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3.9 Irregularities
City reserves the right to waive non-material irregularities if such would be in the best interest of the City as determined by the City Council.

3.10 Non-Exclusive Contract
The successful Proposer will enter into a non-exclusive contract and the City reserves the right to enter into agreements with other firms for services.

3.11 No Obligation:

The release of this RFP does not obligate nor compel the City to enter into a contract or agreement.

3.12 Offers Of More Than One Price
Proposers are NOT allowed to submit more than one Proposal.

3.13 Proposal, Rejection Of:

The City reserves the right to reject any or all Proposals or any part of a Proposal. The City reserves the right to reject the Proposal of any Proposer who previously failed to perform adequately for the City or any other governmental agency. The City expressly reserves the right to reject the Proposal of any Proposer who is in default on the payment of taxes, licenses or other monies due the City.

3.14 Proprietary Information
Proposal must NOT be marked as confidential or proprietary. City may refuse to consider a Proposal so marked. Information in Proposals shall become public information and is subject to disclosure laws.

3.15 Public Opening
There will be a public opening of Proposals. Prices and other Proposal information shall not be made public until the Proposal is awarded. At that time the submitted Proposal information and executed contract will become public information.

3.16 Severability
If any provisions or portion of any provision, of a contract are held invalid, illegal or unenforceable, they shall be severed from the contract and the remaining provisions shall be valid and enforceable.

3.17 Subcontractor Information
If the Proposal includes the use of subcontractors, Proposer must identify subcontractors and the specific requirements of this RFP for which each proposed subcontractor would perform services.

3.18 Subcontractor References
For all subcontractors that will be used on this project, Proposers must provide a minimum of two references from similar projects performed for any local government clients within the last three years. Information provided shall include:

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a. Client name
b. Project description
c. Dates (starting and ending)
d. Technical environment
e. Staff assigned to reference engagement that will be designated for work per this RFP f. Client project manager's name and telephone number.

3.19 Terms Of An Offer
The City reserves the right to negotiate final contract terms with any selected Proposer. The City's standard form Professional Services Agreement (PSA) shall be used, and includes other provisions not described here. A standard Professional Services Agreement is attached for reference. Please review this very carefully and note in the body of your response any exceptions or alterations to the agreement. Alterations or changes to the agreement which were not in the Contractor’s proposal will not be made after the selection of the Contractors. This includes alterations, exceptions, or changes to the insurance and indemnity provisions. In the event of any conflict or contradiction between or among these documents, the documents shall control in the following order of precedence: any executed contract, the RFP, any modifications and clarifications to the awarded Proposer’s Proposal, and the awarded Proposer’s Proposal.

Specific exceptions to this general rule may be noted in an executed contract. Proposer understands and acknowledges that the representations above are material and important, and will be relied on by the City in evaluation of the Proposal. Proposer misrepresentation shall be treated as fraudulent concealment from the City of the facts relating to the Proposal.

3.20 Withdrawal Of Proposal
Proposers’ authorized representative may withdraw Proposals only by written request received by the City Manager before the Proposal Submittal Deadline.

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SECTION C

BACKGROUND AND PROJECT EXPECTATIONS

PROJECT MANAGEMENT FOR

STERNS PARK IMPROVEMENT PROJECT
REQUEST FOR PROPOSAL (RFP) 2022-02

IN THE CITY OF LOS ALAMITOS, CALIFORNIA

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PROJECT MANAGEMENT FOR

STERNS PARK IMPROVEMENT PROJECT
REQUEST FOR PROPOSAL (RFP) 2022-02

IN THE CITY OF LOS ALAMITOS, CALIFORNIA

4.0 BACKGROUND AND PROJECT EXPECTATIONS
The City is requesting the services from a qualified firm, which specializes in providing design plans, specifications, engineers estimate for bid project (PS&E), construction management and inspection services for the Sterns Park Improvement Project. Under the direction of the Development Services Department, the selected contractor would serve in the described capacity.

Sterns Park is located at 3871 Farquhar Avenue, sized at an estimated 16,500 square feet (or .38 acres). The existing park has mature trees, therefore careful attention is to be made to protect in place those trees and design the improvements away from any root intrusion. The park site is surrounded by residential and is generally categorized as a neighborhood park.

Changes in the contract and corresponding changes in compensation may be implemented upon mutual written agreement of the City and the Contractor. The City reserves the right to add or delete services at any time with 30 days written notice to contractor. If additional services are requested, the contractor is required to provide a cost estimate detailing them as an attachment to the proposal along with prices, where applicable, which may be offered as an addendum for the term of this contract agreement.

All work determined by the City to be defective or deficient in any of the requirements shall be remedied by the Contractor at the Contractor’s expense and in a manner acceptable to the City.

City reserves the right to deduct from the payments due or to become due to the Contractor for deficient performance. The amount of such deductions will be based on the value and extent of the unsatisfactory work. A copy of the City inspection record for the project, with associated deduction calculation will be furnished to the Contractor prior to a deduction being made.

The Contractor shall adhere to all currently applicable federal, state, and local laws, codes and ordinances, including, but not limited to, those promulgated by CAL-OSHA, California Department of Industrial Relations, the California State Department of Health Services, FEDOSHA, EPA and the Material safety Data Sheets (MSDS) standards.

It is the intent of the City to award a contract for design plans, specifications, engineers estimate (PS&E), project and construction management and inspection services for the Sterns Park Improvement Project in form approved by the City Attorney. The City reserves the right to further negotiate the terms and conditions of the Agreement. The City shall preserve the right to reject any proposal for noncompliance with Agreement requirements and provisions, or to not award an agreement because of unforeseen circumstances or if it is determined to be in the best interest of the City. This project will be awarded based on demonstrated ability and performance providing similar services at a fair and reasonable cost. This Agreement may not be awarded to

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the lowest respondent. The City Council will approve, as part of the annual City budget, with a specified project budget.

A. Definitions
Where “as directed”, “as required”, “as permitted”, “approve”, “acceptance”, or words of similar import are used, it shall be understood that the direction, requirement, permission, approval or acceptance by the City of Los Alamitos is intended unless otherwise stated. As used herein, “provide” shall be understood to mean “provide complete”, in total. The word “facility” as used hereinafter shall be understood to mean the location receiving the service. The use of the words “Contractor” shall be held to mean the Contractor and/or any person employed by them and working under the agreement to the awarded Contractor.

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SECTION D

SCOPE OF SERVICES

PROJECT MANAGEMENT FOR

STERNS PARK IMPROVEMENT PROJECT
REQUEST FOR PROPOSAL (RFP) 2022-02

IN THE CITY OF LOS ALAMITOS, CALIFORNIA

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4.1 Scope of Services
The City of Los Alamitos (hereinafter referred to as City) invites written proposals from qualified firms, which specializes in providing design plans, specifications, engineers estimate for bid project (PS&E), project and construction management and inspection services for the Sterns Park Improvement Project. Under the direction of the Development Services Director, the selected contractor would serve in the described capacity.

Sterns Park is located at 3871 Farquhar Avenue, sized at an estimated 16,500 square feet (or .38 acres). The existing park has mature trees, therefore careful attention is to be made to protect in place those trees and design the improvements away from any root intrusion. The park site is surrounded by residential and is generally categorized as a neighborhood park.

The project timeline is the following:

DESCRIPTION DATE
Award PS&E, Construction Services Contract November 21, 2022 Approve Construction Bid Package February 20, 2022
Award Construction Contract April 17, 2023
Procurement/Construction May 2023-November 2023
Approval of Notice of Completion November 20, 2023
At the discretion of the City, timeline is subject to change.

The contract will include but not limited to the following:

4.1.1 Project Design
Based on a conceptual plan, the proposed improvements should include:
i All-inclusive accessible playground with rubberized surfacing ii LED security area lighting
iii Concrete paving and improved accessibility
iv Site amenities such as benches, drinking fountain, trash receptacles, picnic tables and shade shelter
v Decorative seat walls
vi Fencing
vii Fitness equipment with rubberized surfacing
viii Landscaping and irrigation
ix Relocating an existing monument plaque and existing boulders A. Area Lighting
The lighting fixtures shall be selected based on the latest advanced technology in lighting efficiency. Reducing glare to adjacent properties is especially important and will be controlled through fixture type and aiming. Optimum light direction will be

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determined to set the pole heights, the pole placement, and the light levels required to this neighborhood park.

B. Rubberized Surfacing
The surface material for the playgrounds and fitness areas will be the latest technology in rubberized components and one that is sustainable and produced with recycled materials. The surface material will be one of having long lasting durability and wearability and having the proper coefficient or friction suitable for this type of play and exercise value.

C. Site Grading and Topography
In general, the park site topography is relatively flat. The goal for this project regarding the walkways and open play/fitness areas is allowing sufficient slope to maintain drainage and retention of current drainage patterns.

D. Shade Shelter Architectural Design
The Contractor will coordinate the services of a manufacturing Contractor who specializes in pre-engineered shade shelters. The manufacturing Contractor makes available many options and amenities that allow for a customized appearance. The shelter will be designed with the most current in construction materials technology.

Special attention will be the use of recycled materials for the shelter. The specified products and materials for the shelter will be the latest in “Green” technology and efficiency.

E. Site Amenities
Along with these improvements, amenities such as trash receptacles, picnic tables, drinking fountains, and benches shall be incorporated into the park area. All these amenities noted shall be selected based on sustainability materials, ease of replacement parts and durability for public park use.

F. Walking Paths and General Pedestrian Circulation
Many park users come to this park for both sports and leisure activities. The proposed design shall look at the walking paths in the vicinity of the improvement areas and ensure the pathway network has a continuous paved surface. This pathway must include access from street and other various locations.

In addition, these improvements will facilitate a designated pathway for the pedestrian thus offering a safe and understood environment within the park site.

Furthermore, the walks/pathways must be designed to comply with current guidelines under the Americans with Disabilities Act (ADA).

G. Playground and Fitness Stations
The playground equipment shall be selected based on an all-inclusive playground system that promotes a high value experience for the various age groups. These play systems will encourage and challenge the park user. Additionally, the play equipment can improve coordination and strength along the way.

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The exercise station shall be selected based on accessibility and ease of use to accommodate multiple types of physical fitness levels for strength building and coordination. Additionally, the selection of the equipment will be based on a fitness circuit approach that can be utilized by the users as an option.

H. Tree Preservation
The Contractor will make tree preservation a priority when designing the new improvements. The site reconnaissance will assist in determining proper distances from tree trunks with respect to the walkways and other noteworthy features.

I. Irrigation and Planting
The development of the landscape design will incorporate all aspects of local and state water conservation standards, including meeting the requirements of California Model Landscape Efficient Ordinance (MWELO). The tree, shrub and groundcover palette will be comprised of drought adaptive species suitable for the geographic area, along with a well-designed irrigation system that delivers the highest efficiency. All plants will be chosen based on low maintenance requirements such as trimming/pruning cycles, fertilization needs, and hardiness.

The Contractor must demonstrate experience in integrating drought tolerant and low maintenance plant materials in major urban designs such as sports complexes, city streetscapes, freeways and demonstration gardens. For the irrigation systems, careful analysis and assessment must be considered. New irrigation mainlines and points of connection (meter and backflow prevention location) will be part of the renovations along with all new sprinklers/dripline/rotors that achieves maximum water distribution to the planting material.

4.1.2 Project Approach
Project must be thought-out clearly and carefully during the earliest stages of the project.

This equates to a detailed study of the project requirements during the proposal stage, the assignment of a project manager experienced in those project requirements, and the establishment of a project team with individual expertise in their assigned tasks.

The project renovation should be unique, an asset to the surrounding community and maintain its identity as a recreational environment. Good planning is an essential element of any design – whether the design is for a recreational park or institutional facility.

Furthermore, safety and circulation are key factors in design, particularly in a wellplanned park environment. These two basic design elements in a public space cannot be compromised or over-emphasized. Indeed, one of the most essential functions of landscape architecture in a park environment is to convey safe and comfortable surroundings. A well-designed park environment can only generate enthusiasm among its users.

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The Contractor must have very practical and successful techniques to project development and delivery. The following summarizes the approach to delivering the project on time and within budget:
i. Contractor will conduct progress meetings with City staff to report updates, any outstanding issues, and proposed resolutions.
ii. Contractor will coordinate with City staff to schedule the review of project deliverables.
iii. Contractor will complete required revisions and obtain the approval from the City for project deliverables.

4.1.3 Preliminary Design – Scope of Work
The following scope of services provides information related to the implementation of this project:

A. Kick-off Meeting
Contractor will participate in a kick-off meeting to include the decision makers from the City and other agencies. The meeting will be used to discuss project scope and schedule including the design goals and criteria, roles and responsibilities, work program, budgeting, utility coordination, plan and specification preparation, cost estimate, submittal reviews, and anticipated construction issues. Subsequent meetings for the duration of the project will include project site visits with City staff and staff meetings to review plan check comments at the submittal stages.

B. Topographic Survey, Field Review, Research and Data Gathering Contractor will conduct a field investigation to verify existing topographic conditions and identify unusual or special conditions and review available improvement plans, utility plans, and data records within the project area. A topographic survey will be performed to document current conditions such as existing grades, surface culture and any other existing items/structures along with assisting with design/placement of the renovations/improvements.

As part of the field review, research and data gathering Contractor will arrange a meeting with the City’s maintenance facilities managers and/or supervisor to obtain as much detailed information as possible regarding the proposed improvements (e.g., drainage, hardscape, circulation, irrigation, fence material, etc.). This input will provide specific recommendations pertaining to the improvements for purposes of maximizing the budgets.

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The City/Contractor meeting will provide firsthand knowledge about the existing irrigation system and discuss proposed modifications to accommodate the new landscaping. Furthermore, this field review will also identify potential design constraints and conflicts and observe general site conditions.

C. Geotechnical Investigation
Contractor will review available subsurface data or published geologic and geotechnical maps and documents to determine general subsurface conditions at the project site; and determine the most appropriate locations for borings. The field investigation will include site reconnaissance and subsurface exploration.

Geotechnical laboratory testing will be performed on representative samples of soil to evaluate the engineering characteristics of these materials. This information will be valuable in determining the subsurface drainage as well as the footing design for the structural design of the shade shelter, general paving installations, bioswales and water quality management thus managing the construction costs at the beginning.

Known clearance of subsurface utilities from Underground Service Alert will be obtained prior to commencement of field exploration.

D. Utilities
Contractor will conduct a utilities investigation (i.e., water, sewer, gas, electrical, cable, telephone, storm water) of known utilities within and near the project improvements. The investigation will identify any potential or conflicting issues that can have a significant impact on the project. By knowing this information at the beginning stage, the limits and constraints can be planned accordingly. Contractor will review and present specific requirements for utility facilities including protection, relocation, right-of-way, and construction methods within the vicinity of the utility.

Utility information will be requested from each utility Contractor that has facilities within the limits of the project. This information will be incorporated into the design plans and plotted per the atlases provided by each utility Contractor. Contractor will forward plans to the utility companies requesting verification. At this time, any potential utility conflicts will be identified and presented to the City for discussion and proposed solutions. (Note: Contractor shall provide a fee proposal for design services for utility relocation, if required.) A review of the utility information will be performed to determine the impact of the project on the various utilities and any required potholing by utility companies will be coordinated.

E. Design Development Plan and Preliminary Cost Estimate

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Following the survey, research, site data gathering and base mapping, Contractor will prepare a design development plan. The design development plan will address in further detail and understanding the spatial requirements and relationship for the renovation improvements including circulation functions, landscape and irrigation, utility infrastructure, shade shelter architecture, electrical engineering, and grading and drainage systems. In addition, specific items that will be illustrated in the design plan are:
i. Easements and drainage patterns
ii. Footprint of shade shelter including elevations
iii. Fencing materials
iv. The playgrounds
v. The fitness station equipment
vi. The rubberized surfacing for the playgrounds and fitness stations
vii. Planting palette suggestions for trees, shrubs, and groundcovers, along with their respective locations including existing boulders relocation.

Species shall include drought adaptive and California native plants viii. Irrigation systems and relocation (i.e., smart controllers, control valves, and low-flow drip).
ix. Hardscape and softscape surfacing materials for the walkways such PCC concrete and stabilized decomposed granite.
x. Preservation of trees and/or other noteworthy features. xi. Pedestrian circulation.
xii. Site amenities, (i.e., tables, benches, trash receptacles, urns and drinking fountains).
xiii. Identify infrastructure (i.e., electrical and storm drainage) xiv. Low retaining walls and seat walls
xv. ADA accessible pathways and path of travel
xvi. Monument plaque relocation
xvii. Safety lighting
Contractor will submit the design development plan design to the City for review and comments. Upon the review and comments from the City staff, present a final site design development plan design for final review and acceptance that addresses the comments from all parties. The construction documents for the improvements will not commence until the City has reviewed and accepted the final design development plan design.

All illustrative renderings and drawings submitted will be in a form suitable for public presentations such as City and stakeholders’ meetings.

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Preliminary Cost Estimation
Based on the City accepted design development plan, the Contractor will prepare a detailed cost estimate for the categories of work to be performed in construction. If the cost estimate exceeds the available funding, at no additional cost, the Contractor will make the necessary revisions and adjustments to meet the financial limitations of the City. Once the City reviews and accepts the opinion of probable costs, Contractor will proceed with the preparation of the final construction documents.

The construction of this project is estimated at $780,000.

4.1.4 Final Construction Drawings, Specifications and Cost Estimate A. Construction Documents
This task will be for the entire construction document package encompassing specific plans drawn to a measured scale with construction notes that provide clear direction for the competitive bid. The package will include technical specifications with special provisions in “Greenbook” format (Standard Specifications for Public Works Construction, current edition the City has adopted), and final detailed engineer’s estimate. The plans, specifications, and estimate (PS&E) will be prepared and submitted to the City at three stages- 60 percent, 90 percent, and final 100 percent.

The construction documents shall address requirements of governing agencies. In addition, the Contractor shall obtain approvals from governing agencies prior to advertising of public bidding. If any of the permitting agencies require lengthy submittal processes, the Contractor shall alert the City of potential slow down or stoppage of the project.

The scope of work for the improvements include:
i. Prepare detail sheets with the required cross sections and details, including conformance with accessibility requirements for ADA path of travel. ii. Prepare demolition plan for removal of existing improvements and existing trees, shrubs, etc. conflicting with proposed improvements. iii. Prepare civil/grading plan for playground and fitness stations surfacing, shade shelter location, seat walls, PCC sidewalks, and elevations for compliance with accessibility requirements, and for proper drainage.
iv. Prepare site amenities plan showing the locations/placements of the benches, tables, shade shelter, fitness stations, drinking fountain, and trash receptacles. v. Prepare landscape and irrigation modification plans. vi. Prepare playground and fitness stations layout plan with associated details. vii. Prepare electrical plans for the lighting layout.

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The project will include the following submittals and deliverables. The deliverables will be in an electronic form (PDF format) and paper hard copies in full size 24-inch by 36-inch sheet size.

B. Preliminary Plans, Specifications and Estimates at 60 and 90 Percent Stages
Preliminary plans, specifications and cost estimate will be prepared in conformance with the approved design development plan. These documents will be prepared in AutoCAD (and converted to PDF format) and submitted to the City and other responsible parties/governing agencies for preliminary review and acceptance.

C. Final Plans, Specifications and Estimates at 100 Percent Stage Following review and acceptance of the 60 and 90-percent stages, Contractor will adjust the plans, specifications, and cost estimate to conform to plan check requirements and comments of the City. The final construction PS&E will be completed in detail and submitted to the City and responsible parties/governing agencies for review and final acceptance. The contract documents will be completed in a form sufficient for solicitation of competitive public bids, along with all permit compliances. Contractor shall advise the City of any adjustments to previous estimates of probable construction cost indicated by changes in requirements or general market conditions. The final submittal and deliverable materials include:
i. 100-percent construction plans stamped by the landscape architect, civil and electrical engineers, as required. ii. 100-percent technical specifications and special provisions including bid items schedule
iii. Final engineer’s estimate including bid items unit cost A summary of plans for the construction document package will include:
iv. Title sheet with vicinity map, general notes, signatures and approvals blocks, legend, sheet index, and utility contact information
v. Detail sheets with construction notes – scale as required vi. Civil/grading improvement plans – 20 scale
vii. Typical sections and details – scale as required
viii. Erosion control plan – 20 scale
ix. Demolition plan – 20 scale
x. Construction layout plan – 20 scale
xi. Playground equipment and fitness equipment layout plan and details – 10 scale

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xii. Utility plan (sewer and water) – 40 scale
xiii. Planting and irrigation modification plans – 20 scale xiv. Hardscape layout and site amenities plan – 20 scale xv. Architectural plans for the shade shelter – 1/8 scale xvi. Electrical and lighting plans and details – 20 scale xvii. Property/topographic survey
xviii. Water quality and LID plan – 20 scale
A summary of specifications and reports for the construction document package will include:
xix. Construction specifications with special provisions and technical specifications
xx. Construction cost estimate
xxi. Geotechnical report (for the shade shelter, infiltration rates and general pavement installations)
xxii. LID Report
xxiii. Drainage report
D. Constructability Review
Contractor will provide a constructability review of the project as part of the design process. This review is a standard quality control measure used by Contractor to help prevent change orders. This review will include a) performing a job walk, reviewing the existing improvements, and identifying potential conflicts, including pedestrian, access, utilities, and right-of-way issues, and b) reviewing the design and specifications to identify potential construction issues.

4.1.5 Bid Support Services
A. Bidding Assistance
Contractor will be available throughout the bid period to review and respond to questions and provide analysis and interpretation of the drawings and specifications.

Contractor will provide the City with the following items during the bidding period:
i Respond to questions during project advertising phase ii Assist with the preparation of addenda
iii Assist with reviews of “or equal” products prior to bid opening iv Review and analyze bid results and prepare bid summary v Verify contractor’s references, bonding, insurance, and contractor’s license

4.1.6 Construction Support Services

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A. Construction Support Contractor will assist the City during the construction phase by attending a pre-construction meeting, reviewing, and approving materials submittals and responding to request for information (RFI). During the construction period, Contractor will be available to provide analysis and interpretation of the drawings and specifications, review and respond to material submittals and review shop drawings for compliance with the contract.

Contractor can assist the City with reviewing change orders and prepare project bulletins.

Furthermore, Contractor shall be available for a pre-final and final acceptance observation walk-through with associated punch list items and the preparation of as-built record drawings. Below describes in detail the construction support services:

Shop Drawings Review - Contractor will review contractor’s shop drawings, material submittals and respond to requests for information (RFI). The shop drawings and submittals will be logged in once we received them and a project file setup for record keeping and tracking purposes. Turnaround time for the reviews will be between 5-7 working days, depending on the complexity of the submittal.

Acceptance Inspection (Punch List) - Contractor will perform a pre-final walk-through and follow-up with a final check of the project to ensure that the work is completed as intended, along with assisting the City in obtaining required turnover items. A punch list (at the pre-final and final) will be prepared by Contractor prior to final acceptance by the City.

As-Built Record Drawings - Contractor will review and approve contractor’s as-built drawings. In preparing the record drawings, Contractor will take the original construction drawings (and any bulletins issued during construction and redlines by the contractor) and make drafting notations to reflect as built conditions and submit to the City as record drawings. The final deliverables will be on mylars plan sheets.

B. Exclusions
i Perform hazardous materials (asbestos, lead paint, aerially deposited lead, etc.) testing and related services
ii Plan check, permit, or similar fees to governmental agencies iii Removal or treatment of hazardous materials encountered on or at the site iv Preparation of environmental documentation
v Acoustic analysis reports, design, or consultation by an acoustical consultant vi SWPPP – note, this document will be noted in the construction documents to be prepared and furnished by the Contractor.

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4.1.7 Construction Management
A. Review plans, specifications, and all other contract and construction- related documents.

B. Assist the City with public awareness and information program to keep residents and local stakeholders informed of project status, along with impacts to traffic flow circulation, including answering public questions about project.

C. Prepare construction file, including establishment of document control systems. A copy of the Contractor’s construction file checklist shall be provided upon request.

D. Ensure contractor distributes public construction notices and places construction and information signs.

E. Prepare special concerns to be presented at preconstruction conference.

F. Conduct preconstruction meeting, prepare meeting minutes, and distribute to attendees.

G. Review Contractor’s safety program in consultation with City staff.

H. Through the Contractor’s system of project control, monitor activities related to project such that project is constructed in timely fashion pursuant to contract documents.

I. Log, track, and process submittals, RFI’s, releases for construction (RFCs), contract change orders (CCOs), field directives, notices of proposed change (NOPCs), non-conformance reports (NCRs), construction schedule, and detailed traffic control plan.

J. Closely review schedule and advise Contractor to take action on schedule deviations.

K. Document Contractor’s 20-day notices, mechanic’s liens, and stop notices.

L. Assume responsibility for coordination with inspection staff and City staff.

M. Monitor and coordinate activities of design engineering support, surveying, testing, and work by utilities or other agencies.

N. Coordinate Contractor’s field work with utility companies and other agencies.

O. Prepare weekly statement of working days and submit to contractor and City.

P. Establish and conduct weekly construction progress meetings to:
i. Resolve all old business issues to maximum extent possible ii. Address all items of new business as presented by any party iii. Review project schedule and address any deviations iv. Review submittal log in terms of items needed and
resubmittals required and review RFI, RFC, CCO, NCR, and NOPC logs

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v. List status of construction items recently undertaken or ongoing
vi. List planned construction items for next two weeks (two-week look ahead of schedule)
vii. Review SWPPP issues
viii. Review Contractor’s safety program
Q. Prepare minutes for weekly construction progress meeting.

R. Provide the City’s Project Manager with copies of federally-compliant labor and equipment reports and EEO interviews.

S. Provide claims mitigation monitoring, including proactively applying foresight to discover unforeseen conflicts prior to contractor encounter.

T. Evaluate and respond to contractor’s requests for clarification of plans and specifications.

U. Ensure that all questions, conflicts, and issues are immediately brought to the City’s attention and addressed with appropriate directives to Contractor.

V. Conduct special site meetings, when necessary, with Contractor and City staff to review job progress, scheduling, and coordination.

W. Perform quantity, time, and cost analyses required for negotiation of contract changes.

X. Negotiate and prepare change orders, including memorandum of explanation and cost estimates, to substantiate change order and send to City for review.

Y. Monitor and perform immediate and thorough analysis of validity of all potential claims that arise.

Z. Maintain all data for change orders and record information with regard to time of dispute, time of notification by contractor, and action taken by inspector.

AA. Monitor materials documentation and testing results and enforce corrections.

BB. Review for approval Contractor’s progress payment requests; negotiate differences over amount with contractor; and process payments through City’s Project Manager.

CC. Monitor preparation of punch list at substantial completion and follow up.

DD. Routinely review construction files to ensure conformance to City standards and good construction management practices.

EE. Ensure City receives as‐built set of drawings at completion.

FF.Assist City with stop notices and release of retention.

GG. Provide memorandum of clearance to issue notice of completion.

HH. Finalize and deliver all construction files and supplies to City for their records.

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4.1.8 Construction Inspection
A. Review plans, specifications, and all other contract and construction related documents.

B. Conduct a field investigation of the project area to become familiar with the existing facilities and the project environment.

C. Become familiar with traffic control plans, construction schedule, construction sequence, and permit requirements for other agencies.

D. Verify that the contractor conforms to the design survey line and grades.

E. Attend weekly progress meetings with the construction manager, contractor, and subcontractors.

F. Inspector will provide full-time and as-needed construction inspection of the work to monitor materials and methods for compliance with plans, specifications, and contract documents; and address and document nonconforming items as they are discovered.

G. Monitor compliance with Cal OSHA requirements and compliance with all local, state, and federal regulations. It is the contractor’s sole responsibility to provide workers with a safe working environment.

H. Monitor compliance with the Clean Air Act and the Clean Water Act ( National Pollutant Discharge Elimination System – NPDES best management practices). Also, monitor the contractor’s compliance with approved SWPPP.

I. Meet with the contractor at the beginning of each day and review the proposed work plan, including specific details that may affect progress.

J. Conduct daily measurements of quantities of work with the contractor.

K. Review actual contractor performance throughout the day and discuss discrepancies with the contractor as they occur.

L. Assist in coordinating of engineering support, surveying, specialty inspections, and fieldwork by utility companies.

M. Coordinate with Contractor and utility companies to assist in the identification of unknown utilities and possible relocation of interfering structures or lines.

N. Ensure compliance of Underground Service Alert notification/delineation.

O. Evaluate the Contractor’s operation and production with respect to quality and progress and report to the construction manager.

P. Photograph continuous property frontages along the street alignment once prior to construction and once immediately following construction. Maintain a photographic record of key elements of each major operation of work each day, with increased detail in situations of potential changes or claims.

Q. Coordinate testing and closely monitor testing results and require the contractor to provide corrective measures to achieve compliance.

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R. Maintain copies of all permits needed to construct the projects and enforce special requirements of each.

S. Prepare federally compliant labor and equipment reports and conduct EEO interviews of Contractor and Subcontractor personnel.

T. Prepare and maintain detailed diary inspector reports on construction progress.

U. Prepare clear and concise letters and memoranda, as needed. establish a solid paper trail.

V. Assist with the review and evaluation of change order work.

W. Provide complete measurements and calculations documentation to administer progress payments.

X. Maintain and submit a clean set of plans marked in red for as-built corrections on record drawings to be filed with the City.

Y. Prepare a punch list at substantial completion and follow-up with the contractor regarding progress of corrections.

4.1.9 Labor Compliance
A. Assist City in ensuring that all required documentation is completed and submitted by the General Contractor and it subcontractors.

B. Determine the project’s applicable federal prevailing wage decision/state wage determination.

C. Verify the contracting eligibility of selected contractor and subcontractors by checking the contractor’s license, DIR public works registration status, and non-appearance on state (Division of Labor Standards Enforcement) and federal (System for Award Management) debarment lists.

D. Implement, monitor, and enforce California Labor Code and California Code of Regulations (CCR).

E. Collect, store, review, and audit weekly Certified Payroll Reports (CPRs), Fringe Benefit Statements, DAS-140, DAS-142, CAC-2, trustee reports, apprentice certifications, and other required documents.

F. Collect and review supporting documents including, but not limited to, inspector logs, job logs, timesheets, EEO interview forms, and sign-in sheets to reconcile employment data.

G. Review EEO interviews to verify craft classifications and wages, compliance with the Copeland Act (anti-Kickback law), and apprentice ratios, using the appropriate interview forms and covering the appropriate number and ratio of workers.

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H. Investigate potential discrepancies or delinquencies. Notify contractor of missing documentation, potential underpayments, or other irregularities; specify corrective actions required.

I. Prepare and submit labor standards violation and enforcement reports documenting delinquencies, violations, and underpayments, as needed.

Coordinate with City the withholding of progress and/or final payment and assist in preparing, processing, and assessing fines and penalties, as required.

J. Prepare and submit activity and summary reports related to labor compliance on behalf of City, as needed.

K. Meet with governmental entities for reviews and audits, as requested.

L. Submit original labor compliance documentation and an electronic copy to City for retention.

4.1.10 Assumptions
A. Submittals will be reviewed by the Designer
B. Proposal shall include constructability review
C. Proposal includes special inspections
D. Inspection services require payment of prevailing wage E. No more than 8 hours per day required for inspection F. No night or weekend work required for inspection (unless deemed necessary by the City)
G. Any and all new utility services for electrical, water or other utilities required for the project will be coordinated during the design phase and will be in place prior to start of construction
H. Any and all permits required for this project will be applied for during the design phase and procured prior to the start of construction.

5.0 Service Changes
In the event that additional services are deemed necessary by the City the City may, at its discretion, increase the Contractor(s) service requirements at the affected premises to provide for such additional services. If said additional services and costs related thereto are not otherwise provided for, the Contractor shall be compensated for the added work, based upon the Contract price provided for herein as said payment is applied on a unit cost as specified in the Contractor(s) proposal.

A. Damage caused by contractor
All damage to existing facilities caused by the Contractor shall be repaired or replaced at the Contractor’s sole expense. All such repairs or replacements shall be completed within the time limits specified by the City.

5.1 Service Schedules

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The Contractor(s) shall, within ten (10) working days after the effective date of the Contract, submit a work schedule to the City's representative(s) for review and approval. Said work schedule shall be based on a twelve-month calendar identifying and delineating the time frames for the required work by the day of the week, morning or afternoon.

The Contractor(s) shall submit revised schedules when actual performance differs substantially from planned performance. Said revisions shall be submitted to the City's representative(s) for review, and if appropriate, approval, within five (5) working days prior to scheduled time for the work.

5.2 Contractor Staff
It is essential that the contractor provide adequate experienced personnel, capable of and devoted to the successful accomplishment of work to be performed under this contract. The Contractor must agree to assign specific individuals to the key positions.

A. The Contractor agrees that once assigned to work under this contract, key personnel shall not be removed or replaced without written notice to the City.

B. If key personnel are not available for work under this contract for a continuous period exceeding thirty calendar days, or are expected to devote substantially less effort to the work than initially anticipated, the Contractor shall immediately notify the City, and shall, subject to the concurrence of the City, replace such personnel with personnel of substantially equal ability and qualifications.

C. The Contractor shall provide qualified English-speaking supervision in all areas of operations. The Supervisor shall work with the City in planning and scheduling work for completion of tasks, and shall be accessible to City staff via email, phone or in-person as necessary. The Contractor shall furnish only employees who are authorized, competent and skilled for work under this contract. Should it be determined by the City that the quality of work provided is substandard, at its discretion; the City may request the presence of a Supervisor during cleaning hours.

D. The Contractor(s) shall provide sufficient staffing to perform all work in accordance with the specifications set forth herein.

E. The City may, at any time, give the Contractor(s) notice to the effect that the conduct or action of a designated employee of the Contractor(s). The Contractor shall meet with representatives of the City to consider the appropriate course of action with respect to such matter and the Contractor(s) shall take reasonable measures under the circumstances to

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assure the City that the conduct and activities of the Contractor's employee(s) will not be detrimental to the interest of the City or public.

F. The Contractor shall establish an identification system for personnel assigned to the facilities, which clearly indicates to City employees and to the public, the name of the Contractor. The identification system shall be furnished at the Contractor's expense and may include appropriate attire and name badges as specified by the City.

G. The contractor shall direct their employees against the unauthorized reading and disclosing of materials and documents available in the facilities of the City and against unauthorized use of City and personal property, such as: telephones, radios, copy machines, computers, fax machines, etc.

5.3 Dress Code and Appearance
The Contractor(s) shall require each of its employees to adhere to industry standards of work ethics and attire. Shirts shall be worn at all times, and shall be buttoned and tucked-in. No caps with insignias or designs other than the Contractor's logo may be worn, and no caps shall be worn backwards.

5.4 Contract Enforcement
The Contractor(s) or its authorized representative shall meet on the site quarterly, or more, at the discretion and convenience of the City, with an authorized representative of the City for a walk-through inspection and to address any problems or other issues.

All scheduled and periodic cleaning functions shall be completed prior to this meeting.

The City reserves the right to perform inspections at any time for the purpose of monitoring performance. The Contractor shall cooperate with City, representative(s) in the review and monitoring of Contractor's performance, and procedures.

In the event the City commences legal proceedings for the enforcement of the Contract, and is the prevailing party, the City shall be entitled to an award of attorney's fees and costs incurred in the action.

5.5 Liquidated Damages
Once the work has commenced, should the contractor fail to perform, as specified, the services required and agreed to, the City will have been damaged by that lack of performance. Since it is difficult to define the amount of damage caused, contractor shall agree to the following liquidated damages:

1. Should trained personnel not report to provide the services required by the contract, the City will incur damages; and liquidated damages of Two Hundred Fifty and no/100 Dollars ($250.00) per occurrence will be deducted from payments due the

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on the Contract or Contractor will be notified of the assessment of liquidated damages in writing within twenty-four (24) hours of failure to report.

2. Should Contractor fail to perform under the terms of the contract, the City will incur damages. Contractor will be notified in writing within twenty-four (24) hours of the failure to perform, and performance shall be required within twenty-four (24) hours after receipt of such notice. If the performance failure is not corrected within twenty-four (24) hours of receipt of notice, the City will incur damages; and liquidated damages of Two Hundred Fifty Dollars ($250.00) per occurrence will be deducted from payments due the Contractor.

3. Liquidated damages of Two Hundred Fifty Dollars ($250.00) per occurrence will continue to be deducted from payments due the Contractor until the performance failure is remedied.

Liquidated Damages: Failure of the Contractor to respond to problems referred to them by the City within the time limits established above shall result in the following deductions from invoiced payments:

1. Major problems not responded to within the established time limits will result in a deduction of 5% of the monthly cost of cleaning the entire building;

2. Minor problems not responded to within the established time limits will result in a deduction of one (1) day’s cost of cleaning for the entire building experiencing the problem (the formula to arrive at the deduction is: facility monthly cost divided by workdays in month = per day cost of cleaning that location);

3. Nonperformance deductions shall be equal to 100% of the monthly charge for the missed facility;

4. Continued reporting of major and minor compliance failures of 5 or more for any month will result in a 10% deduction of the total monthly contract cost;

5. Inspection reports (completed by City staff) for a one-month period will be reviewed at the first meeting of the following month. Should these inspection reports indicate an overall unsatisfactory rating for the prior month; the City will impose a 10% deduction of the total monthly contract cost on the next payment. (Inspection reports will be discussed weekly between the Contractor and the City such that the Contractor will be informed by the City of the aforementioned process.

These liquidated damages are intended to act as an incentive for the Contractor to perform in full compliance with the specifications.

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SECTION E

PROPOSAL SCHEDULE

PROJECT MANAGEMENT FOR

STERNS PARK IMPROVEMENT PROJECT
REQUEST FOR PROPOSAL (RFP) 2022-02

IN THE CITY OF LOS ALAMITOS, CALIFORNIA

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SECTION E

PROPOSALSCHEDULE

PROJECT MANAGEMENT FOR

STERNS PARK IMPROVEMENT PROJECT
REQUEST FOR PROPOSAL (RFP) 2022-02

IN THE CITY OF LOS ALAMITOS, CALIFORNIA
Proposal A – Project Design, Plans, Specification and Construction Description Fee
Civil Engineering Plans/Topographic Survey
Site Amenities Plans
Landscape And Irrigation Plans
Shade Shelter Plans
Playground And Fitness Stations Plans
Geotechnical Investigations
Specifications And Cost Estimates
Bidding Assistance
Construction Support Services – Federal Labor
Compliance
Project Management
Sub-Consultant Fee
Proposal A Schedule Total: $ ____________
Proposal B – Project/Construction Management and Inspection Services Task/Classification Construction
Manager
Construction
Inspection Clerical Total Labor
Misc.

Expenses
Total
Cost
Hourly Rate:

Preconstruction
Services
Construction
Services
Post Construction
Services
Totals
Proposal B Schedule Total: $ ____________

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The Contractor shall be responsible for calculating and providing unit prices for the schedule. The Proposal Schedule shall include all costs for services, labor, materials, equipment, and installation associated with completing the work in place per the plans, specifications and details.

Proposal Schedule A & B Total: $ ____________
Proposal Schedule Total (in word):

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SECTION F

PROJECT MANAGEMENT FOR

STERNS PARK IMPROVEMENT PROJECT
REQUEST FOR PROPOSAL (RFP) 2022-02

IN THE CITY OF LOS ALAMITOS, CALIFORNIA

1367754.1
39 PROJECT MANAGEMENT FOR

STERNS PARK IMPROVEMENT PROJECT
[enter name of contractor]

THIS AGREEMENT FOR PROJECT MANAGEMENT FOR STERNS PARK
IMPROVEMENT PROJECT (“Agreement”) is made and entered into, to be effective this ___ day of _______ 2022 (“Effective Date”), by and between the CITY OF LOS ALAMITOS, a California charter city and municipal corporation, (“City”) and ______________________, a ___________________, (“Contractor”). City and Contractor 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 contractor to provide design, plans, specifications, construction management and inspection services for the Sterns Park Improvement Project. It is preferred that the contractor provide the City an opportunity to review contract documents and RFP’s in advance of the agenda report deadlines.

B. In response to City’s formal Request for Proposals No. __ (RFP), dated ______, 2022, Contractor has submitted to City a written proposal, dated ____ __, 2022, to provide the desired services.

C. City desires to engage Contractor 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 CONTRACTOR

1.1 Scope of Services and Standard of Performance. Contractor shall provide those services set forth in the __________________ Proposal, dated _______ __, 2022, attached hereto as Exhibit “A” (“Scope of Services” and/or “Project Services”). Contractor shall provide the Project Services in compliance with all terms and conditions of this Agreement. Contractor 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. Contractor 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 Contract Documents. This Agreement shall consist of the following: (1) the main body of this Agreement; (2) RPF No. ___, dated _____; and (3) Contractor’s Proposal,

1367754.1
40 Exhibit “A”. Should any conflict or inconsistency exist in the Contract Documents, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (1st) the main body of this Agreement; (2rd) the RFP, and (3rd) Contractor’s Proposal.

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. Contractor shall be liable for all violations of such laws, ordinances, resolutions, statutes, rules and regulations in connection with performance of the Project Services. If Contractor performs any Project Services in violation of such laws, ordinances, resolutions, statutes, rules or regulations, Contractor shall be solely responsible for all penalties and costs arising therefrom. Contractor 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, Contractor shall obtain all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession and perform the Project Services. Contractor represents and warrants to City that Contractor 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 Contractor to perform the Project Services. Contractor 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 Contractor'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, Contractor warrants that Contractor (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. Contractor 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. Contractor acknowledges that City may enter into agreements with other Contractors, contractors, consultants, or vendors for services similar to the services that are the subject of this Agreement. Contractor further acknowledges that City may have its own employees perform services similar to the services that are the subject of this Agreement.

1367754.1
41 2. COMPENSATION

2.1 Maximum Contract Amount. Contractor shall be compensated for the Project Services performed, including authorized reimbursements, if any, in accordance with the hourly rates and charges set forth in the Scope of Services in an amount not to exceed _______________ Dollars ($___________). 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 Contractor wishes to receive payment, Contractor 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 Contractor 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 Contractor’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 of the essence in the performance of this Agreement.

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

3.2 Schedule of Performance. Contractor shall prosecute regularly and diligently the Project Services according to the periods specified in the Scope of Services. When requested by Contractor, 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.

1367754.1
42 3.3 Force Majeure. The time for performance of the Project Services may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor (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 Contractor, within ten (10) calendar days of the commencement of such delay, notifies the City Manager in writing of the 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 Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor'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 _________, ending on _______ __, _____, unless extended by mutual written agreement of the Parties.

4. COORDINATION OF PROJECT SERVICES

4.1 Contractor’s Representative. The following principal of Contractor is hereby designated as being the principal and representative of Contractor authorized to act on its behalf with respect to the Project Services and to make all decisions in connection therewith:
___________. 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 Contractor and devoting sufficient time to personally supervise the Project Services performed hereunder. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer.

4.2 City’s Contract Officer. The City’s 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 Contractor's responsibility to ensure that the Contract Officer is kept fully informed of the progress of the performance of the Project Services, and the Contractor 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 Contractor, its principals and employees, were a substantial inducement for City to enter into this Agreement. Therefore, Contractor 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. Contractor shall not contract with any other entity to perform the Project Services without prior written consent of City.

If Contractor is permitted by City to subcontract any part of this Agreement, Contractor shall be

1367754.1
43 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 Contractor. City will deal directly with and will make all payments to Contractor. 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 Contractor, 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 Contractor or any surety of Contractor 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 Contractor a City employee. During the performance of this Agreement, Contractor and its officers, employees, and agents shall act in an independent capacity and shall not act as City officers or employees. Contractor 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 Contractor shall at all times be under Contractor’s exclusive direction and control. Neither City nor any of its officials, officers, employees, agents or volunteers shall have control over the conduct of Contractor or any of its officers, employees, or agents, except as set forth in this Agreement.

Contractor, 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 Contractor’s officers, employees, or agents or in fixing their number, compensation, or hours of service. Contractor 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 Contractor in its business or otherwise a joint venturer or a member of any joint enterprise with Contractor.

4.4.2 Contractor 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 Contractor, its officers, employees, representatives, agents, subconsultants or subcontractors in connection with the performance of any Project Services. Except for fees paid to Contractor as provided for in this Agreement, City shall not pay salaries, wages, or other compensation to Contractor for the performance of any Project Services. City shall not be liable for compensation or indemnification to Contractor, 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 Contractor’s officers,

1367754.1
44 employees, representatives, agents, or subconsultants or subcontractors, Contractor 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 Contractor or any officer, employee, representative, agent, subconsultant or subcontractor of Contractor 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, Contractor 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 Contractor 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, Contractor 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. Contractor 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. Contractor 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 Contractor’s existing insurance policies do not meet the insurance requirements set forth herein, Contractor 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, Contractor 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.

1367754.1
45 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 If the 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 of this 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 if the 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

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 West-Comm.

5.2.1.3 If the 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 of the 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 West-Comm, 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 West-Comm 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. Contractor 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. Contractor 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 Contractor 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.

1367754.1
46 5.2.4 Workers’ Compensation Insurance. Contractor 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. Contractor 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. Contractor 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, Contractor shall not be required to procure either Worker’s Compensation Insurance or Employer’s Liability Insurance if Contractor provides written verification to the City that Contractor does not have any employees.

5.3 Acceptability of Insurers. Insurance required by this section shall be issued by a licensed Contractor 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 Contractor agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the City. Contractor 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 Contractor 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 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 Contractor, 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.

1367754.1
47 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 Contractor 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. Contractor hereby agrees to waive its own right of recovery against the City, its officials, officers, employees, agents and volunteers, and Contractor 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 Contractor’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.)
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, Contractor shall deliver certificates of insurance together with original endorsements affecting each of the insurance policies required by this section. Contractor 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, Contractor 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

1367754.1
48 reinstated or has been provided through another insurance Contractor 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 Contractor may be held responsible for payments of damages to persons or property.

5.8 Enforcement of Agreement (Non-Estoppel). Contractor acknowledges and agrees that actual or alleged failure on the part of the City to inform Contractor 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. Contractor shall either: (1) include all subconsultants or subcontractors engaged in the performance of Project Services on behalf of Contractor as additional named insureds under the Contractor’s insurance policies; or (2) Contractor 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. Contractor 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 Contractor and its subconsultants and subcontractors, if any, pursuant to this Agreement:

5.10.1 Contractor 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 Contractor 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.

1367754.1
49 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 Contractor’s obligation to ensure timely compliance with all insurance submittal requirements as provided herein.

5.10.5 Contractor 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 Contractor, provide the same minimum insurance coverage required of Contractor. Contractor 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. Contractor 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 Contractor agrees to provide immediate written notice to City of any claim, demand or loss against Contractor 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, Contractor shall defend (at Contractor’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 Contractor, 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 Contractor 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 Contractor.

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 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

1367754.1
50 7.1 Records. Contractor shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Contractor 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. Contractor 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 Contractor, 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 Contractor 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. Contractor may retain copies of such documents for its own use. Contractor shall have an unrestricted right to use the concepts embodied therein. Contractor 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 Contractor fails to secure such assignment, Contractor 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 Contractor, 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.

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 Contractor 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 Contractor. 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

1367754.1
51 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 Contractor, 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, Contractor shall immediately cease all Project Services, except as may be specifically approved by the Contract Officer. Contractor 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 Contractor.

8.6.1 Contractor’s failure to comply with any provision of this Agreement shall constitute a default.

8.6.2 If the Contract Officer determines that Contractor is in default in the performance of any of the terms or conditions of this Agreement, he/she shall notify Contractor in writing of such default. If such default is capable of being cured, Contractor 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 Contractor 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 City may be entitled at law, in equity, or under this Agreement. Contractor 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 Contractor 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 Contractor 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 Contractor for the purpose of set-off toward the cost of completion of the Project Services. The withholding or failure to withhold payments to Contractor shall not limit Contractor’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

1367754.1
52 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 of the 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 of the City shall be personally liable to the Contractor, 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 Contractor or to its successor, or for breach of any obligation of the terms of this Agreement.

9.2 Covenant Against Discrimination. Contractor 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. Contractor shall take affirmative action to insure that applicants and employees are treated 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 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 – _____________________.

1367754.1
53 To City: Chet Simmons, City Manager
City of Los Alamitos
3191 Katella Ave.

Los Alamitos, CA 90720
[email protected]
With copy to:

Michael S. Daudt, City Attorney
Woodruff, Spradlin & Smart
555 Anton Blvd., Suite 1200
Costa Mesa, CA 92626
[email protected]
To Contractor: Name of Contractor
Street
City, State, Zip Code
Email

10.2 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.

10.3 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.

10.4 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties’ successors and assignees.

10.5 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.

10.6 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.

10.7 Prevailing Wages. Contractor 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”). Contractor agrees to fully comply with all

1367754.1
54 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, Contractor shall bear all risks of payment or non-payment of prevailing wages under California law, and Contractor 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.

10.8 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]

1367754.1
55 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:_______________________________
Shelley Hasselbrink
Mayor
APPROVED AS TO FORM.

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

By:_______________________________
Windmera Quintanar, MMC
City Clerk
“Contractor”
Name of Contractor
By:_______________________________
Name
Title
By:_______________________________
Name
Title

1277023.1
EXHIBIT “A”
CONTRACTOR’S PROPOSAL/ SCOPE OF SERVICES
DATED: _______ ___, 2021

City of Los Alamitos

CITY COUNCIL AGENDA REPORT
MEETING DATE: September 19, 2022 ITEM NUMBER: 8F
To: Mayor Shelley Hasselbrink & Members of the City Council Presented By: Michael Claborn, Chief
Subject: Professional Services Agreement for Crossing Guard Services with All City Management Services

SUMMARY
The City of Los Alamitos has outsourced crossing guard services to All City Management Services (ACMS) since FY 2016-2017. ACMS has successfully and effectively provided crossing guard services since that time. Staff is supportive of continuing this relationship into the next fiscal year. If approved, the proposed amendment would extend the term of the Professional Services Agreement with ACMS for an additional (1) one-year term which will expire June 30, 2023.

RECOMMENDATION
Authorize the Mayor to execute Amendment 3 to the Profession Services Agreement for crossing guard services with All City Management Services in the amount of $108,304.56 with a term expiring June 30, 2023.

BACKGROUND
Since July 2018, the City of Los Alamitos has contracted with All City Management Services for the provision of crossing guard services. The program has provided the Los Alamitos Unified School District’s students with safer routes to and from school. The cities of Los Alamitos, Seal Beach, and the community of Rossmoor have children who attend Los Alamitos School District grade schools and middle schools. The students and community have directly benefited from this program. All City Management Services has met or exceeded the expected level of service.

DISCUSSION
All City Management Services is the only nationwide company specifically and exclusively providing school crossing guard services. Their Corporate Office is in Santa Fe Springs, California but also have offices in Nevada, Texas, Kansas, and New York.

The primary focus of their business model is to assume responsibility for the task and challenges of privatizing and managing a successful crossing guard program. They have 30 years of experience and lead the crossing guard industry in the development of crossing guard standards for training, supervision and safety.

ACMS assumes the responsibility for personnel and recruitment, background and security clearance, training, payroll, providing substitutes, supervision, handling of complaints, problem resolution, site safety inspections and communicating with schools.

ACMS continuously conducts site safety inspections throughout the school year. ACMS will observe the crossing locations during the school year to provide them a clear and accurate understanding of the traffic patterns and related safety concerns to complete a thorough assessment in order to make recommendations of changes to service levels when necessary.

FISCAL IMPACT
The proposed annual cost for ACMS crossing guard services for FY 2022-2023 is $108,304.56. Sufficient funds have been requested in the Police Department’s proposed Fiscal Year 2022-2023 budget to fund the (1) one-year extension.

Attachment: 1. Amendment 3 - All City Management

2. All City Management Services (2021)

3. All City Management Services (2019)

4. All City Management Services (2018)

1717409.1
AMENDMENT No. 3 TO PROFESSIONAL SERVICES AGREEMENT
All City Management Services, Inc
This Amendment No. 3 to Professional Services Agreement (“Amendment”) is made and entered into on this 19th day of September, 2022 by and between the City of Los Alamitos, a California charter city and municipal corporation, (“City”) and, All City Management Services, Inc., a Corporation (“Firm”). City and Firm are sometimes hereinafter collectively referred to as the “Parties”.

RECITALS
A. City and Firm entered into that certain Professional Services Agreement for crossing guard services on July 1, 2018, which was subsequently amended by that certain Amendment No. 1 to Professional Services Agreement on July 1, 2019, and Amendment No. 2 to Professional Services Agreement on July 1, 2021 (collectively, the “Agreement”), which is incorporated herein by this reference.

B. City and Firm desire to amend the Agreement to extend the term of the Agreement for any additional period of one (1) year, subject to the terms and provisions of this Amendment.

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

1. Section 3 of the Agreement is hereby amended and restated in its entirety to read as follows:
“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 five (5) years, ending June 30, 2023.”

2. Except as expressly modified above, all terms and conditions of the Agreement 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.

1717409.1
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:_______________________________
Shelly Hasselbrink
Mayor
APPROVED AS TO FORM.

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

By:_______________________________
Windmera Quintanar, CMC
City Clerk
“Firm”
All City Management Services, Inc.

By:_______________________________
Baron Farwell
General Manager
By:_______________________________
Demetra Farwell
Administrative Services

DocuSign Envelope ID: 1EFCE6D8- 495F- 41338- 9F6E- B38CB5740183 AMENDMENT No. 2 TO THE PROFESSIONAL SERVICES AGREEMENT
All City Management Services, Inc.

This Amendment No. 2 to Professional Services Agreement (" Amendment") is made and entered into on this 1st day of July, 2021 by and between the City of Los Alamitos, a California charter city and municipal corporation, (" City") and, All City Management Services, Inc., a Corporation (" Firm").

RECITALS
A. City and Firm entered into that certain Professional Services Agreement for crossing guard services on October 23, 2016, which was subsequently amended by that certain Amendment No. 1 to Professional Services Agreement on July 1, 2019 collectively, the" Agreement"), which is incorporated herein by this reference.

B. City and Consultant desire to amend the Agreement to extend the term of the agreement, update the cost proposal and potential maximum annual costs, subject to the terms and provisions ofthis Amendment.

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

1. Section 3 of the Agreement is hereby amended and restated in its entirety to read as follows:

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 four years, ending June 30, 2022, unless extended by mutual written agreement ofthe Parties to a maximum of three ( 3) additional one- year terms.

2. Exhibit " A" ( Proposal/ Scope of Services) to the Agreement is hereby repealed and replaced by Exhibit A to this Amendment.

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 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.

1277059. 1

DocuSign Envelope ID: 1EFCE6D8- 495F- 4B38- 9F6E- B38CB5740183 IN WITNESS WHEREOF, the Parties have executed and entered into this Amendment as of the date first written above.

City"
City of Los Alamitos
Do
n _
cuuSigned by:
v rfa q4 By:
aEr Urlirco 7/ 11/ 2021
Mayor
APPROVED AS TO FORM. ATTEST:

Woodruff, Spradlin & Smart, APC
B LDocuSigned
by: cDocuSigned by:

Pau. B
Witndwtu^a 6,ci ata.av'
y2 EaDF , s... 7/ 11/ 2021y '-
54Bcc26B4CA8409... Michael S. Daucit Windmera Quintanar, MMC City Attorney City Clerk 7/ 12/ 2021
Firm"
All City Management Services, Inc.

By.[
DocuSigned by:
5ar 1A, Farm, ,
baron Farwell 7/ 9/ 2021
General Manager
Docned by:

By: L—BemIAEBC780etraaAB747FB...

Drwell 6/ 24/ 2021
Corporate Secretary/ Director of
Administrative Services

1277059. 1

DocuSign Envelope ID: 1EFCE6D8- 495F- 4B38- 9F6E- B38CB5740183 All City Management Services Inc.

Client Worksheet 2021 - 2022
Department: 705
City of Los Alamitos
Billing Rate for 2021/ 2022: $ 23. 94 3201 Katella Ave.

Los Alamitos, CA 90720
KEY:

Traditional Calendar:

For sites with no regularly scheduled early release days, use 180 regular days Summer School
For schools with Summer School sessions use 19 days
Sites with traditional calendar:
6 18 23. 94 25, 855. 20
2 Sites at 3. 0 hrs per day Total Hrs/ day X days/ yr X Hourly Billing Rate

10. 5 18 23. 94 45, 246. 60
3 Sites at 3. 5 hrs per day Total Hrs/ day X days/ yr X Hourly Billing Rate 8 181T1 23. 94 34, 473. 60
2 Sites at 4. 0 hrs per day Total Hrs/ day X days/ yr X Hourly Billing Rate Summer School Sites
6 F75-7 23. 94 2, 729. 16
2 Sites at 3. 0 hrs per day Total Hrs/ day X days/ yr X Hourly Billing Rate TOTAL PROJECTED HOURS 4524 TOTAL ANNUAL PROJECTED COST 108, 304. 56

AMENDMENT No. 1 TO PROFESSIONAL SERVICES AGREEMENT
All City Management Services, Inc.

This Amendment No. 1 to Professional Services Agreement (" Amendment") is made and entered into on this 1st day of July 2019 by and between the City of Los Alamitos, a California charter city and municipal corporation, (" City") and, All City Management Services, Inc., a Corporation (" Firm").

RECITALS
A. City and Firm entered into that certain Professional Services Agreement for crossing guard services on July 1, 2018 (" Agreement"), which is incorporated herein by this reference.

B. City and Consultant desire to amend the Agreement to extend the term of the agreement, update the cost proposal and potential maximum annual cost, subject to the terms and provisions of this Amendment.

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

1. Section 3 ofthe Agreement is hereby amended and restated in its entirety to read as follows:

3. 4 " Expiration Date": June 30, 2021"

2. Attachments 1- 4 to this Amendment are hereby appended and made a part ofExhibit" A" (Proposal/ Scope of Services) to the Agreement.

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 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.

1277059. 1

IN WITNESS WHEREOF, the Parties have executed and entered into this Amendment as of the date first written above.

City"
City of Los Alamitos
B
G
Warren Kusumoto
Mayor
APPROVED AS TO FORM. ATTEST:

Woodruff, Spradlin & Smart, APC
ill 14111I i;,If I
By: a • ! t'I:a/%a
Michael S. Daudt indm; ra Quintanar, MMC
City Attorney City Cler
Firm"
All City Management Services, Inc.

BAL A ` f _ L.
alIn Farwell
Ge ieral Manager
411
Deme • a Farwell
Director of Adm nistrative Service

1277059. 1

ATTACHMENT 1:

PROPOSED HOURLY RATE, CLIENT WORKSHEET 2019- 2020

MRS AUL C IMMAGMflI EI 1 5 V IC
Proposed Hourly Rate
As a full service contractor, the hourly rate quoted is a fully loaded rate, meaning all of our costs are included in the proposed hourly billing rate. This would include but be not limited to; recruitment, background clearance, training, equipment, insurance, supervision and management of the City of Los Alamitos, CA Crossing Guard Program.

Proposed Hourly Rate: Twenty Dollars and Seventy- eight Cents ($ 20.78) per hour, per guard. This pricing is based upon 7 crossing guards compensated an average of 3. 5 hours per, for 180 school days annually. This pricing also includes 2 crossing guards compensated an average of 3. 0 hours per day for 19 summer school days annually. Local field supervision and substitute guards are also included in the rate, as are all other costs except as noted below. Based upon 4, 524 hours, we project a Not to Exceed price of$94,008. 72 for contract year 2019— 2020.

This pricing considers State of California Split Shift Wage Order and presumes the crossing guards will be on site two ( 2) shifts totaling 2. 5 hours or less daily.

Invoices for services are mailed every two weeks. Included with each invoice is a Work Summary, which details each site, each day and the hours worked at that site. City of Los Alamitos would only be billed for Crossing Guard services rendered on designated " school days" unless otherwise requested by the City.

The hourly rate does not include additional safety equipment, crosswalk delineators, cones or safety devices. If the City should desire any such additional equipment the additional cost would be billed to the City.

ACMS Contact Information
Business Address: 10440 Pioneer Blvd, Suite 5 Santa Fe Springs, CA 90670 Phone numbers: 310.202.8284 or 800.540.9290
Fax number: 310.202.8325
Website address: www.thecrossingguardcompany. com
24 Hour Emergency Dispatch: 877. 363. 2267
General Manager: Baron Farwell: baron@thecrossingguardcompany. com Vice President of Operations: Patricia Pohl: pat@thecrossingguardcompany. com Director of Marketing: Harlan Sims: harlan@thecrossingguardcompany. com Comptroller Frank Luna: frank@thecrossingguardcompany. com 10440 Pioneer Blvd. Ste 5• Santa Fe Springs, Ca 90670. 800- 540- 9290 • FAX 310- 202- 8325

All City Management Services Inc.

Client Worksheet 2019 - 2020
Department: 705
City of Los Alamitos
Billing Rate for 2019/ 2020: $ 20. 78 3201 Katella Ave.

Los Alamitos, CA 90720
KEY:

Traditional Calendar:

For sites with no regularly scheduled early release days, use 180 regular days Summer School
For schools with Summer School sessions use 19 days
Sites with traditional calendar:
6 180 20. 78 22, 442. 40
2 Sites at 3. 0 hrs per day Total Hrs/ day X days/ yr X Hourly Billing Rate

10. 5 FT8T1 20. 78 39, 274. 20
3 Sites at 3. 5 hrs per day Total Hrs/ day X days/ yr X Hourly Billing Rate 818 20. 78 29, 923. 20
2 Sites at 4. 0 hrs per day Total Hrs/ day X days/ yr X Hourly Billing Rate Summer School Sites
6 17T1 20. 78 2, 368. 92
2 Sites at 3. 0 hrs per day Total Hrs/ day X days/ yr X Hourly Billing Rate TOTAL PROJECTED HOURS 4524 TOTAL ANNUAL PROJECTED COST 94, 008. 72

ATTACHMENT 2:

PROPOSED HOURLY RATE, CLIENT WORKSHEET 2020- 2021

1112a ELILQWIYANAGEM2W OTEiVCES
Proposed Hourly Rate
As a full service contractor, the hourly rate quoted is a fully loaded rate, meaning all of our costs are included in the proposed hourly billing rate. This would include but be not limited to; recruitment, background clearance, training, equipment, insurance, supervision and management of the City of Los Alamitos, CA Crossing Guard Program.

Proposed Hourly Rate: Twenty- two Dollars and Eight Cents($ 22.08) per hour, per guard. This pricing is based upon 7 crossing guards compensated an average of 3. 5 hours per, for 180 school days annually. This pricing also includes 2 crossing guards compensated an average of 3. 0 hours per day for 19 summer school days annually. Local field supervision and substitute guards are also included in the rate, as are all other costs except as noted below. Based upon 4, 524 hours, we project a Not to Exceed price of$99, 889.92 for contract year 2020— 2021.

This pricing considers State of California Split Shift Wage Order and presumes the crossing guards will be on site two( 2) shifts totaling 2. 5 hours or less daily.

Invoices for services are mailed every two weeks. Included with each invoice is a Work Summary, which details each site, each day and the hours worked at that site. City of Los Alamitos would only be billed for Crossing Guard services rendered on designated " school days" unless otherwise requested by the City.

The hourly rate does not include additional safety equipment, crosswalk delineators, cones or safety devices. If the City should desire any such additional equipment the additional cost would be billed to the City.

ACMS Contact Information
Business Address: 10440 Pioneer Blvd, Suite 5 Santa Fe Springs, CA 90670 Phone numbers: 310. 202. 8284 or 800. 540. 9290
Fax number: 310. 202. 8325
Website address: www.thecrossingguardcompany. com
24 Hour Emergency Dispatch: 877. 363. 2267
General Manager: Baron Farwell: baron@thecrossingguardcompany. com Vice President of Operations: Patricia Pohl: pat@thecrossingguardcompany. com Director of Marketing: Harlan Sims: harlan@thecrossingguardcompany. com Comptroller Frank Luna: frank@thecrossingguardcompany. com 10440 Pioneer Blvd. Ste 5• Santa Fe Springs, Ca 90670. 800- 540- 9290 • FAX 310- 202- 8325

All City Management Services Inc.

Client Worksheet 2020- 2021
Department: 705
City of Los Alamitos
Billing Rate for 2020- 2021: $ 22. 08 3201 Katella Ave.

Los Alamitos, CA 90720
KEY:

Traditional Calendar:

For sites with no regularly scheduled early release days, use 180 regular days Summer School
For schools with Summer School sessions use 19 days
Sites with traditional calendar:
6 FT8TI 22. 08 23, 846. 40
2 Sites at 3. 0 hrs per day Total Hrs/ day X days/ yr X Hourly Billing Rate

10. 5 180 22. 08 41, 731. 20
3 Sites at 3. 5 hrs per day Total Hrs/ day X days/ yr X Hourly Billing Rate 8 FiC71 22. 08 31, 795. 20
2 Sites at 4. 0 hrs per day Total Hrs/ day X days/ yr X Hourly Billing Rate Summer School Sites
6 17T1 22. 08 2, 517. 12
2 Sites at 3. 0 hrs per day Total Hrs/ day X days/ yr X Hourly Billing Rate TOTAL PROJECTED HOURS 4524 TOTAL ANNUAL PROJECTED COST 99, 889. 92

PROFESSIONAL SERVICES AGREEMENT
IA II City Management Services, Inc.]
THIS PROFESSIONAL SERVICES AGREEMENT (" Agreement") is made and entered into, to be effective this 1st day of July 2018 (" Effective Date"), by and between the CITY OF LOS ALAMITOS, a California charter city and municipal corporation, (" City") and All City Management Services, a 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 Crossing Guard Services Management(" Project").

B. Firm has submitted to City a written proposal, dated May 9, 2018, to provide Crossing Guard Services Management 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.

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 FIRM

1. 1 Scope of Services and Standard of Performance. Firm shall provide those services set forth in Firm' s Proposal, dated May 9, 2018, consisting of Proposed Hourly Rate and Client Work Sheet 2018- 2019 attached hereto as Exhibit " A" (" Scope of 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 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 1 1277023. 1

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: ( 1St) the main body of this Agreement; and ( 2rd) 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. 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 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. 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 1277023. 1

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 professional hourly rates and charges set forth in the" Proposed Hourly Rate" in an amount not to exceed Eighty eight thousand one hundred twenty- eight Dollars ($ 88, 128). The maximum amount of City' s payment obligation under this Agreement is the amount specified in this section.

2. 2 Method ofPayment. 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.

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 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 Majeure. The time for performance ofthe Project Services maybe extended because of any delays due to unforeseeable causes beyond the control and without the fault or 3 1277023. 1

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 of the 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 ifin 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 one year, ending on June 30, 2019 unless extended by mutual written agreement of the Parties to a maximum of three( 3) two ( 2) year terms.

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: Demetra Farwell. 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 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 of the Contract Officer.

4. 2 City' s Contract Officer. The City' s Contract Officer shall be Sean Connolly, Captain- Support Services, 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 4 1277023. 1

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 of Firm, 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 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 ofthe performance of any Project Services. Iffor 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.
5 1277023. 1

4. 5 PEERS 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, 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 6 1277023. 1

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 of this Agreement, and for a period ofthree ( 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 ofthis Section

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 If the 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 of the 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 ifthe 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.
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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 under their workers' compensation insurance policies. Firm shall also obtain and maintain, in full force and effect throughout the term ofthis Agreement, a policy ofEmployer' 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 ofinsurers. 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 ofA-: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 ofloss 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 ifthey 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 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 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.
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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 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 teinis" 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, Firm shall deliver certificates of insurance together with original endorsements affecting each ofthe 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. Ifsuch 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 9 1277023. 1

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 of the 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 Recyuircments. 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 ofthe 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.
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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 of the Firm.

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
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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 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 Firm, its employees, subconsultants, subcontractors and agents in the performance ofthis 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 ofthe 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 not 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 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 12 1277023. 1

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 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 of the Project Services as provided herein.

8.7 Attorneys' Fees. In the event any dispute between the Parties with respect to this 13 1277023. 1

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 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 of the terms of this 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 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 ofthis Agreement without the written consent ofthe 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 ofthe 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 14 1277023. 1

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 ofthe 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 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— All City Management Services, Inc.

To City: Sean Connolly, Captain— Support Services
City of Los Alamitos
3191 Katella Ave.

Los Alamitos, CA 90720
sconnolly@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: All City Management Services, Inc.
10440 Pioneer Blvd., Suite 5
Santa Fe Springs, CA 90670
demetra@thecrossingguardcompany. 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 ofthis Agreement shall be binding unless executed in writing by both Parties hereto, or their respective successors, assigns, or grantees.
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10. 5 Severability. In the event that any one or more ofthe 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 ofthis Agreement, by 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.

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