Agenda packet — San Clemente City Council, November 19, 2024 (part 5 of 6)

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City of San Clemente
Beaches, Parks & Recreation Department
100 N. Calle Seville, San Clemente, CA 92672
Phone: (949) 361-8264

APPLICATION FOR RECREATION SPORTS PARTNERSHIP
Must be completed by an authorized representative of the organization. Attach extra pages as needed.

It is the desire of the City of San Clemente to encourage and promote various Recreation programs for its residents on a year-round basis within the city limits, and to make the best and most efficient use of City’s amenities, fields and facilities. For a non-profit organization to qualify for Recreation Partnership, they must meet one of the minimum requirements and criteria listed below.

Tier I: must have provided the sports program within the City of San Clemente for at least three years, and currently have at least 300 participants, 90% of whom reside in the City.

Games, tournaments, and practices must be conducted within San Clemente boundaries.

Tier II: must have provided the sports program within the City of San Clemente for at least three years, and currently have at least 300 participants, 85% of whom reside in the City.

Games, tournaments, and practices must be conducted withing San Clemente boundaries.

Tier III: must have provided the sports program for City of San Clemente for at least three years, and currently have 200 participants, 80% of whom reside in the City. Games, tournaments, and practices must be conducted within San Clemente boundaries.

Tier IV: must have provided the sports program withing the City of San Clemente for at least three years, and have at least 100 participants, 70% of whom reside in the City.

The Organization is seeking:
☐ Tier I ☐ Tier II ☐ Tier III ☐ Tier IV
Has the Organization been granted partnership status in the past? ☐ Yes ☐ No If yes, what year? ______ What level? ______________ Section 1: GENERAL INFORMATION
Organization: Federal Tax ID#:

Main Contact: CA Domestic NonProfit#:

E-Mail: Primary
Phone:

Attachment 3
1186
Address:

Alternate
Phone:

Years serving
San Clemente:

Sport/Activity: Ages Served:

Section 2: PROGRAM INFORMATION

2.1 Website
Link to league’s website:

2.2 Mission Statement
Provide your league’s mission statement.

2.3 League Rules
Provide your league rules that align with our sport partnership policy 5.1.1.g

2.3 Primary Season Details
Primary Season Dates:
# Participants Registered Last Year: % San Clemente
residents:
# Participants Anticipated This Year: % San Clemente
residents:

Do players tryout based on skill? ☐ Yes ☐ No
% Participation in recreation-based program:
% Participation in skill-based (Club, Select, All-Star) program:

Are players guaranteed minimum playing time? ☐ Yes ☐ No If yes, how much and explain?
Itemize Costs to Participants (including required equipment purchase – attach pages as needed):
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Section 3: ORGANIZATION STRUCTURE

3.1 List the programs and/or sub-divisions offered by your organization:

Title # of
Participants
% San
Clemente
Residents
Cost to
Participate
Skills/Tryout
Based?
% ☐ Yes ☐ No
% ☐ Yes ☐ No
% ☐ Yes ☐ No
% ☐ Yes ☐ No
% ☐ Yes ☐ No
% ☐ Yes ☐ No
% ☐ Yes ☐ No
How are the following positions appointed?
BOARD OF DIRECTORS: ☐ Paid ☐ Volunteer ☐ Other, explain: _______________ COACHES: ☐ Paid ☐ Volunteer ☐ Other, explain: ___________________________ COORDINATORS: ☐ Paid ☐ Volunteer ☐ Other, explain: _____________________

3.2 How does your organization select/place players on each team during the primary season? Is there any carry-over of players to the same team for the next season?

3.3 Describe the expectations of parents and/or participants in the form of volunteering (including tasks, number of hours, and if there is a monetary donation expected)? Is there a penalty for non-volunteers?

3.4 Does your organization offer camps, clinics, or, private lessons? ☐ Yes ☐ No If yes, list times, dates, and cost(s) to participants. 1188

3.5 Does your organization offer programs for the disabled and/or an inclusive program? ☐ Yes ☐ No If yes, describe program and include times, dates and costs to participants.

Section 4: GAMES AND TOURNAMENTS

4.1 Does your organization host tournaments? ☐ Yes ☐ No If yes, how many and what’s the % of non-resident teams?

4.2 If applicable, please list below tournaments your league will be requesting to host:

Tournament Date Frame
What percentage of games/tournaments are played outside of San Clemente? % Does your organization compete against out of area/non-resident teams? ☐ Yes ☐ No What percentage of games/tournaments are played against out of area teams? %

4.3 List all other organizations with which your teams compete/participate in? Section 5: SCHOLARSHIP PROGRAMS

5.1 Does your organization provide scholarships and/or reduced rate for families? ☐ Yes ☐ No If yes, provide the number of full scholarships each season, the amount per child, and the criteria for awarding the scholarship below.
# Full Scholarships Scholarship
Amount/Child Scholarship Criteria

PRIMARY
$
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Number of Partial Scholarships/Reduced Rates Primary Season:

Discount amount per child: $
Reduced Rate Criteria:

Section 6: ADDITIONAL ORGANIZATIONAL INFORMATION

6.1 Does your organization have a current certificate of insurance and endorsements? ☐ Yes ☐ No Has your organization’s insurance ever lapsed? ☐ Yes ☐ No If yes, list date(s) and brief explanation.

6.2 Has your organization been the subject of any investigation (past or pending) by any government or administrative agency, whether at the City, County, State or Federal level? ☐ Yes ☐ No If yes, list date(s) and brief explanation.

6.3 Is your organization up to date on all outstanding balances with the City? ☐ Yes ☐ No If no, list current account balance and anticipated date of receipt of payments? 1190

6.4 Has your organization demonstrated a history of adherence to City rules, policies and allocations? Please explain.

6.5 Please tell us how your organization is going to have a symbiotic relationship with the City.

PLEASE ATTACH ALL OF THE FOLLOWING:

All items on the checklist provided below must be submitted in order to consider your application complete. Incomplete applications will not be considered.

A. Proof of federal non-profit status and CA domestic non-profit status B. Program objectives, philosophy or mission statement
C. List of current board members; including name, position, and contact information D. Articles, bylaws and other charter documents
E. An itemized program operating budget
F. Profit/loss statement or audited financial statement G. Last THREE years of tax returns for San Clemente sports program; if part of a district, regional, or nationally based organization the City is requesting tax and/or financial information that is sent to the larger Parent organization.

H. Last primary season’s game/meet schedules including number of teams and game/meet locations
I. Player registration record, including addresses for Primary and Secondary Seas 1191
Attachment 4
Recreation 100 North Seville San Clemente CA 92672
55452.01600\29014959.2
Recreational Youth Sports Partnership Agreement
FOR

SAN CLEMENTE LITTLE LEAGUE
This Recreational Youth Sports Partnership Agreement: Tier I (“Agreement”) is entered into this 19th day of November 2024 (the “Effective Date”), by and between the City of San Clemente, a municipal corporation (“City”) and San Clemente Little League (“SCLL”), a California nonprofit public benefit corporation dedicated to youth sports, for a period of three (3) years starting on the Effective Date.

RECITALS:

WHEREAS, The City of San Clemente owns and operates athletic fields throughout the community. A permit is required for reservations, lighted evening use, and use of the sports fields by all clubs and sports organizations; and WHEREAS, SCLL is a private non-profit organization that has been involved in recreational baseball activities in San Clemente since 1954. SCLL served over 750 children, aged four to eighteen years old in its 2022 primary season. The SCLL Baseball program (the “Program”) is well established, showing league structure for game rules and field policy, a governing board to regulate program standards, and a proven history of providing programs for San Clemente residents; and
WHEREAS, SCLL currently uses Vista Hermosa Sports Park, Forster Ranch, San Gorgonio, Talega, Vista Bahia, and Liberty Parks and desires to enter into this Agreement to establish a standard and schedule of athletic field usage to better serve its membership.

NOW, THEREFORE, in consideration of the mutual promises and undertakings herein contained, the parties agree as follows:

COVENANTS:

Based on the foregoing Recitals and for good and valuable consideration, the receipt and sufficiency of which is acknowledged by the parties, City and SCLL hereby agree as follows:

1. SCLL Program Requirements

1.1. As a material inducement to the City’s entering into this Agreement with SCLL, SCLL agrees and covenants that, during the term of this Agreement, SCLL shall operate its Program in compliance with the following requirements, and agrees that any failure to strictly comply with any of the following requirements is a material breach of this Agreement:
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1.1.1. SCLL is and shall remain currently registered and active with the State of California as a not-for-profit community benefit organization under Section 501(c)(3) or (c)(4) of the Internal Revenue Code.

1.1.2. SCLL is not aware that it is the subject of any formal investigation by any government agency of the City, the County of Orange, the State of California, or the United States Government. SCLL shall immediately notify the City in writing if it becomes aware that SCLL is the subject of any formal investigation by a government agency.

1.1.3. SCLL shall carry Commercial General Liability insurance and sexual abuse and molestation (SAM) insurance that complies with section 18 below.

1.1.4. SCLL shall remain able to demonstrate financial hardship if the discounts provided for by this Agreement are denied and SCLL is required to pay regular rates for the use of City amenities, fields, pools, and/or facilities.

1.1.5. SCLL has and shall maintain an open enrollment policy regardless of the participant’s skill level. For purposes of this Agreement, “Open Enrollment Policy” shall mean no child shall be denied enrollment based on skill level.

1.1.6. SCLL shall maintain and enforce a “minimum play rule” for all levels of programming which requires that each person enrolled in the Program shall play 50% of the time for each game.

1.1.7. SCLL shall provide financial scholarships covering at least 10% of the participants enrolled for 50-100% of their registration fees to those participants who are in “financial need.” For purposes of this Agreement, “financial need” shall mean those families that can prove a financial and/or special hardship. The scholarship is given to the child to provide an opportunity to enroll in league activities. SCLL shall operate on the philosophy that no child will be denied a chance to play baseball due to financial hardship. SCLL will be required to submit to the City their financial reports outlining their scholarship distribution after the program’s registration period.

1.1.8. SCLL shall prohibit discrimination based on race, religion, national origin, ethnicity, sexual orientation, or gender. To promote a positive drug-free and child-friendly environment at City facilities, SCLL shall enforce a “zero tolerance” policy. Any SCLL officer, employee, agent, volunteer, or participant who is found to have abused alcohol, controlled substances (which have not been prescribed for the member), cannabis, or tobacco shall be prohibited from participating in SCLL activities. 1193
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1.1.9. SCGS represents and warrants that it is familiar with the requirements of AB506 (Business and Professions Code section 18975) and the Child Abuse and Neglect Reporting Act (Penal Code sections 11164 - 11174.3), and that it and every person volunteering or performing any services on behalf of SCGS while this Agreement is in effect does and will, at all times, comply with such requirements.

1.1.10. SCLL supplies and shall continue to supply participant rosters annually to the City. SCLL membership shall be comprised of no less than 90% San Clemente residents.

1.2. SCLL shall maintain all documentation necessary to demonstrate compliance with all of the above. City shall be permitted to inspect and make and retain copies of any documentation necessary to verify Program compliance with Article 1.

2. SCLL Representatives To City

2.1. SCLL shall designate one official representative who shall be the City’s primary contact and who shall coordinate the program, field space, and overall agreement with the City. The SCLL representative shall have the authority to make decisions for SCLL, sign applications with the City on behalf of SCLL for field use, approve billing, understand the field operations regarding both scheduling and maintenance, assist with SCLL planning of field allocations, and be responsible for resolving conflicts if/when they arise.

2.2. SCLL is responsible for notifying the City in writing within thirty (30) days of any change in its designated SCLL representative referenced in Section 2.1.

2.3. The City Beaches, Parks and Recreation Department will be the City liaison coordinating all City operations. City responsibilities are delegated to the Recreation Division, with staff coordination from the assigned Recreation Coordinator or Supervisor.

This representative(s) is responsible for field allocations, applications, billing, insurance, lights, and scheduling conflicts that may arise during this Agreement.

2.4. After-hours maintenance concerns related to field damage, vandalism, park conditions, or field and park-related emergencies should be directed to the Public Works Maintenance Services Division at (949) 361-8317.

3. Athletic Field Rental Rates

3.1. All field assignments shall be made by the City in its sole and absolute discretion. SCLL shall pay a Field Rental Fee to the City within 14 business days after receipt of Field Use Permits for the upcoming season or month.

3.2. Field Rental Fee. The fees noted below shall remain in effect during the entire term of this Agreement. The following use fees for non-profit youth sports 1194
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organizations are collected by the Recreation Division. Fees are subject to change based on City Council resolution. Organizations will be notified of any proposed changes before any public meeting to adopt fee changes. Fees remain in effect and apply to SCLL Tier I Partnership:

Park/Rental Type Hourly/Daily Fee Discount Partner Fee
Neighborhood $40/hour 90% Discount $4/hour
Community $50/hour 90% Discount $5/hour
Sport $60/hour 90% Discount $6/hour
Tournaments See hourly rates above 50% Discount ---
Camps/Clinics See hourly rates above 50% Discount ---
Light Fee $15/hour 0% $15/hour

4. Field Storage
During the term of this Agreement, SCLL is permitted to place a storage bin(s) for equipment and supplies to be used at the field at which the equipment is stored as follows:

4.1. Designated park storage space will be identified at the start of each primary season and reviewed bi-annually with the organization. A separate storage use agreement may be initiated under consideration of the Beaches, Parks & Recreation Director with agreement by both parties of this Agreement.

4.2. Keys for City park storage areas will be given only to the SCLL representative defined in Section 2. A signature for key check-out is required on all keys.

Lost keys must be reported immediately to the City. The organization will be responsible for covering all costs associated with the re-key of said facility. SCLL is required to keep control over keys and assignment of keys.

4.3. SCLL is responsible for the maintenance, rental, and safety of the storage unit, and all supplies therein. At no time will combustible supplies or hazardous materials be permitted to be stored on City Property. The foregoing prohibition applies to materials that include but are not limited to flammable products such as gasoline for equipment or propane for barbecues.

4.4. SCLL is required to release unused or unneeded storage facility space if the organization deems it is no longer necessary for operations.

5. Concessions

5.1 SCLL is approved to utilize the concession buildings at Liberty, Forster Ranch, Vista Bahia, and Vista Hermosa Sports Park to sell concessions to their participants provided they apply for and obtain the appropriate permits from the Orange County Health Department. Such permits shall be available at all times for viewing during concession sales.
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5.2 SCLL may only sell food products to the program participants and fans during the scheduled league dates

5.3 SCLL must adhere to Orange County Health Department standards for the storage and preparation of food items.

5.4 Any food items left in storage should be properly stored in airtight containers to control pests and protect the quality of the food.

5.5 SCLL will not permit children or those under 18 to operate a BBQ and other appliances or use flammable liquids or materials.

5.6 Use of Styrofoam products is prohibited. The City of San Clemente passed Resolution No. 04-27 on April 20, 2004, prohibiting the use of food service items comprised of expandable polystyrene, commonly referred to by the trade name “Styrofoam.” Rental agreements for the usage of any City-owned property or facility shall require the renter to assume the responsibility for preventing the utilization and/or distribution of expandable polystyrene food service products, commonly referred to by the trade name “Styrofoam”, by any attendee or vendor (caterer) utilizing the City property or facility during the term of the rental agreement. Failure to abide by this resolution will result in the automatic denial of future field rentals.

6. Field Scheduling

6.1. Although community programs and community contract classes have priority, the City offers Tier I Partners the opportunity to schedule field space in two increments for the year. The scheduling of “blocks” of time is coordinated by the Recreation Division. Fields booked for SCLL are to be utilized solely for SCLL programs.

SCLL may not sublet field space to any non-SCLL or other organization. There is no exclusive use of any fields; therefore, the City has a right to rent any field to other organizations.

6.2. To assist the City in determining a Master Field Calendar for each allocation period, SCGS must complete the necessary application requesting needed field space at the following times:
 Winter/Spring (January-May reservations): Due October 15th  Summer (June-August Reservations): Due March 30th
 Fall (September-December Reservations): Due June 15th

6.3. SCLL representatives must attend the field allocation meeting bi-annually to coordinate other group needs in the community.

6.4. SCLL shall request only needed field space, and not overbook the fields.

The Recreation Division will assist SCLL in determining necessary field space by reviewing the number of participants in SCLL and the length of primary season games. 1196
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6.5. SCLL will be required to submit all practice and game schedules to the City for review before Opening Ceremonies.

6.6. SCLL will be required to relinquish all field space that is not needed to the City prior to Opening Ceremonies.

6.7. If once regular season league play begins and the City determines that not all field space is needed by SCLL, the City will request that SCLL relinquish reserved time for other rentals. It is the responsibility of SCLL to coordinate all field schedules with its participants and coaches.

6.8. It is the responsibility of SCLL to coordinate all block schedules with their participants. This includes scheduling fields and monitoring the fields for use. Fields that are consistently left vacant within block permit time will be reviewed by the Recreation Division for reassignment.

6.9. SCLL will be required to submit practice and game schedules to the Recreation Division for review one week prior to Opening Day Ceremonies.

7. Field Use and Parking

7.1. Sports fields without lights are closed at dusk, and no later than 9 p.m.

Lighted sports fields close at 10 p.m. SCLL is required to vacate all fields before closing time.

7.2. All parks close at 10 p.m. Should park gates be locked for the evening, vehicles remaining in the parking lot(s) will be under the authority of the Orange County Sheriff’s Department and subject to ticketing and impound.

7.3. Cancellations and changes to approved rentals. A change fee of $25.00 will be added for any change in time or space requested after a rental permit has been approved and billed out.

7.4. Nonuse of fields. SCLL will be charged the full hourly rate (non-discounted) for SCLL-affiliated groups without permits or usage without approval.

7.5. Edits and cancelations of reserved fields must be made a minimum of one (1) business day prior to the start of the rental time listed on the permit if the fields will be unutilized. These change requests will be used to revise the monthly billing, and SCLL will be issued a refund for the released fields. Change requests to reduce field usage may not be submitted after the rental date.

7.6. All changes in permitted field space must be submitted in writing the Recreation Coordinator or Supervisor overseeing the field use permit. Online requests may be submitted electronically through www.san-clemente.org/fieldchange

7.7. City parks with athletic fields have limited parking. Some of these parks also have restricted parking on the street (Talega, Liberty, and Tierra Grande). SCLL must 1197
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communicate these parking limitations to their participants. City is not responsible for providing parking to SCLL participants. SCLL must manage the use of space by coordinating its game and practice schedules according to the availability of parking at each site.

7.8. In an effort to reduce the impact on parking and congestion in these parks, the City will limit the number of rental permits on weekends during league play and summer months.

7.9. When scheduled at a neighborhood or community park field, SCLL must incorporate a 30-minute buffer in game schedules to reduce overlap of game times and allow for adequate time between games for players leaving the games to vacate parking spaces for those coming in.

7.10. SCLL must inspect and notify the City immediately of any safety hazards at facilities and fields.

8. Sport Light Use

8.1. SCLL shall be charged a separate Light Use fee from the hourly Field Use Fee or flat rate Administrative Fee. The Light Use fee varies by ball field and will be billed according to use. Discounts do not apply to light fees.

8.2. Key-Operated Lights: Youth Sports Organizations that have reserved and paid for lighted sports fields will be granted a key to operate the field lights. Keys will be checked out to SCLL by the City Recreation Division staff. Duplication of keys is not permitted. Representatives must note the rules and operation of the lights. SCLL is required to keep custody and control over keys and assignment of keys.

8.3. Computer-Operated Lights: Once a light schedule is determined by the user and is approved by the Recreation Division by permit, the Recreation Division will code the light towers by scheduling with MUSCO. Lights are automatically turned on and off by block time and are not permitted later than the closing time.

8.4. SCLL must designate field representatives to monitor the field use in the evening to ensure that the fields are not vacant with lights on. SCLL shall shut the lights off if /when they plan to leave the park in advance of the time issued. The City will issue a toll-free phone number to contact MUSCO Lighting and a password that allows SCLL direct contact with the lighting company. Recreation Staff will monitor the MUSCO statements for changes made by the league and adjust the billing.

9. SCLL Contributions to Field Maintenance

9.1. As a Tier I Partner to the City, SCLL shall assist with the stewardship and maintenance of sports fields.

9.2. SCLL shall obtain prior written consent from the City to make any alterations, additions, or improvements to City fields including routine field maintenance 1198
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and preparations which include mowing, picking weeds, raking, and/or chalking. SCLL understands that any other such alterations, additions, or improvements must comply with all state and local standards.

10. SCLL Supplies and Equipment Contribution

10.1. SCLL will provide for their own field equipment, and other supplies as necessary as well as be responsible for field preparation as assigned below.

10.2. SCLL will be responsible for lining fields for gameplay as necessary for their leagues.

10.3. SCLL may store specialized field equipment and game supplies in available storage shed as per agreement. SCLL may not sublet the storage area to other groups.

10.4. Field maintenance equipment left on City fields for the duration of the season will be the responsibility of SCLL. Equipment found in disrepair is the responsibility of the user group to remove in a timely manner. Organizations found in contempt of this may forfeit their right to store equipment on fields or be charged for the costs associated with removal and disposal.

11. Inclement Weather Field Procedures

11.1. When fields must be closed due to rain or other inclement weather, saturated field conditions due to irrigation problems, any damage due to vandalism, or other conditions needing immediate attention, the Parks Maintenance Division will determine the closure term and begin procedures as follows.

11.2. City will determine the appropriate amount of days for the field to remain closed to the extent possible by utilizing weather reports and daily on-site field inspections. The City shall post closure signs on the fields, accordingly.

11.3. Field closures will be listed on the City’s official MUDLINE which can be accessed at the City’s website. Each organization is responsible for reviewing the MUDLINE, the City will not contact field users individually regarding closures. The MUDLINE is updated when fields are closed by 1 p.m. on weekdays and by 8 a.m. on weekends. When a field is closed, it is closed for the remainder of the day.

11.4. SCLL shall ensure that their league coaches and participants stay off all closed fields.

11.5. SCLL agrees to reimburse the City for any maintenance costs directly attributed to damage or misuse of athletic fields by SCLL participants or during their use by SCLL, including unauthorized alteration of a City park site, within ten (10) days of the request for reimbursement by the City.

12. Vehicle Access
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Vehicles are not permitted on City fields. SCLL agrees and acknowledges that volunteer coaches and other program participants will not drive vehicles onto the fields.

This includes vehicles driven by coaches to unload game equipment or supplies for the program.

13. Field and Park Clean-Up
SCLL shall clean up fields and associated park areas in the proximity of the field after each use by SCLL. This includes litter left behind from fans in the bleachers, dugouts, or snack concession stand areas. The City will provide adequate trash containers. SCLL shall prevent all materials or water related to clean-up activities after the event from entering the storm drain system (i.e., street gutters or catch basins).

14. Crowd Control
It is the responsibility of SCLL to keep registered participants and their fans from engaging in un-sportsmanlike conduct, such as fighting, or rude and abusive verbal confrontations. If field representatives or game officials of the league cannot control the situation, SCLL should contact the Orange County Sheriff’s Department for assistance.

15. Tournaments, Camps/Clinics, Special Events, and Opening Day

15.1. SCLL may apply to organize other programs in conjunction with the league, such as tournaments, camps/clinics, special events, and opening day ceremonies (“Program Events”). SCLL shall give notice of all Program Events to the Beaches, Parks, and Recreation Department by way of application thirty (30) days in advance of the rental.

In reviewing Program Event requests, the City shall consider the potential impacts on the neighborhood and park amenities. The Recreation Division will review and coordinate the appropriate permits and services it deems necessary for any Program Events, such as planning for additional janitorial in restrooms, overflow parking, and sound permits.

Please note the rules regarding tournaments, special programs, and events which are outlined in the Tournament Application and Policy Guidelines. In some instances, the City may require a Special Event Permit application to be submitted. The City representative to SCLL will communicate this process to the organization.

15.2. SCLL will receive the Tier I Partnership discount of 90% for Opening and Closing Day Ceremonies.

15.3. SCLL will receive a 50% discount for Tournaments and Camps/Clinics.

15.4. SCLL must submit a field request and meet with City staff at least thirty (30) days prior to the Program Event date and complete an Orientation Checklist.

15.5. SCLL is encouraged to participate in a recycling program outlined in the Tournament Application and Policy Guidelines.
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15.6. SCLL shall prohibit the consumption of alcoholic beverages at all Program Events.

15.7. Amplified sound is subject to enforcement as per the City of San Clemente Noise Ordinance. Sound Permits are required for all amplified sounds, including but not limited to PA systems, DJs, and live entertainment such as bands that include amplification for the instruments, drums, horns, etc. Applications are reviewed by the City’s Beaches, Parks, and Recreation Department.

15.8. Bounce houses or similar inflatable features are not permitted on City Parks unless approved in advance with appropriate liability insurance naming the City of San Clemente as additionally insured and meeting all requirements of section 17 below.

15.9. Per Orange County Fire Authority (“OCFA”) Guideline F-05, an OCFA permit is required to erect or operate a tent or air-supported temporary membrane structure having an area over 200 square feet, or a canopy over 400 square feet, except for structures used exclusively for camping. (UFC 105.8t.1). The regulations of the State Fire Marshall for large and small tents, awnings and other fabric enclosures shall also apply. (UFC 320).

16. League Promotions

16.1. Printed Materials: SCLL will be responsible for all printed promotional materials for its leagues and tournaments. The City shall not copy flyers, posters, registration packets, or any other printed materials. SCLL is encouraged to use the designated City brochure racks located at the Community Center and the San Clemente Aquatics Center located in the Vista Hermosa Sports Park. Flyers may not be left on parked vehicles at any City Park or facility.

16.2. Magazine/Website Space: The City will include contact information for SCLL once each quarter in the City’s Recreation Magazine and on the City Website in the youth sports section. SCLL is responsible for submitting accurate information to the City before the publishing schedule.

16.3. Overhead Banner Reservation: SCLL may seek to participate in the City’s overhead banner program in the same manner as any other Community Partner. Regular banner fees apply for the banner hanging. Space in the calendar is based on date availability in conjunction with other city programs and partners. Applications are available in November of each calendar year and processed by January.

16.4. Banners on Field Fences and Park Areas: SCLL shall not use City parks or facilities to hang banners on the fences or buildings except as provided for herein. During games, program events, and registration days, SCLL may temporarily hang banners on the ball field fences provided such banners are removed when vacating the field on the same date. Exceptions may be made for seasonal banners on hub fields that are not regularly used by any other organization in the City’s sole and absolute discretion. Any 1201
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such exceptions shall be negotiated and pre-approved by the Recreation Division before placing banners.

17. Indemnification
To the fullest extent permitted by law (including, without limitation, California Civil Code Sections 2782 and 2782.6), SCLL shall defend (with legal counsel reasonably acceptable to City), indemnify, and hold free and harmless City and City’s agents, officers, and employees, (collectively, the “Indemnitees”) from and against any and all claims, loss, cost, damage, injury (including, without limitation, injury to or death of any SCLL participants, invitees, officers, agents, employees, representatives, or subcontractors of SCLL [collectively, the “SCLL Entities”]), expense and liability of every kind, nature and description (including, without limitation, incidental and consequential damages, court costs, attorney’s fees, litigation expenses and fees of expert contractors or expert witnesses incurred in connection therewith and costs of investigation) that arise out of, pertain to, or relate to, directly or indirectly, in whole or in part, the negligence, recklessness, or willful misconduct of SCLL’s use of the City facilities including but not limited to the San Clemente fields, by any of the SCLL entities, anyone directly or indirectly employed by any of them, or anyone that they control or invite to the premises (collectively, the “Liabilities”). Such obligation to defend, hold harmless, and indemnify any Indemnitee shall not apply to the extent that such Liabilities are caused by the sole and active negligence or willful misconduct of such Indemnitee.

18. Insurance

18.1. Prior to the City’s execution of this Agreement, and as a condition to the effectiveness hereof, SCLL shall submit certificates and endorsements to City indicating compliance with the following minimum insurance requirements, and SCLL shall maintain such insurance in effect during the entire term of this Agreement:

18.1.1. Commercial General Liability, personal injury and property damage liability, contractual liability, independent contractor’s liability, and with minimum combined liability limits of Two Million Dollars ($2,000,000) per occurrence for all covered losses, and Four Million Dollars ($4,000,000) in the aggregate. Any deductible or self-insured retention in excess of Five Thousand Dollars ($5,000) shall be declared to the City and requires the prior approval of the City’s Risk Manager.

18.1.2. SCGS shall carry sexual abuse and molestation (SAM) insurance with limits not less than $1,000,000 per occurrence or claim with an aggregate of not less than $2,000,000. The policy shall provide coverage including but not limited to claims for improper sexual conduct, damages because of bodily injury, and negligent hiring and supervision.

18.2. Each such policy of insurance shall:
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(i) be issued by companies that hold a current policy holder’s alphabetic and financial size category rating of not less than A-VII, according to the current Best’s Key Rating Guide or a company of equal financial stability that is approved by City’s Risk Manager for all coverages except surety;
(ii) name and list as additional insured City and City’s officers, employees, and agents. An endorsement shall accompany the insurance certificate naming such additional insured. Additional Insured Endorsement is subject to approval by the city’s risk manager, at their sole discretion;
(iii) specify it acts as primary insurance and that no insurance held or owned by City shall be called upon to cover a loss under the said policy;
(iv) contain a clause substantially in the following words: “it is hereby understood and agreed that this policy may not be canceled or materially changed except upon thirty (30) days prior written notice to City of such cancellation or material change as evidenced by a return receipt for a registered letter;”
(v) cover the operations of SCLL pursuant to the terms of this Agreement; and
(vi) be written on an occurrence and not a claims-made basis.

18.3. With respect to such insurance policies, original documents shall be sent to:

Original documents sent to:

City of San Clemente
Risk Management Office
910 Calle Negocio, San Clemente, CA 92673
One additional copy sent to:

Beaches, Parks and Recreation Department
100 Calle Seville, San Clemente, CA 92672

19. Violation Warning Procedure and Disciplinary Policy

19.1. Purpose: The purpose of this policy is to implement a systematic method of enforcing the Municipal Code and Field Rules, Use and Allocation Policy.

19.2. Policy: City reserves the right to cancel or suspend any and all permits issued to SCLL as well as any other use of City facilities as provided for under this Agreement for meets, practices, and other usages based upon SCLL’s violation of the City Municipal Code or this Agreement.

19.3. Commitment: SCLL’s Board of Directors is required to notify their volunteer coaches, parents, and participants about the rules and regulations set forth in the Ball 1203
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Field and Park Rental Policies, municipal codes, and guidelines within this Agreement.

The Recreation Division will work closely with SCLL to address concerns and enhance communications between staff, field users, and the community. It is the responsibility of SCLL to notify City of any concerns.

19.4. Outcome: SCLL shall regularly communicate with SCLL members to educate participants, coaches, and parents to become increasingly more responsible working within the Municipal Code and field rules, and user agreements, especially where traffic, noise, parking, trash, and issues are concerned. By enhancing communication all parties involved will benefit.

19.5. Violations: City shall document violations resulting from SCLL’s failure to follow the terms of this Agreement, the Municipal Code, and City Department policies and procedures.

19.6. Notification: City staff will contact the SCLL representative to discuss any noticed violation. City shall e-mail SCLL’s representative, with a copy to the President, and will follow up on the telephone conversation confirming the discussion and details of the incident or violation.

19.7. Proposed Resolution and Timeline: SCLL’s representatives will work with City staff to propose a resolution and define the timeline in which the issue will be resolved. This information will be confirmed in writing to both the SCLL’s representative and President. If SCLL fails to take the necessary actions to resolve the issue as agreed upon between the parties, City may resolve the issue and charge SCLL for any manpower and/or equipment used to resolve the issue. SCLL shall bear all costs and expenses City deems necessary to completely resolve the issue and shall reimburse the City within ten (10) days of demand.

19.8. Warning Issued: If the issue is not resolved by the agreed-upon date, City shall send a written warning to SCLL.
(i) First Warning: The First Warning letter will be sent upon SCLL’s first failure to resolve an issue resulting from a direct violation of this Agreement, the Municipal Code, or park operating policy or rule. A letter will be written to SCLL’s President and representative documenting the violation and will be placed in SCLL’s file. A report and/or pictures of the violation will be included for reference. The matter may be appealed by SCLL to the Beaches, Parks and Recreation Department Director.
(ii) Second Warning: A Second Warning is issued after a second documented violation occurs within one year (365 days) from the First Warning. City will send SCLL a letter notifying SCLL that a City staff member will be assigned to monitor SCLL activities due to the violation. SCLL will be billed for the assigned hours of said staff member at the staff member’s appropriate hourly rate. The staff 1204
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member will act as a City representative on duty to monitor activity at the fields and to report further violations to City. This may be appealed to the Beaches, Parks and Recreation Department Director.
(iii) Third Warning: A third warning is issued after a third documented violation occurs within one year (365 days) from first violation. Upon issuance of a Third Warning City shall review this Agreement. The Agreement is subject to termination upon such review. Any termination may be appealed to the Beaches, Parks and Recreation Department Director and ultimately appealed to the Beaches, Parks and Recreation Commission and/or City Council.

19.9. Termination: City may terminate this Agreement without cause by providing thirty (30) days’ notices in writing.

19.10. San Clemente Municipal Code: Nothing in this Agreement shall limit the City’s authority to enforce the San Clemente Municipal Code or otherwise take legal action under State law.

20. Term and Cooperation

20.1. The term of this agreement shall be one year from the Effective Date the Beaches, Parks & Recreation Director executes this Agreement unless canceled under the provisions of Section 19.9.

20.2. SCLL shall adhere to all the policies and procedures of City and cooperate with the Department and City staff to ensure that the purpose of this Agreement is met.

SCLL shall not discriminate against those in its employ, volunteers, or participants on account of race, religion, national origin, ethnicity, sexual orientation, or gender (except where gender is a bona fide issue for the sports program and is in compliance with the law).

21. Miscellaneous

21.1. Entire Agreement. This Agreement sets forth and contains the entire understanding and agreement of the parties with respect to the subject matter set forth herein, and there are no oral or written representations, understandings or ancillary covenants, undertakings, or agreements which are not contained or expressly referred to herein. No testimony or evidence of any such representations, understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this Agreement.

21.2. Severability. If any term, provision, covenant or condition of this Agreement shall be determined invalid, void or unenforceable, then this Agreement shall terminate in its entirety, unless the parties otherwise agree in writing, which agreement shall not be unreasonably withheld.
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21.3. Interpretation and Governing Law. This Agreement and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting party or in favor of City shall not be employed in interpreting this Agreement, all parties having been represented by counsel in the negotiation and preparation hereof.

21.4. Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement.

21.5. Singular and Plural. As used herein, the singular of any word includes the plural.

21.6. Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element.

21.7. Waiver. Failure of a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of such party's right to insist and demand strict compliance by the other party with the terms of this Agreement thereafter.

21.8. No Third Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit for the parties and their successors and assigns. No other person shall have any right of action based upon any provision of this Agreement.

21.9. Force Majeure. Neither party shall be deemed to be in default where failure or delay in performance of any of its obligations under this Agreement is caused by earthquakes, other acts of God, fires, wars, riots or similar hostilities, strikes and other labor difficulties beyond the party's control (including the party's employment force), government regulations, court actions (such as restraining orders or injunctions), or other causes beyond the party's reasonable control. If any such events shall occur, the term of this Agreement and the time for performance shall be extended for the duration of each such event, provided that the term of this Agreement shall not be extended under any circumstances for more than two (2) years.

21.10. Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the party benefited thereby of the covenants to be performed hereunder by such benefited party.

21.11. Counterparts/Electronic Signatures. This Agreement may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instrument. This Agreement may be executed electronically with the same force and effect as an original ink signature.

21.12. Litigation. Any action at law or in equity arising under this Agreement or brought by any party hereto for the purpose of enforcing, construing or determining the 1206
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validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Orange, State of California, or such other appropriate court in said county, and the parties hereto waive all provisions of law, including under Code of Civil Procedure section 394, providing for the filing, removal or change of venue to any other court.

Service of process on City shall be made in accordance with California law. Service of process shall be made in any manner permitted by California law and shall be effective whether served inside or outside California.

21.13. Amendments in Writing/Cooperation. This Agreement may be amended only by written consent of both parties. The parties shall cooperate in good faith with respect to any amendment proposed in order to clarify the intent and application of this Agreement, and shall treat any such proposal on its own merits, and not as a basis for the introduction of unrelated matters. Minor, non-material modifications may be approved by the City Manager upon the recommendation of the Community Development Director and approval of the City Attorney.

21.14. Corporate Authority. The person(s) executing this Agreement on behalf of each of the parties hereto represent and warrant that (i) such party is duly organized and existing and is duly authorized and registered to do business in California, (ii) such person is duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement such party is formally bound to the provisions of this Agreement, (iv) the entering into this Agreement does not violate any provision of any other agreement to which such party is bound, and (v) such person will indemnify the other party should any such representations and warranties prove false.

21.15. Notices. All notices under this Agreement shall be effective upon personal delivery, via facsimile so long as the sender receives confirmation of successful transmission from the sending machine, or three (3) business days after deposit in the United States mail, registered, certified, postage fully prepaid and addressed to the respective parties as set forth below or as to such other address as the parties may from time to time designate in writing:

If to City: City of San Clemente
100 N. Calle Seville
San Clemente, CA 92672
Attention: Beaches, Parks & Recreation Director
With a copy to: City of San Clemente
910 Calle Negocio
San Clemente, CA 92673
Attention: City Clerk
If to SCLL: San Clemente Little League
P.O. Box 84
San Clemente, CA 92674
Attention: President
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With a copy to:

Attention:
[End – signature page follows]
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IN WITNESS WHEREOF, City and SCLL have caused this Agreement to be executed on their behalf by their respective officers or agents herein duly authorized as of the date first written above.
“CITY”

CITY OF SAN CLEMENTE,
a municipal corporation
Samantha Wylie,
Its Beaches, Parks and Recreation
Director
ATTEST:

City Clerk of the City of
San Clemente, California

APPROVED AS TO FORM
Elizabeth A. Mitchell
City Attorney
“SCLL”

SAN CLEMENTE LITTLE LEAGUE,
a California nonprofit public benefit
corporation
By:

Christopher Culbertson, Chief Executive
Officer
By:

Jacque Wagner, Secretary
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City of San Clemente
Beaches, Parks & Recreation Department
100 N. Calle Seville, San Clemente, CA 92672
Phone: (949) 361-8264
APPLICATION FOR RECREATION SPORTS PARTNERSHIP Must
be completed by an authorized representative of the organization. Attach extra pages as needed.

Tier I: must have provided the sports program within the City of San Clemente for at least three years, and currently have at least 300 participants, 90% of whom reside in the City.

Games, tournaments, and practices must be conducted within San Clemente boundaries.

Tier II: must have provided the sports program within the City of San Clemente for at least three years, and currently have at least 300 participants, 85% of whom reside in the City.

Games, tournaments, and practices must be conducted withing San Clemente boundaries.

Tier IV: must have provided the sports program withing the City of San Clemente for at least three years, and have at least 100 participants, 70% of whom reside in the City.

Main Contact: CA Domestic Non
Attachment 5
1210
Profit#:

E-Mail: Primary
Phone:

Address: Alternate
Phone:

Years serving
San Clemente:

Sport/Activity: Ages Served:

Section 2: PROGRAM INFORMATION

2.1 Website
Link to league’s website:

2.2 Mission Statement
Provide your league’s mission statement.

2.3 League Rules
Provide your league rules that align with our sport partnership policy 5.1.1.g

2.3 Primary Season Details
Primary Season Dates:
# Participants Registered Last Year: % San Clemente
residents:
# Participants Anticipated This Year: % San Clemente
residents:
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Do players tryout based on skill? ☐ Yes ☐ No
% Participation in recreation-based program:
% Participation in skill-based (Club, Select, All-Star) program:

Are players guaranteed minimum playing time? ☐ Yes ☐ No If yes, how much and explain?
Itemize Costs to Participants (including required equipment purchase – attach pages as needed):

Section 3: ORGANIZATION STRUCTURE

3.1 List the programs and/or sub-divisions offered by your organization:

Title # of
Participants
% San
Clemente
Residents
Cost to
Participate
Skills/Tryout
Based?
% ☐ Yes ☐ No
% ☐ Yes ☐ No
% ☐ Yes ☐ No
% ☐ Yes ☐ No
% ☐ Yes ☐ No
% ☐ Yes ☐ No
% ☐ Yes ☐ No
How are the following positions appointed?
BOARD OF DIRECTORS: ☐ Paid ☐ Volunteer ☐ Other, explain:
_______________ COACHES: ☐ Paid ☐ Volunteer ☐ Other, explain:
___________________________ COORDINATORS: ☐ Paid ☐ Volunteer ☐ Other, 1212
explain: _____________________

3.2 How does your organization select/place players on each team during the primary season? Is there any carry-over of players to the same team for the next season?

3.4 Does your organization offer camps, clinics, or, private lessons? ☐ Yes ☐ No If yes, list times, dates, and cost(s) to participants.

3.5 Does your organization offer programs for the disabled and/or an inclusive program? ☐ Yes ☐ No If yes, describe program and include times, dates and costs to participants.

Section 4: GAMES AND TOURNAMENTS

4.1 Does your organization host tournaments? ☐ Yes ☐ No If yes, how many and what’s the % of non-resident teams?

4.2 If applicable, please list below tournaments your league will be requesting to host:

Depending on the number of SC All start teams, anywhere from 90-95% of teams are nonresident. 1213
Tournament Date Frame
What percentage of games/tournaments are played outside of San Clemente? % Does your organization compete against out of area/non-resident teams? ☐ Yes ☐ No What percentage of games/tournaments are played against out of area teams? %

4.3 List all other organizations with which your teams compete/participate in? Section 5: SCHOLARSHIP PROGRAMS

Discount amount per child: $
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Reduced Rate Criteria:

Section 6: ADDITIONAL ORGANIZATIONAL INFORMATION

6.3 Is your organization up to date on all outstanding balances with the City? ☐ Yes ☐ No If no, list current account balance and anticipated date of receipt of payments? 1215

6.4 Has your organization demonstrated a history of adherence to City rules, policies and allocations? Please explain.

6.5 Please tell us how your organization is going to have a symbiotic relationship with the City.

PLEASE ATTACH ALL OF THE FOLLOWING:

All items on the checklist provided below must be submitted in order to consider your application complete. Incomplete applications will not be considered.

A. Proof of federal non-profit status and CA domestic non-profit status B. Program objectives, philosophy or mission statement
C. List of current board members; including name, position, and contact information D. Articles, bylaws and other charter documents E. An itemized program operating budget
F. Profit/loss statement or audited financial statement G. Last THREE years of tax returns for San Clemente sports program; if part of a district, regional, or nationally based organization the City is requesting tax and/or financial information that is sent to the larger Parent organization.

H. Last primary season’s game/meet schedules including number of teams and game/meet locations
I. Player registration record, including addresses for Primary and Secondary Seas 1216
Attachment 6
Recreation 100 North Seville San Clemente CA 92672
55452.01600\29014959.2
Recreational Youth Sports Partnership Agreement
FOR

SAN CLEMENTE GIRLS SOFTBALL
This Recreational Youth Sports Partnership Agreement: Tier I (“Agreement”) is entered into this 19th day of November 2024 (the “Effective Date”), by and between the City of San Clemente, a municipal corporation (“City”), and San Clemente Girls Softball (“SCGS”), a California nonprofit public benefit corporation dedicated to youth sports, for a period of three (3) years starting on the Effective Date.

RECITALS:

WHEREAS, the City of San Clemente owns and operates athletic fields throughout the community. A permit is required for reservations, lighted evening use, and use of the sports fields by all clubs and sports organizations; and WHEREAS, SCGS is a private non-profit organization that has been involved in recreational softball activities in San Clemente for the past 65 years. SCGS serves over 400 children, aged five to fourteen years old. The SCGS softball program (the “Program”) is well established, showing league structure for game rules and field policy, a governing board to regulate program standards, and a proven history of providing programs for San Clemente residents; and
WHEREAS, SCGS uses Vista Hermosa Sports Park, Richard T. Steed, Forster Ranch, and Tierra Grande Parks and desires to enter into this Agreement to establish a standard and schedule of athletic field usage to better serve its membership.

NOW, THEREFORE, in consideration of the mutual promises and undertakings herein contained, the parties agree as follows:

COVENANTS:

Based on the foregoing Recitals and for good and valuable consideration, the receipt and sufficiency of which is acknowledged by the parties, City and SCGS hereby agree as follows:

1. SCGS Program Requirements

1.1. As a material inducement to the City’s entering into this Agreement with SCGS, SCGS agrees and covenants that, during the term of this Agreement, SCGS shall operate its Program in compliance with the following requirements, and agrees that any failure to strictly comply with any of the following requirements is a material breach of this Agreement:
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1.1.1. SCGS is and shall remain currently registered and active with the State of California as a not-for-profit community benefit organization under Section 501(c)(3) or (c)(4) of the Internal Revenue Code.

1.1.2. SCGS is not aware that it is the subject of any formal investigation by any government agency of the City, the County of Orange, the State of California, or the United States Government. SCGS shall immediately notify the City in writing if it becomes aware that SCGS is the subject of any formal investigation by a government agency.

1.1.3. SCGS shall carry Commercial General Liability insurance and sexual abuse and molestation (SAM) insurance that complies with section 18 below.

1.1.4. SCGS shall remain able to demonstrate financial hardship if the discounts provided for by this Agreement are denied and SCGS is required to pay regular rates for the use of City amenities, fields, pools, and/or facilities.

1.1.5. SCGS has and shall maintain an open enrollment policy regardless of the participant’s skill level. For purposes of this Agreement, “Open Enrollment Policy” shall mean no child shall be denied enrollment based on skill level.

1.1.6. SCGS shall maintain and enforce a “minimum play rule” for all levels of programming which requires that each person enrolled in the Program shall play 50% of the time for each game.

1.1.7. SCGS shall provide financial scholarships covering at least 10% of the participants enrolled for 50-100% of their registration fees to those participants who are in “financial need.” For purposes of this Agreement, “financial need” shall mean those families that can prove a financial and/or special hardship. The scholarship is given to the child to provide an opportunity to enroll in league activities. SCGS shall operate on the philosophy that no child will be denied a chance to play softball due to financial hardship. SCGS will be required to submit to the City their financial reports outlining their scholarship distribution after the program’s registration period.

1.1.8. SCGS shall prohibit discrimination based on race, religion, national origin, ethnicity, sexual orientation, or gender. To promote a positive drug-free and child-friendly environment at City facilities, SCGS shall enforce a “zero tolerance” policy. Any SCGS officer, employee, agent, volunteer, or participant who is found to have abused alcohol, controlled substances (which have not been prescribed for the member), cannabis, or tobacco shall be prohibited from participating in SCGS activities. 1218
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1.1.9. SCGS represents and warrants that it is familiar with the requirements of AB506 (Business and Professions Code section 18975) and the Child Abuse and Neglect Reporting Act (Penal Code sections 11164 - 11174.3), and that every person volunteering or performing any services on behalf of SCGS while this Agreement is in effect does and will, at all times, comply with such requirements.

1.1.10. SCGS supplies and shall continue to supply participant rosters annually to the City. SCGS membership shall be comprised of no less than 90% San Clemente residents.

1.2 SCGS shall maintain all documentation necessary to demonstrate compliance with all of the above. City shall be permitted to inspect and make and retain copies of any documentation necessary to verify Program compliance with Article 1.

2. SCGS Representatives To City

2.1. SCGS shall designate one official representative who shall be the City’s primary contact and who shall coordinate the program, field space, and overall agreement with the City. The SCGS representative shall have the authority to make decisions for SCGS, sign applications with the City on behalf of SCGS for field use, approve billing, understand the field operations regarding both scheduling and maintenance, assist with SCGS planning of field allocations, and be responsible for resolving conflicts if/when they arise.

2.2. SCGS is responsible for notifying the City in writing within thirty (30) days of any change in its designated SCGS representative referenced in Section 2.1.

This representative(s) is responsible for field allocations, applications, billing, insurance, lights, and scheduling conflicts that may arise during the period of this Agreement.

3. Athletic Field Rental Rates

3.1. All field assignments shall be made by the City in its sole and absolute discretion. SCGS shall pay a Field Rental Fee to the City within 14 business days after receipt of Field Use Permits for the upcoming season or month.

3.2. Field Rental Fee. The fees noted below shall remain in effect during the entire term of this Agreement. The following use fees for non-profit youth sports organizations are collected by the Recreation Division. Fees are subject to change based on City Council resolution. Organizations will be notified of any proposed changes before 1219
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any public meeting to adopt fee changes. Fees remain in effect and apply to SCGS Tier I Partnership:

4. Field Storage
During the term of this Agreement, SCGS is permitted to place a storage bin(s) for equipment and supplies to be used at the field at which the equipment is stored as follows:

4.2. Keys for City park storage areas will be given only to the SCGS representative defined in Section 2. A signature for key check-out is required on all keys.

Lost keys must be reported immediately to the City. The organization will be responsible for covering all costs associated with the re-key of said facility. SCGS is required to keep control over keys and assignment of keys.

4.3. SCGS is responsible for the maintenance, rental, and safety of the storage unit, and all supplies therein. At no time will combustible supplies or hazardous materials be permitted to be stored on City Property. The foregoing prohibition applies to materials that include but are not limited to flammable products such as gasoline for equipment or propane for barbecues.

4.4. SCGS is expected and required to release unused or unneeded storage facility space if the organization deems it is no longer necessary for operations.

5. Concessions

5.1 SCGS is approved to utilize the concession buildings at Tierra Grande Park to sell concessions to their participants provided they apply for and obtain the appropriate permits from the Orange County Health Department. Such permits shall be available at all times for viewing during concession sales.

5.1 SCGS may only sell food products to the program participants and fans during the scheduled league dates.
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5.2 SCGS must adhere to Orange County Health Department standards for the storage and preparation of food items.

5.3 Any food items left in storage should be properly stored in airtight containers to control pests and protect the quality of the food.

5.4 SCGS will not permit children or those under 18 to operate a BBQ and other appliances or use flammable liquids or materials.

5.5 Additional concession facilities may be approved at the discretion of the Beaches, Parks & Recreation Director at a mutually agreed upon facility.

6. Field Scheduling

6.1 Although community programs and community contract classes have priority, the City offers Tier I Partners the opportunity to schedule field space in three increments for the year. The scheduling of “blocks” of time is coordinated by the Recreation Division. Fields booked for SCGS are to be utilized solely for SCGS programs.

SCGS may not sublet field space to any non-SCGS or other organization. There is no exclusive use of any fields; therefore, the City has a right to rent any field to other organizations.

6.1. To assist the City in determining a Master Field Calendar for each allocation period, SCGS must complete the necessary application requesting needed field space at the following times:
 Winter/Spring (January-May reservations): Due October 15th  Summer (June-August Reservations): Due March 30th
 Fall (September-December Reservations): Due June 15
th

6.2. SCGS representatives must attend the field allocation meeting bi-annually to coordinate other group needs in the community.

6.3. SCGS shall request only needed field space, and not overbook the fields.

The Recreation Division will assist SCGS in determining necessary field space by reviewing the number of participants in SCGS and the length of primary season games. 1221
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6.4. SCGS will be required to submit all practice and game schedules to the City for review before Opening Ceremonies.

6.5. SCGS will be required to relinquish all field space that is not needed to the City prior to Opening Ceremonies.

6.6. If once regular season league play begins and the City determines that not all field space is needed by SCGS, the City will request that SCGS relinquish reserved time for other rentals. It is the responsibility of SCGS to coordinate all field schedules with its participants and coaches.

6.7. It is the responsibility of SCGS to coordinate all block schedules with their participants. This includes scheduling fields and monitoring the fields for use. Fields that are consistently left vacant within block permit time will be reviewed by the Recreation Division for reassignment.

6.8. SCGS will be required to submit practice and games schedules to the Recreation Division for review one week prior to Opening Day Ceremonies.

7. Field Use and Parking

7.1. Sports fields without lights are closed at dusk, and no later than 9 p.m.

Lighted sports fields close at 10 p.m. SCGS is required to vacate all fields before closing time.

7.3. Cancellations and changes to approved rentals. A change fee of $25.00 will be added for any change in time or space requested after a rental permit has been approved and billed out.

7.4. Nonuse of fields. SCGS will be charged the full hourly rate (non-discounted) for SCGS-affiliated groups without permits or usage without approval.

7.5. Edits and cancelations of reserved fields must be made a minimum of one (1) business day before the start of the rental time listed on the permit if the fields will be unutilized. These change requests will be used to revise the monthly billing, and SCGS will be issued a refund for the released fields. Change requests to reduce field usage may not be submitted after the rental date.

7.7. City parks with athletic fields have limited parking. Some of these parks also have restricted parking on the street (Talega, Liberty, and Tierra Grande). SCGS 1222
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must communicate these parking limitations to their participants. City is not responsible for providing parking to SCGS participants. SCGS must manage the use of space by coordinating its game and practice schedules according to the availability of parking at each site.

7.8. In an effort to reduce the impact on parking and congestion in these parks, the City will limit the number of rental permits on weekends during league play and summer months.

7.9. When scheduled at a neighborhood or community park field, SCGS must incorporate a 10-15 minute buffer in game schedules to reduce overlap of game times and allow for adequate time between games for players leaving the games to vacate parking spaces for those coming in.

7.10. SCGS has a duty to inspect and notify the City immediately of any safety hazards at facilities and fields.

8. Sport Light Use

8.1 SCGS shall be charged a separate Light Use fee from the hourly Field Use Fee or flat rate Administrative Fee. The Light Use fee varies by ball field and will be billed according to use. Discounts do not apply to light fees.

8.1. Key-Operated Lights: Youth Sports Organizations that have reserved and paid for lighted sports fields will be granted a key to operate the field lights. Keys will be checked out to SCGS by the City Recreation Division staff. Duplication of keys is not permitted. Representatives must note the rules and operation of the lights. SCGS is required to keep custody and control over keys and assignment of keys.

8.2. Computer-Operated Lights: Once a light schedule is determined by the user and is approved by the Recreation Division by permit, the Recreation Division will code the light towers by scheduling with MUSCO. Lights are automatically turned on and off by block time and are not permitted later than the closing time.

8.3. SCGS must designate field representatives to monitor the field use in the evening to ensure that the fields are not vacant with lights on. SCGS shall shut the lights off if /when they plan to leave the park in advance of the time issued. The City will issue a toll-free phone number to contact MUSCO Lighting and a password that allows SCGS direct contact with the lighting company. Recreation Staff will monitor the MUSCO statements for changes made by the league and adjust the billing.

9. SCGS Contributions to Field Maintenance

9.1 As a Tier I Partner to the City, SCGS shall assist with the stewardship and maintenance of sports fields.

9.1. SCGS shall obtain prior written consent from the City to make any alterations, additions, or improvements to City fields including routine field maintenance 1223
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and preparations which include mowing, picking weeds, raking, and/or chalking. SCGS understands and agrees that any other such alterations, additions, or improvements must comply with all state and local standards.

10. SCGS Supplies and Equipment Contribution

10.1 SCGS will provide for its field equipment, and other supplies as necessary as well as be responsible for field preparation as assigned below.

10.1. SCGS will be responsible for lining fields for gameplay as necessary for their leagues.

10.2. SCGS may store specialized field equipment and game supplies in available storage shed(s) as per agreement. SCGS may not sublet the storage area to other groups.

10.3. Field maintenance equipment left on City fields for the duration of the season will be the responsibility of SCGS. Equipment found in disrepair is the responsibility of the user group to remove promptly. Organizations found in contempt of this may forfeit their right to store equipment on fields or be charged for the costs associated with removal and disposal.

11. Inclement Weather Field Procedures

11.1 When fields must be closed due to rain or other inclement weather, saturated field conditions due to irrigation problems, any damage due to vandalism, or other conditions needing immediate attention, the Parks Maintenance Division will determine the closure term and begin procedures as follows.

11.1. City will determine the appropriate amount of days for the field to remain closed to the extent possible by utilizing weather reports and daily on-site field inspections. The City shall post closure signs on the fields, accordingly.

11.2. Field closures will be listed on the City’s official MUDLINE which can be accessed at the City’s website. Each organization is responsible for reviewing the MUDLINE, the City will not contact field users individually regarding closures. The MUDLINE is updated when fields are closed by 1 p.m. on weekdays and by 8 a.m. on weekends. When a field is closed, it is closed for the remainder of the day.

11.3. SCGS shall ensure that their league coaches and participants stay off all closed fields.

11.4. SCGS agrees to reimburse the City for any maintenance costs directly attributed to damage or misuse of athletic fields by SCGS participants or during their use by SCGS, including unauthorized alteration of a City park site, within ten (10) days of the request for reimbursement by the City.
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12. Vehicle Access
Vehicles are not permitted on City fields. SCGS agrees and acknowledges that volunteer coaches and other program participants will not drive vehicles onto the fields.

This includes vehicles driven by coaches to unload game equipment or supplies for the program.

13. Field and Park Clean-Up
SCGS shall clean up fields and associated park areas in the proximity of the field after each use by SCGS. This includes litter left behind from fans in the bleachers, dugouts, or snack concession stand areas. The City will provide adequate trash containers. SCGS shall prevent all materials or water related to clean-up activities after the event from entering the storm drain system (i.e., street gutters or catch basins).

14. Crowd Control
It is the responsibility of SCGS to keep registered participants and their fans from engaging in un-sportsmanlike conduct, such as fighting, or rude and abusive verbal confrontations. If field representatives or game officials of the league cannot control the situation, SCGS should contact the Orange County Sheriff’s Department for assistance.

15. Tournaments, Camps/Clinics, Special Events, and Opening Day

15.1 SCGS may apply to organize other programs in conjunction with the league, such as tournaments, camps/clinics, special events, and opening day ceremonies (“Program Events”). SCGS shall give notice of all Program Events to the Beaches, Parks, and Recreation Department by way of application thirty (30) days in advance of the rental.

In reviewing Program Event requests, City shall consider the potential impacts on the neighborhood and park amenities. The Recreation Division will review and coordinate the appropriate permits and services it deems necessary for any Program Events, such as planning for additional janitorial in restrooms, overflow parking, and sound permits.

Please note the rules regarding tournaments, special programs, and events which are outlined in the Tournament Application and Policy Guidelines. In some instances, the City may require a Special Event Permit application to be submitted. The City representative to SCGS will communicate this process to the organization.

15.1. SCGS will receive the Tier I Partnership discount of 90% for Opening and Closing Day Ceremonies.

15.2. SCGS will receive a 50% discount for Tournaments and Camps/Clinics.

15.3. SCGS must submit a field request and meet with City staff at least thirty (30) days before the Program Event date and complete an Orientation Checklist.

15.4. SCGS must participate in a recycling program outlined in the Tournament Application and Policy Guidelines.
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15.5. SCGS shall prohibit the consumption of alcoholic beverages at all Program Events.

15.6. Amplified sound is subject to enforcement as per the City of San Clemente Noise Ordinance. Sound Permits are required for all amplified sounds, including but not limited to PA systems and DJs as well as for any live entertainment such as bands that include amplification for the instruments, drums, horns, etc. Applications are reviewed by the City’s Beaches, Parks, and Recreation Department.

15.7. Bounce houses or similar inflatable features are not permitted on City Parks unless approved in advance with appropriate liability insurance naming the City of San Clemente as additionally insured and meeting all requirements of section 17 below.

15.8. Per Orange County Fire Authority (“OCFA”) Guideline F-05, an OCFA permit is required to erect or operate a tent or air-supported temporary membrane structure having an area in excess of 200 square feet, or a canopy in excess of 400 square feet, except for structures used exclusively for camping. (UFC 105.8t.1). The regulations of the State Fire Marshall for large and small tents, awnings and other fabric enclosures shall also apply. (UFC 320).

16. League Promotions

16.1. Printed Materials: SCGS will be responsible for all printed promotional materials for its leagues and tournaments. The City shall not copy flyers, posters, registration packets, or any other printed materials. SCGS is encouraged to use the designated City brochure racks located at the Community Center and the San Clemente Aquatics Center located in the Vista Hermosa Sports Park. Flyers may not be left on parked vehicles at any City Park or facility.

16.2. Magazine/Website Space: The City will include contact information for SCGS once each quarter in the City’s Recreation Magazine and on the City Website in the youth sports section. SCGS is responsible for submitting accurate information to the City before the publishing schedule.

16.3. Overhead Banner Reservation: SCGS may seek to participate in the City’s overhead banner program in the same manner as any other Community Partner. Regular banner fees apply for the banner hanging. Space in the calendar is based on date availability in conjunction with other city programs and partners. Applications are available in November of each calendar year and processed by January.

16.4. Banners on Field Fences and Park Areas: SCGS shall not use City parks or facilities to hang banners on the fences or buildings except as provided for herein.

During games, Program Events, and registration days, SCGS may temporarily hang banners on the ball field fences provided such banners are removed when vacating the field on the same date. Exceptions may be made for seasonal banners on hub fields that are not regularly used by any other organization in the City’s sole and absolute discretion. 1226
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Any such exceptions shall be negotiated and pre-approved by the Recreation Division prior to placing banners.

17. Indemnification
To the fullest extent permitted by law (including, without limitation, California Civil Code Sections 2782 and 2782.6), SCGS shall defend (with legal counsel acceptable to City), indemnify, and hold free and harmless City and City’s agents, officers, and employees, (collectively, the “Indemnitees”) from and against any and all claims, loss, cost, damage, injury (including, without limitation, injury to or death of any SCGS participants, invitees, spectators, officers, agents, employees, representatives, volunteers or subcontractors of SCGS [collectively, the “SCGS Entities”]), expense and liability of every kind, nature and description (including, without limitation, incidental and consequential damages, court costs, attorney’s fees, litigation expenses and fees of expert contractors or expert witnesses incurred in connection therewith and costs of investigation) that arise out of, pertain to, or relate to, directly or indirectly, in whole or in part, to (a) SCGS’s use of the City facilities, including but not limited to the San Clemente fields, by any of the SCGS Entities, anyone directly or indirectly employed by any of them, or anyone that they control or invite to the premises, or (b) any act or omission of any of them in connection with their use of the City facilities or their obligations under this Agreement (collectively, the “Liabilities”). Such obligation to defend, hold harmless, and indemnify any Indemnitee shall not apply to the extent that such Liabilities are caused by the sole and active negligence or willful misconduct of such Indemnitee.

18. Insurance

18.1 Prior to the City’s execution of this Agreement, and as a condition to the effectiveness hereof, SCGS shall submit certificates and endorsements to City indicating compliance with the following minimum insurance requirements, and SCGS shall maintain such insurance in effect during the entire term of this Agreement:

18.1.1 Commercial General Liability, personal injury and property damage liability, contractual liability, independent contractor’s liability, and with minimum combined liability limits of Two Million Dollars ($2,000,000) per occurrence for all covered losses, and Four Million Dollars ($4,000,000) in the aggregate. Any deductible or self-insured retention in excess of Five Thousand Dollars ($5,000) shall be declared to the City and requires the prior approval of the City’s Risk Manager.

18.1.2 SCGS shall carry sexual abuse and molestation (SAM) insurance with limits of not less than $1,000,000 per occurrence or claim with an aggregate of not less than $2,000,000. The policy shall provide coverage including but not limited to claims for improper sexual conduct, damages because of bodily injury, and negligent hiring and supervision.

18.2 Each such policy of insurance shall:
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(i) be issued by companies that hold a current policy holder’s alphabetic and financial size category rating of not less than A-VII, according to the current Best’s Key Rating Guide or a company of equal financial stability that is approved by City’s Risk Manager for all coverages except surety;
(ii) name and list as additional insured City and City’s officers, employees, and agents. An endorsement shall accompany the insurance certificate naming such additional insured. Additional Insured Endorsement is subject to approval by the city’s risk manager, at their sole discretion;
(iii) specify it acts as primary insurance and that no insurance held or owned by City shall be called upon to cover a loss under the said policy;
(iv) contain a clause substantially in the following words: “it is hereby understood and agreed that this policy may not be canceled or materially changed except upon thirty (30) days prior written notice to City of such cancellation or material change as evidenced by a return receipt for a registered letter;”
(v) cover the operations of SCGS pursuant to the terms of this Agreement;
(vi) be written on an occurrence and not a claims-made basis; and (vii) All defense costs shall be outside the limits of the policy.

18.3 With respect to such insurance policies, original documents shall be sent to:

City of San Clemente
Risk Management Office
910 Calle Negocio, San Clemente, CA 92673
One additional copy sent to:

Beaches, Parks and Recreation Department
100 Calle Seville, San Clemente, CA 92672

19. Violation Warning Procedure and Disciplinary Policy

19.1. Purpose: The purpose of this policy is to implement a systematic method of enforcing the Municipal Code and Field Rules, Use and Allocation Policy.

19.2. Policy: City reserves the right to cancel or suspend any and all permits issued to SCGS as well as any other use of City facilities as provided for under this Agreement for meets, practices, and other usages based upon SCGS’s violation of the City Municipal Code or this Agreement.

19.3. Commitment: SCGS’s Board of Directors is required to notify their volunteer coaches, parents, and participants about the rules and regulations set forth in the Ball Field and Park Rental Policies, municipal codes, and guidelines within this Agreement.

The Recreation Division will work closely with SCGS to address concerns and enhance 1228
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communications between staff, field users, and the community. It is the responsibility of SCGS to notify City of any concerns.

19.4. Outcome: SCGS shall regularly communicate with SCGS members to educate participants, coaches, and parents to become increasingly more responsible working within the Municipal Code and field rules, and user agreements, especially where traffic, noise, parking, trash, and issues are concerned. By enhancing communication all parties involved will benefit.

19.5. Violations: City shall document violations resulting from SCGS’s failure to follow the terms of this Agreement, the Municipal Code, and City Department policies and procedures.

19.6. Notification: City staff will contact the SCGS representative to discuss any noticed violation. City shall e-mail SCGS’s representative, with a copy to the President, and will follow up on the telephone conversation confirming the discussion and details of the incident or violation.

19.7. Proposed Resolution and Timeline: SCGS’s representatives will work with City staff to propose a resolution and define the timeline in which the issue will be resolved. This information will be confirmed in writing to both the SCGS’s representative and President. If SCGS fails to take the necessary actions to resolve the issue as agreed upon between the parties, City may resolve the issue and charge SCGS for any manpower and/or equipment used to resolve the issue. SCGS shall bear all costs and expenses City deems necessary to completely resolve the issue and shall reimburse the City within ten (10) days of demand.

19.8. Warning Issued: If the issue is not resolved by the agreed-upon date, City shall send a written warning to SCGS.
(i) First Warning: The First Warning letter will be sent upon SCGS’s first failure to resolve an issue resulting from a direct violation of this Agreement, the Municipal Code, or park operating policy or rule. A letter will be written to SCGS’s President and representative documenting the violation and will be placed in SCGS’s file. A report and/or pictures of the violation will be included for reference. The matter may be appealed by SCGS to the Beaches, Parks and Recreation Department Director.
(ii) Second Warning: A Second Warning is issued after a second documented violation occurs within one year (365 days) from the First Warning. City will send SCGS a letter notifying SCGS that a City staff member will be assigned to monitor SCGS activities due to the violation. SCGS will be billed for the assigned hours of said staff member at the staff member’s appropriate hourly rate. The staff member will act as a City representative on duty to monitor activity at the fields and to report further violations to City. This may be 1229
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appealed to the Beaches, Parks and Recreation Department Director.
(iii) Third Warning: A third warning is issued after a third documented violation occurs within one year (365 days) from first violation. Upon issuance of a Third Warning City shall review this Agreement. The Agreement is subject to termination upon such review. Any termination may be appealed to the Beaches, Parks and Recreation Department Director and ultimately appealed to the Beaches, Parks and Recreation Commission and/or City Council.

19.9. Termination: The City may terminate this Agreement without cause by providing thirty (30) days notice in writing.

19.10. San Clemente Municipal Code: Nothing in this Agreement shall limit the City’s authority to enforce the San Clemente Municipal Code or otherwise take legal action under State law.

20. Term and Cooperation

20.1. The term of this agreement shall be three years from the Effective Date the Beaches, Parks & Recreation Director executes this Agreement unless canceled under the provisions of Section 19.9 or if SCGS no longer meets the requirement outlined in the Tier I Partnership at the completion of its 2024 spring season.

20.2. SCGS shall adhere to all the policies and procedures of City and cooperate with the Department and City staff to ensure that the purpose of this Agreement is met.

SCGS shall not discriminate against those in its employ, volunteers, or participants on account of race, religion, national origin, ethnicity, sexual orientation, or gender (except where gender is a bona fide issue for the sports program and is in compliance with the law).

21. Miscellaneous

21.1. Entire Agreement. This Agreement sets forth and contains the entire understanding and agreement of the parties concerning the subject matter set forth herein, and there are no oral or written representations, understandings, or ancillary covenants, undertakings, or agreements that are not contained or expressly referred to herein. No testimony or evidence of any such representations, understandings, or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this Agreement.

21.2. Severability. If any term, provision, covenant, or condition of this Agreement shall be determined invalid, void, or unenforceable, then this Agreement shall terminate in its entirety, unless the parties otherwise agree in writing, which agreement shall not be unreasonably withheld.
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21.4. Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement.

21.5. Singular and Plural. As used herein, the singular of any word includes the plural.

21.6. Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element.

21.8. No Third Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit of the parties and their successors and assigns. No other person shall have any right of action based upon any provision of this Agreement.

21.9. Force Majeure. Neither party shall be deemed to be in default where failure or delay in performance of any of its obligations under this Agreement is caused by earthquakes, other acts of God, fires, wars, riots or similar hostilities, strikes, and other labor difficulties beyond the party's control (including the party's employment force), government regulations, court actions (such as restraining orders or injunctions), or other causes beyond the party's reasonable control. If any such events shall occur, the term of this Agreement and the time for performance shall be extended for the duration of each such event, provided that the term of this Agreement shall not be extended under any circumstances for more than two (2) years.

21.12. Litigation. Any action at law or in equity arising under this Agreement or brought by any party hereto for the purpose of enforcing, construing, or determining the 1231
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validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Orange, State of California, or such other appropriate court in said county, and the parties hereto waive all provisions of law, including under Code of Civil Procedure section 394, providing for the filing, removal or change of venue to any other court.

21.13. Amendments in Writing/Cooperation. This Agreement may be amended only by written consent of both parties. The parties shall cooperate in good faith with respect to any amendment proposed in order to clarify the intent and application of this Agreement and shall treat any such proposal on its own merits, and not as a basis for the introduction of unrelated matters. Minor, non-material modifications may be approved by the City Manager upon the recommendation of the Beaches, Parks and Recreation Department Director and approval of the City Attorney.

If to City: City of San Clemente
100 N. Calle Seville
San Clemente, CA 92672
Attention: Beaches, Parks & Recreation Director
With a copy to: City of San Clemente
910 Calle Negocio
San Clemente, CA 92673
Attention: City Clerk
If to SCGS: SAN CLEMENTE GIRLS SOFTBALL
P.O. Box 4586
San Clemente, CA 92674
Attention: President
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With a copy to:

Attention:
[End – signature page follows]
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IN WITNESS WHEREOF, City and SCGS have caused this Agreement to be executed on their behalf by their respective officers or agents herein duly authorized as of the date first written above.
“CITY”

CITY OF SAN CLEMENTE,
a municipal corporation
By:

Samantha Wylie, Beaches, Parks &
Recreation Director
ATTEST:

City Clerk of the City of
San Clemente, California
APPROVED AS TO FORM:

Elizabeth A. Mitchell
City Attorney
“SCGS”

SAN CLEMENTE GIRLS SOFTBALL,
a California nonprofit public benefit
corporation
By:

Kristin Borsack-Jay, Secretary
By:

Danielle Latimer, Chief Financial
Officer
1234
910 Calle Negocio
2nd Floor
San Clemente, California
www.san-clemente.org

AGENDA REPORT

CITY OF SAN CLEMENTE

CITY COUNCIL MEETING
CITY OF SAN CLEMENTE 1
Meeting Date: November 19, 2024 Agenda Item: 11I.

Submitted By: Public Works
Prepared By: Belgin Cuhadaroglu, Senior Civil Engineer
Subject:
..titl e

CONSIDERATION OF A RESOLUTION AWARDING A CONSTRUCTION CONTRACT TO PANTHEON DIVERSIFIED, INC. FOR LIFEGUARD TOWERS REPLACEMENT (2024), CIP PROJECT NO. 22104, AUTHORIZING THE CITY MANAGER TO EXECUTE THE CONTRACT IN THE AMOUNT OF $115,000, AND FINDING THE PROJECT CATEGORICALLY EXEMPT FROM THE ..body CALIFORNIA ENVIRONMENTAL QUALITY ACT
Fiscal Impact:

The estimated construction cost of $142,250 is within the approved available budget of $256,960 from the General Fund, Lifeguard Towers Replacement (2024), Account No. 001-641-45700-000- 22104. By re-bidding the project with a different scope, the City will be able to achieve costs savings with this contract, which represents a reduced unit cost per building from $72,200 to $38,333.

Summary:

Before the City Council is the award of a construction contract to Pantheon Diversified, Inc. for the replacement of three Lifeguard Towers that are nearing the end of their useful lives in the amount of not-to-exceed $115,000, and approval of a 15% project contingency.

Background:

The beaches in San Clemente accommodate approximately 2.6 million visitors each year. The Marine Safety Department has responsibility for the provision of visitors safety and water related lifeguard services. To maintain and enhance emergency responses, lifeguard towers are utilized by staff for improved visibility and containment of safety equipment. Currently, lifeguards utilize 11 towers, ten wooden and one fiberglass, of which, nine are nearing the end of their useful life.

Lifeguard Tower Locations San Clemente Pier
1235
Meeting Date: November 19, 2024 Agenda Item: 11I.

CITY OF SAN CLEMENTE 2
Staff is recommending the new replacement towers be
constructed from wood due to staff preference, improved safety, and challenges with obtaining replacement parts for fiberglass towers. Additional funding for replacement of the towers has been budgeted and recommended in Fiscal Years 2025/2026,
2026/2027, and 2027/2028, in the
total amount of $550,000. The City
is planning to replace 2-3 towers
that are nearing the end of their
useful lives each year, depending
upon the available of funding.

The City originally conducted formal
competitive bidding for four
lifeguard tower replacements and
received bids on November 28,
2023 with a price from the lowest
responsive of $288,800 for the
construction of four towers (or unit cost per building of $72,200). After further evaluation, staff recommended a different scope of work including building adequately sized lifeguard towers (i.e., larger space) and providing a work area for the contractor near the Marine Safety HQ Building that would eliminate transportation challenges and costs. On September 17, 2024, the City Council approved rejecting the bids received on November 28, 2023, and directed staff to re-bid the project.

City staff modified the scope of work and prepared a bid package for the replacement of the two lifeguard towers plus one alternate tower, notified local contractors, and advertised the project for competitive bidding on the PlanetBids website and in the SC Times. Three bids were received on October 31, 2024, ranging from $79,450 to $141,700 for the Base Bid and from $35,000 to $61,800 for the one alternate bid item as shown on the table below.

Vendor Name City Base Bid ($) Alternate ($)
Pantheon Diversified, Inc San Clemente 79,450 35,550
Rasmussen Brothers
Construction, Inc Fallbrook 89,600 44,800
Monarch Construction San Clemente 141,700 61,800
Staff is recommending awarding the contract based on the lowest base bid (i.e., two towers) as well as awarding the alternate bid (i.e., one tower), the total estimated project construction cost for three tower replacements is summarized below:
1236
Meeting Date: November 19, 2024 Agenda Item: 11I.

CITY OF SAN CLEMENTE 3
Project Management and Administration $ 10,000
Construction Contract 115,000
Contingency (15%) 17,250
Total Estimated Construction Costs $142,250
As required by state law and City policy, the Contractor will be required to provide performance and payment bonds simultaneously with execution of the construction contract (Attachment 2).

Project plans and specifications are on file in the City Clerk’s office.

Council Options:
 Adopt Resolution No. 24-181 (Attachment 1), awarding a construction contract to Pantheon Diversified, Inc. for construction of Lifeguard Towers Replacement (2024), authorizing the City Manager to execute a construction contract in an amount of $115,000; approving a 15% project contingency of $17,250, and finding the project categorically exempt from CEQA.  Modify and adopt Resolution No. 24-181.
 Continue the item and direct staff to provide additional information.  Do not adopt Resolution No. 24-181 and put the project on hold.

Environmental Review/Analysis:

This project is categorically exempt from the California Environmental Quality Act (CEQA) under Class 2 of the State CEQA Guidelines, Section 15302 – Replacement of Existing Facilities, since it consists of replacement of existing lifeguard towers where the new towers will be located on the same site as the towers replaced and will have substantially the same purpose and capacity.

Recommended Actions:

Staff Recommendation ..recommendation
Staff recommends that the City Council adopt Resolution No. 24-181, which will:
..recommendation

1. Find the Lifeguard Towers Replacement (2024), CIP Project No. 22104, categorically exempt from the California Environmental Quality Act (CEQA) under Class 2 of the State CEQA Guidelines, Section15302;

2. Award the Lifeguard Towers Replacement (2024), CIP Project No. 22104, construction contract to Pantheon Diversified, Inc. as the lowest responsible and responsive bidder;

3. Authorize the City Manager to execute a construction contract with Pantheon Diversified, Inc. in the amount of $115,000, in a form substantially similar to Contract No. C24-71 (Attachment 2); and

4. Approve a 15% project contingency of $17,250.
..end
1237
Meeting Date: November 19, 2024 Agenda Item: 11I.

CITY OF SAN CLEMENTE 4
Attachment:

1. Resolution 24-181

2. Draft Contract C24-71
Notification:

All Bidders
1238
Attachment 1
4882-9904-3949 v1
RESOLUTION NO. 24-181

A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF SAN CLEMENTE, CALIFORNIA, AWARDING A

CONSTRUCTION CONTRACT TO PANTHEON
DIVERSIFIED, INC. FOR LIFEGUARD TOWERS
REPLACEMENT (FY 2024), CIP PROJECT NO. 22104,

AUTHORIZING THE CITY MANAGER TO EXECUTE A
CONSTRUCTION CONTRACT WITH U.S. BUILDERS
AND CONSULTANTS, INC. IN THE AMOUNT OF
$115,000, AND FINDING THE PROJECT

CATEGORICALLY EXEMPT FROM THE CALIFORNIA
ENVIRONMENTAL QUALITY ACT UNDER CLASS 2 OF
THE CEQA GUIDELINES SECTION 15302
(REPLACEMENT OF EXISTING FACILITIES, 14 CCR
SECTION 15302)
WHEREAS, the City’s beaches are served from 11 lifeguard towers that are near the end of their useful life and are in need of repairs; and WHEREAS, the City originally conducted formal competitive bidding for four lifeguard towers replacements and received bids on November 28, 2023; and WHEREAS, after further evaluation, staff recommended a different scope of work: building large lifeguard towers versus small towers and inclusion of a work area near Marine Safety HQ Building for contractors to build the lifeguard towers on site, thus eliminating the transportation challenges and costs; and WHEREAS, on September 17, 2024, the City Council approved rejecting all bids received on November 28, 2023, and directed staff to re-bid the project with the modified scope of work; and
WHEREAS, the City conducted formal competitive bidding for the Lifeguard Towers Replacement (FY 2024), CIP Project No. 22104 (Project), with the modified scope of work; and
WHEREAS, on October 31, 2024, based on base bid, the City received three bids ranging from $79,450 to $141,700 for the Project; and WHEREAS, the lowest responsive and responsible bidder was Pantheon Diversified, Inc. of San Clemente, California, in the amount of $115,000, based on the low base bid and the alternate bid item.

NOW, THEREFORE, the City Council of the City of San Clemente does 1239
Resolution No. 24-181 Page 2
4882-9904-3949 v1
hereby find, determine and resolve as follows:

SECTION 1. That the above recitations are true and correct and incorporated herein.

SECTION 2. That based on the record as a whole, the Lifeguard Towers Replacement, Project No. 22104, is categorically exempt from the California Environmental Quality Act (CEQA) under Class 2 (Replacement or Reconstruction, 14 CCR section 15302) of the State CEQA Guidelines because it consists of replacing existing public structures or facilities, involving negligible or no expansion of an existing or former use and there is no possibility of a direct or foreseeable indirect significant impact on the environment.

SECTION 3. That the lowest responsive and responsible bidder for the base bid was Pantheon Diversified, Inc., in the amount of $115,000, and the construction contract for the Lifeguard Towers Replacement (FY 2024) CIP Project No. 22104, is hereby awarded to Pantheon Diversified, Inc.

SECTION 4. That the City Manager is authorized and directed to execute a construction contract with Pantheon Diversified, Inc. in the amount of $115,000 for the Lifeguard Towers Replacement (FY 2024), CIP Project No. 22104, in a form substantially similar to that presented to the City Council on November 19, 2024.

SECTION 5. That a 15% project contingency in the amount of $17,250 is hereby approved.

SECTION 6. That the City Clerk shall certify to the passage and adoption of this resolution and enter it into the book of original resolutions.

PASSED AND ADOPTED this _____ day of ____________________, 2024.

ATTEST:
___________________________ __________________________
City Clerk of the City of Mayor of the City of San
San Clemente, California Clemente, California
1240
Resolution No. 24-181 Page 3
4882-9904-3949 v1

STATE OF CALIFORNIA)
COUNTY OF ORANGE ) §

CITY OF SAN CLEMENTE )
I, LAURA CAMPAGNOLO, City Clerk of the City of San Clemente, California, do hereby certify that Resolution No. 24-181 was adopted at a regular meeting of the City Council of the City of San Clemente held on the _______ day of _______________________, _________, by the following vote:

AYES:

NOES:

ABSENT:

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of San Clemente, California, this _____ day of _________________, ________.
________________________
CITY CLERK of the City of
San Clemente, California
Approved as to form:
___________________________
Elizabeth A. Mitchell, City Attorney
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ATTACHMENT 2
SECTION 00500

CONTRACT
THIS CONTRACT is made this _____ day of _________, 2024, in the County of Orange, State of California, by and between the City of San Clemente hereinafter called City, and Pantheon Diversified, Inc., a California corporation, located at 3 Albergar, San Clemente, CA 92672 hereinafter called Contractor. City and the Contractor for the considerations stated herein agree as follows:

ARTICLE 1. SCOPE OF WORK. The Contractor shall perform all Work within the time stipulated the contract and shall provide all labor, materials, equipment, tools, utility services, and transportation to complete all of the Work required in strict compliance with the Contract Documents as specified in Article 5 below for the following Project:

LIFEGUARD TOWERS REPLACEMENT (FY 2024), P.N. 22104
The Contractor and its surety shall be liable to City for any damages arising as a result of the Contractor’s failure to comply with this obligation.

ARTICLE 2. TIME FOR COMPLETION. The Work shall be commenced on the date stated in City’s Notice to Proceed. The two towers must be delivered to the site or fully assembled within 60 working days from the date specified in the written Notice to Proceed. The alternate item, 3rd tower must be delivered to the site or fully assembled within 90 working days from the date specified in the written Notice to Proceed. By its signature hereunder, Contractor agrees the time for completion set forth above is adequate and reasonable to complete the Work.

ARTICLE 3. CONTRACT PRICE. City shall pay to the Contractor as full compensation for the performance of the Contract and the Work, which includes everything that is reasonably foreseeable related thereto, subject to any additions or deductions as provided in the Contract Documents, and including all applicable taxes and costs, the sum of one hundred fifteen thousand dollars ($115,000). Payment shall be made as set forth in the General Conditions.

At any time during the term of the Contract, City may, pursuant to the terms and provisions of the Contract Documents, request that the Contractor perform additional work. Contractor shall not perform, nor be compensated for, additional work without written authorization from the City pursuant to the terms and provisions of the Contract Documents.

ARTICLE 4. LIQUIDATED DAMAGES/EARLY COMPLETION INCENTIVE. In accordance with Government Code section 53069.85, it is agreed that the Contractor will pay City the sum of $500 for each and every calendar day of delay, for each tower, which is beyond the time prescribed in the Contract Documents for finishing the Work, as Liquidated Damages and not as a penalty or forfeiture. In the event that Liquidated Damages are not paid, the Contractor agrees City may deduct that amount from any money due or that may become due the Contractor under the Contract. This Article does not exclude recovery of other damages specified in the Contract Documents.

ARTICLE 5. COMPONENT PARTS OF THE CONTRACT. The “Contract Documents” include the following:

Contract
Bid Form
1242
Contractor’s Certificate Regarding Workers’ Compensation Bid Bond
Non-Collusion Declaration form
Information Required of Bidders
Designation of Subcontractors
Iran Contracting Act Certification
Public Works Contractor Registration Certification
Performance Bond
Payment Bond
General Conditions
Special Conditions
Technical Specifications
Plans and Drawings
Addenda
Approved and fully executed change orders
Any other documents contained in or incorporated into the Contract The Contactor shall complete the Work in strict accordance with all of the Contract Documents.

All of the Contract Documents are intended to be complementary. Work required by one of the Contract Documents and not by others shall be done as if required by all. This Contract shall supersede any prior agreement of the parties.

ARTICLE 6. PROVISIONS REQUIRED BY LAW. Each and every provision of law required to be included in these Contract Documents shall be deemed to be included in these Contract Documents. The Contractor shall comply with all requirements of applicable federal, state and local laws, rules and regulations, including, but not limited to, the provisions of the California Labor Code and California Public Contract Code which are applicable to this Project.

ARTICLE 7. INDEMNIFICATION. Contractor shall provide indemnification as set forth in the General Conditions.

ARTICLE 8. PREVAILING WAGES. Contractor shall be required to pay the prevailing rate of wages in accordance with the Labor Code which such rates shall be made available at Office of City Clerk or may be obtained online at http//www.dir.ca.gov/dlsr. and which must be posted at the job site.

IN WITNESS WHEREOF, this Contract has been duly executed by the above-named parties, on the day and year above written.
1243
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be duly executed effective on the day and year above written.

CITY OF SAN CLEMENTE
By:________________________________
Andy Hall, City Manager
ATTEST:

Dated: ____________________, 2024
______________________________
CITY CLERK of the City of
San Clemente, California
APPROVED AS TO FORM:
____________________________
Elizabeth A. Mitchell, City Attorney

APPROVED AS TO AVAILABILITY
OF FUNDING:
________________________________
Finance Authorization
PANTHEON DIVERSIFIED, INC.
(“CONTRACTOR”)
By:_____________________________
John A. Diponio, President/CEO/CFO
Dated: __________________, 2024
By:_____________________________
Gwendolyn Dale Diponio, Secretary
Dated: __________________, 2024

END OF CONTRACT
1244
910 Calle Negocio
2nd Floor
San Clemente, California
www.san-clemente.org

AGENDA REPORT

CITY OF SAN CLEMENTE

CITY COUNCIL MEETING
CITY OF SAN CLEMENTE 1
Meeting Date: November 19, 2024 Agenda Item: 11J.

Submitted By: Community Development
Prepared By: Zach Rehm, Principal Planner
Subject:
..titl e

CONSIDERATION OF A RESOLUTION APPROVING A PROFESSIONAL SERVICES AGREEMENT WITH CHEN RYAN ASSOCIATES, INC. FOR THE COMPLETION OF A

PARKING AND TRANSPORTATION DEMAND MANAGEMENT ANALYSIS AND POLICY

DEVELOPMENT FOR LOCAL COASTAL PROGRAM, AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT IN AN AMOUNT NOT TO EXCEED $250,000, ACCEPTING

RELATED GRANT FUNDING, MAKING A SUPPLEMENTAL APPROPRIATION, AND FINDING

THE PROJECT STATUTORILY EXEMPT FROM THE CALIFORNIA ENVIRONMENTAL QUALITY ..body ACT
Fiscal Impact:

There are no direct fiscal impacts. The project would be entirely funded by a California Coastal Commission grant executed in September 2024. Total compensation for these services shall not exceed $250,000.

Summary:

Before the City Council is the award of a professional consulting services agreement to retain Chen Ryan Associates, Inc. (Consultant) to conduct a Parking and Transportation Demand Management analysis for the downtown, North Beach, Pier Bowl, and other coastal areas. The Consultant’s data, analysis, and recommendations will inform parking and land use policy for the pending Local Coastal Program and may inform future policy decisions made by the City Council.

The Consultant provided the most comprehensive response of the three qualified proposals received following a Request for Proposals and evaluation process, offering the most value within the stated budget not to exceed $250,000.

This project is a component of ongoing work towards certification of San Clemente’s Local Coastal Program (LCP). The City has a certified Land Use Plan (2018), but does not yet have an approved Implementation Plan. If key findings and recommendations of the project are approved by the City Council, they can be incorporated into the draft Implementation Plan, moving the City closer to LCP certification.

If key findings and recommendations of the project are approved by the City Council and the California Coastal Commission, the City could achieve full Local Coastal Program (LCP) certification. If the parking policies and the shorter more predictable planning review process (LCP) facilitate new development or redevelopment, there could be increases in the property and sales tax base.
1245
Meeting Date: November 19, 2024 Agenda Item: 11J.

CITY OF SAN CLEMENTE 2
Background:

The City of San Clemente does not have a Parking Management Plan and has not significantly modified parking standards within the zoning code since 1996. The City’s more recent General Plan (2014, amended 2016) and Coastal Land Use Plan (2018) recognize the importance of multi-modal transportation. The City is still predominately auto-dependent, but there has been a steady increase in the mix of mobility types used and demands of street space.

Over the past decade, the City has invested resources in expanding mobility opportunities in a variety of ways: developing a pedestrian beach trail that links between Metrolink stations; partnering with OCTA to provide seasonal trolleys for public transit; partnering with Lyft to provide subsidized rides near former bus stops; and extending a class 4 bike lane along El Camino Real/PCH towards Dana Point.

A Parking and Transportation Demand Management Plan will help the City implement best practices and navigate next steps in managing parking resources within the broader context of multi-modal accessibility. The Consultant will assist the City with many related objectives:
 Review current City parking conditions, mobility programs, and policies;  Conduct a parking study and analysis, with a focus on commercial, coastal, and visitor serving areas;
 Conduct public engagement to collect feedback on opportunities and constraints and identify community preferences related to improving parking management and mobility within the City for residents and visitors;
 Develop a Parking and Transportation Demand Management Plan based on the parking study and analysis and current industry standards, which provides recommendations related to appropriate areas and times for paid parking in the City; appropriate modifications to the City’s current off-street parking requirements for different use types; opportunities for enhancement or increased efficiency of mobility services (such as the trolley program); and alternatives to reduce off-street parking requirements (such as an inlieu fee) to facilitate redevelopment of residential, commercial, and public properties;  Consider improvements to the City’s current Zoning Code (Chapters 17.64 and 17.76), which could be incorporated into the City’s LCP;
 Consider replacing the Section related to Parking Waivers (17.64.125) with an updated Section on an In-Lieu Fee program, which focuses on programmatic mobility and not just capital improvements; and
 Additional optional objectives are included within the Scope of Work section of the proposed Professional Services Agreement.

Staff prepared a RFP (Attachment 3) for Parking and Transportation Demand Management analysis and advertised on the PlanetBids website. Qualified proposals were received from three firms, Chen Ryan and Associates, Fehr and Peers, and Walker Consultants. An unqualified submittal from Linscott, Law & Greenspan, Engineers was received by email after the submittal deadline stated in the RFP. The three qualified proposals came in with fees between $231,985 and $249,980 and proposed varying scopes of work. Upon reviewing the written proposals and after interviews from a panel of City staff, it was concluded that Chen Ryan Associates submitted the best proposal, had a highly qualified project team, and demonstrated relevant experience and capacity for innovation. This firm provided the most comprehensive response of the three 1246
Meeting Date: November 19, 2024 Agenda Item: 11J.

CITY OF SAN CLEMENTE 3
qualified proposals, and offers to provide the most services, thus value, within the stated budget not to exceed $250,000.

Council Options:
 Adopt Resolution No. 24-182, which would award a professional consulting services agreement to Chen Ryan Associates, Inc., authorize the City Manager to execute the agreement in an amount not to exceed $250,000, accept related grant funding, make a related supplemental appropriation, and find the project statutorily exempt from the California Environmental Quality Act (CEQA) under Section 15262 (Feasibility and Planning Studies) of the state CEQA Guidelines.
 Modify and adopt Resolution No. 24-182.
 Continue the item and provide staff with an alternative direction.  Do not approve Resolution No. 24-182, which would result in the City not entering into an agreement with Chen Ryan Associates.

Environmental Review/Analysis:

This project is statutorily exempt under CEQA Guidelines Section 15262 “Feasibility and Planning Studies”. Additionally, the project is exempt under CEQA Guidelines Section 15378 because it has no potential result in either a direct or physical change in the environment or a reasonably foreseeable indirect physical change in the environment.

Recommended Actions:

Staff recommends that the City Council adopt Resolution No. 24-182, which would:
..recommendation

1. Find the project statutorily exempt from the California Environmental Quality Act (CEQA) under Section 15262 (Feasibility and Planning Studies) and 15378 (No Potential for Impact) of the state CEQA Guidelines;

2. Award a professional consulting services agreement to Chen Ryan Associates, Inc. to conduct a parking and transportation demand management analysis for the downtown, North Beach, Pier Bowl, and other coastal areas;

3. Authorize the City Manager to execute the professional consulting services agreement (Attachment 2) in an amount not to exceed $250,000;

4. Accept grant revenues in the amount of $250,000 to account #001-000-33446 (Coastal Grant Revenue); and

5. Approve a supplemental appropriation of $250,000 to account number 001-433-43695 (Professional Studies).
1247
Meeting Date: November 19, 2024 Agenda Item: 11J.

CITY OF SAN CLEMENTE 4
..endAttachment:

1. Resolution No. 24-182

2. Professional Services Agreement with Chen Ryan Associates

3. Request for Proposals for Parking and Transportation Demand Management Analysis Notification:

All proposers
1248
ATTACHMENT 1
RESOLUTION NO. 24-182

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SAN CLEMENTE, CALIFORNIA, APPROVING A

PROFESSIONAL CONSULTING SERVICES AGREEMENT
WITH CHEN RYAN ASSOCIATES, INC. FOR THE

COMPLETION OF A PARKING AND TRANSPORTATION

DEMAND MANAGEMENT ANALYSIS AND POLICY

DEVELOPMENT FOR LOCAL COASTAL PROGRAM,

AUTHORIZING THE CITY MANAGER TO EXECUTE THE
AGREEMENT IN AN AMOUNT NOT TO EXCEED $250,000,

ACCEPTING RELATED GRANT FUNDING, MAKING A

SUPPLEMENTAL APPROPRIATION, AND FINDING THE

PROJECT STATUTORILY EXEMPT FROM THE
..body CALIFORNIA ENVIRONMENTAL QUALITY ACT
WHEREAS, a well-managed parking supply and transportation alternatives are an important component of public access to the City of San Clemente’s downtown and coastal resources while also contributing to economic development; and WHEREAS, the City of San Clemente does not have a Parking Management Plan and has not significantly modified parking standards within the zoning code since 1996; and
WHEREAS, the City’s more recent General Plan (2014, amended 2016) and Coastal Land Use Plan (2018) recognize the importance of multi-modal transportation; and
WHEREAS, over the past decade, the City has invested resources in expanding mobility opportunities in a variety of ways, such as: developing a pedestrian beach trail that links between Metrolink stations; partnering with OCTA to provide seasonal trolleys for public transit; partnering with Lyft to provide subsidized rides near former bus stops; and extending a class 4 bike lane along El Camino Real/PCH towards Dana Point; and WHEREAS, the City applied for, and was awarded, a grant from the California Coastal Commission to hire a consultant to conduct a Parking and Transportation Demand Management analysis for the downtown, North Beach, Pier Bowl, and other coastal areas in September of 2024; and
WHEREAS, the consultant’s data, analysis, and recommendations will inform parking and land use policy for the pending Local Coastal Program and may inform future policy decisions made by the City Council; and
WHEREAS, a Parking and Transportation Demand Management Plan will help the City implement best practices and navigate next steps in managing parking resources within the broader context of multi-modal accessibility; and 1249
Resolution No. 24-182 Page 2
WHEREAS, pursuant to City policy 901-1, the City issued a Request for Proposals (RFP) on September 25, 2024 and received three qualified proposals and conducted interviews of all three firms submitting timely proposals; and WHEREAS, Chen Ryan Associates, Inc. submitted the most responsive proposal based on cost, schedule, experience, and project understanding, is an experienced and qualified contractor with the qualifications to conduct the Parking and Transportation Demand Management analysis, and its price is fair and reasonable.

NOW THEREFORE, the City Council of the City of San Clemente, California, does hereby find, determine, and resolve as follows:

1. That the foregoing recitations are true, correct, and incorporated fully herein.

2. That the City Council desires to develop a Parking and Transportation Demand Management Plan.

3. That, based on substantial evidence in the record as a whole, the project is statutorily exempt from the California Environmental Quality Act (CEQA) under Section 15262 (Feasibility and Planning Studies) and 15378 (No Potential for Impact) of the state CEQA Guidelines.

4. That a professional consulting services agreement is hereby awarded to Chen Ryan Associates, Inc. for a Parking and Transportation Demand Management analysis.

5. That the City Manager is authorized and directed to execute an agreement with Chen Ryan Associates, Inc. in an amount not to exceed $250,000 in a form substantially similar to that presented to the City Council on November 19, 2024.

6. That grant revenues in the amount of $250,000 are hereby accepted into account #001-000-33446 (Coastal Grant Revenue).

7. That a supplemental appropriation in the amount of $250,000 is made to account number 001-433-43695 (Professional Studies).

8. That City staff is authorized and directed to take execute such other and further documents and take such actions as are necessary or proper to fulfill the purposes and intent of this resolution and proceed with the project.

9. That the City Clerk shall certify the passage and adoption of this resolution and enter it into the book of original resolutions.

PASSED AND ADOPTED this 19th day of November, 2024.

ATTEST:
___________________________ __________________________
City Clerk of the City of Mayor of the City of San
San Clemente, California Clemente, California
1250
Resolution No. 24-182 Page 3

STATE OF CALIFORNIA )
COUNTY OF ORANGE ) §

CITY OF SAN CLEMENTE )
I, LAURA CAMPAGNOLO, City Clerk of the City of San Clemente, California, do hereby certify that Resolution No. 24-182 was adopted at a regular meeting of the City Council of the City of San Clemente held on the _______ day of _______________________, _________, by the following vote:

AYES:

NOES:

ABSENT:

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of San Clemente, California, this _____ day of _________________, ________. __________________________
CITY CLERK of the City of
San Clemente, California
Approved as to form:
___________________________
Elizabeth A. Mitchell, City Attorney
1251
ATTACHMENT 2

CITY OF SAN CLEMENTE

PROFESSIONAL CONSULTANT SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement is made and entered into this 19th day of November, 2024, by and between the City of San Clemente, a municipal corporation, organized under the laws of the State of California, with its principal place of business at 910 Calle Negocio, San Clemente, California, 92673 ("City") and Chen Ryan Associates, Inc., a California corporation, with its principal place of business at 3900 Fifth Avenue, Suite 310, San Diego, California 92103 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. RECITALS.

2.1 Consultant.

Consultant desires to perform and assume responsibility for the provision of certain professional transportation data collection and analysis consulting services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing professional transportation data collection and analysis consulting services to public clients, is licensed in the State of California, if applicable, and is familiar with the plans of City.

2.2 Project.

City desires to engage Consultant to render such professional transportation data collection and analysis consulting services for the Parking and Transportation Demand Management Analysis and Policy Development for Local Coastal Program project ("Project") as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

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

3.1.2 Term. The term of this Agreement shall be from November 19, 2024 until the project is completed, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.

3.2 Responsibilities of Consultant.

3.2.1 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this 1252

Agreement. City retains Consultant on an independent contractor basis and not as an employee.

Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control, the City being only concerned with the finished results of the work being performed. Neither City, nor any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be solely responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Neither Consultant nor Consultant's employees shall in any event be entitled to any benefits to which City employees are entitled, including, but not limited to, overtime, retirement benefits, workers’ compensation benefits, injury leave or other leave benefits. Consultant is solely responsible for all such matters, as well as compliance with social security and income tax withholding and all other regulations and laws governing such matters.

3.2.2 PERS Eligibility and Employee Payments Indemnification. In the event that Consultant's employee providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employer and employee contributions for PERS benefits on behalf of the employee as well as for payment of any penalties and interest on such contributions that would otherwise be the responsibility of the City. Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant's employees providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation and benefit including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contributions to be paid by City for employer contributions and/or employee contributions for PERS benefits. Consultant agrees to defend and indemnify the City for any obligation, claim, suit or demand for tax, retirement contribution including any contribution to the PERS, social security, salary or wages, overtime payment, or workers’ compensation payment that the City may be required to make for work done under this Agreement. The provisions of this section 3.2.2 are continuing obligations that shall survive expiration or termination of this Agreement.

3.2.3 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.

3.2.4 Endorsement on PS&E/ Other Data. Consultant shall sign all plans, specifications, estimates (PS&E) and engineering data furnished by Consultant, and where appropriate will indicate Consultant’s authorized signature and professional registration number.

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

3.2.6 Substitution of Key Personnel. Consultant has represented to City that 1253

certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Monique Chen, Principal In Charge; Jonathan Sanchez, Project Manager; Phuong Nguyen, QA/QC Manager.

3.2.7 City's Representative. The City hereby designates Zach Rehm, Principal Planner, or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the Scope of Work or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City's behalf and to execute all necessary documents which enlarge the Scope of Work or change the Consultant's total compensation subject to the provisions contained in Section 3.3 of this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee.

3.2.8 Consultant's Representative. Consultant hereby designates Jonathan Sanchez, Project Manager, or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement.

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

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

As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub-consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed 1254

from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.

3.2.11 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If Consultant performs any work knowing it to be contrary to such laws, rules and regulations, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees, agents, and volunteers free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

3.2.12 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions, where applicable, shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subconsultants, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.

3.2.13 Insurance. Consultant agrees to procure and maintain, at Consultant’s expense all insurance specified in Exhibit “C” attached hereto and by this reference incorporated herein. Consultant shall require all subconsultants to carry the same policies and limits of insurance that the Consultant is required to maintain, unless otherwise approved in writing by the City.

3.3 Fees and Payments.

3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "D" attached hereto and incorporated herein by reference. The total compensation shall not exceed two hundred and fifty thousand dollars ($250,000) without written approval of the City Council or City Manager as applicable. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

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

City shall, within 30 days of receiving such invoice, review the invoice and pay all non-disputed and approved charges thereon. If the City disputes any of Consultant's fees, the City shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth therein.

3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any 1255

expenses unless authorized in writing by City, or included in Exhibit "D" of this Agreement.

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

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

3.3.5 Rate Increases. In the event that this Agreement is renewed pursuant to Section 3.1.2, the rate set forth in Exhibit “D” may be adjusted each year at the time of renewal as set forth in Exhibit “D.”

3.3.6 Labor Code Requirements.

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

3.3.6.2 Registration. If the Services are being performed as part of an applicable “public works” or “maintenance” project, in addition to the foregoing, then pursuant to Labor Code sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations (“DIR”). Consultant shall maintain registration for the duration of the project and require the same of any subconsultants. This project may also be subject to compliance monitoring and enforcement by the DIR. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements, including the submission of payroll records directly to the DIR. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code sections 1725.5 and 1771.1 shall not apply to Services performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code sections 1725.5 and 1771.1.

3.4 Accounting Records.

3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of fCRA’s (4) years from the date of final payment under this Agreement.
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3.5 General Provisions.

3.5.1 Termination of Agreement.

3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time, with or without cause, by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause.

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

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

3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:

Consultant: Chen Ryan Associates, Inc
3900 Fifth Avenue, Suite 310
San Diego, California 92103
ATTN: Jonathan Sanchez
City: City of San Clemente
910 Calle Negocio
San Clemente, CA 92673
ATTN: Laura Campagnolo, City Clerk and Zach Rehm,
Principal Planner
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.5.3 Ownership of Materials and Confidentiality.

3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for 1257

any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data.

Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk.

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

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

Consultant shall have five (5) working days after receipt of the Release Notice to give City written notice of Consultant's objection to the City's release of Proprietary Information. Consultant shall indemnify, defend and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost or expense (including attorney’s fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of the Objection Notice unless either: (1) Consultant fails to fully indemnify, defend (with City's choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) a final and non-appealable order by a court of competent jurisdiction requires that City release such information.

3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

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

3.5.6 Indemnification.

employees, subcontractors, consultants or agents in connection with the performance of the Consultant's Services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses. Consultant’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.

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

3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties.

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

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

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

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

3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.

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

3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 1259

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

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

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

3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

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

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

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

3.5.22 Counterparts/Electronic Signatures. This Agreement may be signed in counterparts, each of which shall constitute an original. This Agreement may be signed with the same force and effect as original ink signatures.

3.6 Subcontracting.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the respective dates set forth opposite of their signatures.

CITY OF SAN CLEMENTE
By:________________________________
Andy Hall, City Manager
ATTEST: Dated: __________________, 20____
_____________________________
CITY CLERK of the City of
San Clemente, California
APPROVED AS TO FORM:
_____________________________
Elizabeth A. Mitchell, City Attorney

APPROVED AS TO AVAILABILITY
OF FUNDING:
_____________________________
Finance Authorization
Chen Ryan Associates, Inc., a California
corporation (“CONSULTANT”)
By:_____________________________
Monique J. Chen, CEO
Dated: ____November 13, 2024____
By:_____________________________
Phuong Nguyen, Vice President
Dated: _____November 13, 2024____
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EXHIBIT "A"

SCOPE OF SERVICES
Consultant shall perform the following services for the City to the City’s satisfaction (collectively, the “Services”):

Task 1 – Administrative
TASK 1.1 KICK-OFF MEETING
Consultant will organize a project kick-off meeting with the City of San Clemente Project Manager to refine the scope and schedule, discuss priorities, establish communication channels, and clarify expectations, data needs, and roles. An agenda will be prepared in advance, and key decisions and action items will be summarized in a meeting minutes document.

TASK 1.2 PROJECT MANAGEMENT PLAN
A Project Management Plan will serve as the roadmap for this project. It will be developed and submitted within one week after the kick-off meeting, documenting the finalized schedule, work plan, budget, staff assignments, City staff/intern support (if appropriate), GIS meta data specification, and project milestones. The Project Management Plan will outline QA/QC procedures, the process for submitting and finalizing deliverables, and document project risks and solutions. This living document will be updated as needed throughout the project.

TASK 1.3 CHECK-IN MEETINGS AND COORDINATION
Consultant will facilitate bi-weekly meetings with the City of San Clemente Project Manager to provide updates on project progress, discuss upcoming deliverables, including data collection efforts, and address potential issues. Agendas will be prepared and distributed before each meeting, with key decisions and action items summarized in concise notes afterward.

TASK 1.4 INVOICING AND PROGRESS REPORT
Consultant will submit monthly invoices that outline hours worked and total expenditures for each task, along with a progress report. Consultant will prepare a monthly progress report, which will be updated during each bi-weekly meeting. The report will summarize the work completed over the previous two weeks, highlight any challenges or issues encountered, provide the percentage of project completion by task, and explain any variances between the actual progress and the work plan. To enhance efficiency, it is assumed that three of the 24 bi-weekly meetings can be replaced with general meetings, open to employees, boards, and commissioners for an overview and discussion of the study. The monthly progress report will be submitted at the end of each month along with the monthly invoice.
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Task 2 – Public Outreach/ Survey Of Residents, Businesses, And Stakeholders To Assess Parking And Mobility Needs And Preferences
TASK 2.1 – POTENTIAL STAKEHOLDER SURVEY
Consultant will coordinate with the City to refine the list of stakeholders that is developed during the Project Kick- off meeting. This list will include the following:
x Business/Property Owners: This list will be obtained from Parcel Quest and include all property owners and businesses that are located within 500 feet of the Project study area. x Business Association/Home Owners Association: Developed in coordination with the City during the project kick off meeting.
x Equity Focused, Disadvantaged, Low-income Communities: In coordination with the City, Consultant will reach out to community-based organizations to inform them about the Project and the survey. Consultant will coordinate with up to ten (10) community- based organizations to inform their constituents about the Project and the survey. Potential community-based organizations include operators of nearby affordable housing developments, Community Outreach Alliance Food Connection, Baha’I Center in San Clemente, Cotton’s Point Senior Apartments operators, etc. x Native American Tribes: In coordination with the City, Consultant or the City will contact the Juaneno Band of Mission Indians using the information available in the Orange County Native American Heritage Commission Tribal Consultation List to inform them about the survey, the project, and invite those who are interested to join the stakeholders working group.
x Consultant will then provide the final potential stakeholder survey list to City for review, develop the invitation letter, and assist the City with the mailing. It is assumed that the City will do the actual mailing.
x At the same time, Consultant will prepare an online survey that targets stakeholders for the City to review. A link and QR code to the online survey will be included in the invitation letter. The survey questions will focus on how each stakeholder feels about the study area, their experience with parking in the study area, and whether they want to subscribe to an email list to stay up to date about the Project. Should the City determine at a later time that additional outreach is needed, the email list can also be used to reach out to these interested parties.

Task 1 Deliverables:

Up to 24 Project Management Meetings including Agendas and Summaries Monthly Invoices and Progress Reports
Project Management Plan
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TASK 2.2 – PUBLIC OUTREACH / POP-UP EVENT
Consultant will coordinate with the City and the appropriate organization to conduct up to two (2) pop-up events to gather input from residents and visitors about their perspective of parking within the study area. Pop-up events are one of the greatest sources for public survey, especially when the pop-up survey booth align with the theme of the event. This is to ensure that the City gets the greatest number of survey participants for this planning effort. Similar to the stakeholder’s survey, the intercept survey will also be an online survey that can be taken either at the pop-up booth via Consultant iPads or the participant can scan the QR code to take the survey at their convenience.

To maximize community engagement, intercept surveys will be conducted in high-traffic locations or during special events. It is important to note that while the initial study area is generally established, feedback from the outreach effort may call for modifications to ensure comprehensive data collection and proactively address the community’s concerns. The first data collection effort is scheduled for the off-peak period (November-January), making it crucial to prioritize outreach activities between November and December to allow for parking occupancy data collection in January. Therefore, to maximize community engagement and ensure alignment with the project schedule, Consultant have identified several upcoming special events as ideal opportunities for conducting intercept surveys:
x Doggie Drive (11/23/2024)
x Shop Small Saturday (11/30/2024)
x Puttin’ on the Glitz (12/07/2024)
x Santa’s Village by the Sea (12/07/2024)
x Sunsets with Santa (12/15/2024)
x Sunsets with Santa (12/22/2024)
x Village Art Faire (Occurs monthly on the 1st Saturday) Consultant will coordinate with the City to determine the most appropriate event to conduct pop-up outreach. Up to 10 hours of pop-up outreach are assumed, which could be distributed to cover up to three events. Consultant recommend that the first pop-up outreach occurs on 12/07/2024 and covers both Puttin’ on the Glitz and Santa’s Village by the Sea. Similar to the stakeholder survey, the intercept survey will ask participants if they want to subscribe to an email list to stay up to date about the Project. Should the City determine at a later time that additional outreach is needed, the email list can also be used to reach out to these interested parties.

TASK 2.3 – PUBLIC OUTREACH DOCUMENTATION
Consultant will summarize the public outreach efforts, including the number of surveys conducted, potential study area updates, public perceptions, and other relevant information 1264
into a technical memorandum. The finding documented in the technical memorandum will also be incorporated into the Existing Conditions.

Task 3 - Review of current required parking ratios within the City’s Zoning Code and comparison against best available information; potential sources include ULI, ITE, and offstreet parking ratios of nearby coastal cities.

During the project kick-off meeting, Consultant will provide the City with a list of jurisdictions where Consultant currently maintain up-to-date information and recommend further research for other relevant areas.

After the Project kick-off, Consultant will conduct a comprehensive review of parking requirements, off-street parking ratio, coastal overlay, parking management overlay, targeted utilization rate and other relevant information. Consultant’s comprehensive database will be expanded with an additional review of other coastal cities, focusing on:

Restaurant, commercial, and residential parking ratios: Although residential parking ratios were not explicitly listed in the RFP, Consultant’s experience with the San Clemente HEU suggests that they may need to be addressed as part of HEU implementation. Since parking ratios are typically grouped in the same section of municipal codes, adding residential parking requirements would not require extra hours.

Curbside management strategies: This includes short-term loading programs and app-based delivery programs (if adopted).

Existing loading or limited-term parking curb markings: Consultant will examine both the regulatory requirements in the municipal code and the estimated number of Task 2 Deliverables:

Prepareone(1) invitationletter.

Prepare one (1) online survey for potential stakeholders. will be online and will be collected using iPads
study area. Survey results will be summarized
Summarize the public outreach efforts and findings in a technical memorandum and present at the bi-weekly check-in meeting.
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spaces per block in coastal areas. A limited sampling of up to three blocks (up to 600 feet each) per jurisdiction will help us better understand loading space provisions in other cities.

Parking districts and overlay zones: Consultant will review whether jurisdictions have parking districts, how they are managed, and any associated fees. If overlay programs exist, Consultant will include their specific requirements.

Target utilization rates: Consultant will assess whether any jurisdictions have adopted or target utilization rates different from the widely accepted industry standard of 85% occupancy.

In-lieu fee programs (if applicable): A summary will be provided on how these programs are used and calculated.

Curb Café programs (if applicable): Consultant will summarize how these programs are implemented, including any fees associated with public right-of- way usage.

This phase will take place over three distinct timeframes, according to the project schedule. Immediately after the kick-off meeting, Consultant will conduct the additional research and provide a technical memorandum summarizing Consultant’s findings from other jurisdictions, including a list of policies to consider as the project progresses.

Following the parking assessment in Task 7, Consultant will revisit and refine the preliminary recommendations. This iterative process ensures that the final recommendations are grounded in best practices and regional comparisons while addressing the unique conditions and needs identified through the detailed parking assessment. For example, data from the assessment will allow us to make data-driven refinements to restaurant and commercial parking ratios to reflect existing, temporal (time-based), and future needs. Consultant’s destination-based occupancy analysis (outlined further in Task 7) can help justify the elimination or relocation of loading zones and limited-term curb spaces. Finally, the integration of parking data and public outreach will help identify where parking districts are both effective and desired by the community. After refining the preliminary recommendations, the final recommendations will be incorporated into the Parking Management Plan.

Task 3 Deliverables:

Prepare a comprehensive database of parking requirements from ULI, ITE, up to ten (10) coastal cities, and San Clemente.

Prepare one (1) technical memorandum summarizing the comparison, findings, and preliminary recommendations.

Refine preliminary recommendations and incorporate final recommendations into Parking Management Plan.
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Task 4 – Review Of Parking Management Plans and Policies From Comparable Coastal Communities
In conjunction with Task 3, Consultant will conduct a comprehensive review of relevant plans, studies, and policies from up to ten (10) comparable coastal cities, incorporating Consultant’s existing database of information gathered from previous work.This review will include, but not be limited to, the documents listed in the RFP, such as the Carlsbad Village Parking Study (both the currently adopted and the one currently in progress), the Dana Point Citywide Parking Implementation Plan, the City of Laguna Beach Parking and Transportation Management Report. Based upon Consultant’s experiences with conducting research on behalf of the City of Carlsbad and the City of Encinitas, larger jurisdictions such as the City of Santa Monica or City of Long Beach tend to have more codified coastal programs and parking management plans, whereas mid-size cities such as Dana Point, Carlsbad, Encinitas usually have programs that tend to be based off of the larger jurisdictions and then refined to meet the local needs. Thus, by reviewing and understanding programs from larger jurisdictions, Consultant can glean from the lessons learned from those jurisdictions as they moved through the Coastal Commission process and avoid any pitfalls. Consultant’s analysis of these documents will focus on identifying innovative strategies and best practices that can be adapted to the San Clemente context, considering the unique requirements and opportunities presented by the City’s LCP. Consultant will pay close attention to how other coastal cities have addressed similar challenges related to parking demand, multi-modal transportation, and coastal access, while remaining compliant with the Coastal Act and their respective LCPs. Specifically, Consultant will analyze how these jurisdictions have:
x Developed flexible and adaptive parking management strategies: This includes exploring their fee structure, in-lieu fee programs, and alternative transportation options to reduce reliance on single-occupancy vehicles and promote a balanced approach to parking management.
x Protected and enhanced public access to the coast: Consultant will examine how these plans integrate strategies to ensure convenient and equitable access to coastal areas while managing parking demand and minimizing environmental impacts. x Promoted multi-modal transportation options: Consultant will analyze how these cities have successfully integrated pedestrian, bicycle, and public transit infrastructure and programs to reduce reliance on cars and enhance connectivity. x Balance between parking rate and economic development: Hourly parking rates adopted by each jurisdiction should always balance between the cost to operate the parking program and the economic viability of the area in which the meters are installed. On one end, parking meter fees should account for the cost of operating the parking program, including underlying costs such as credit card fees, data transmission fees, parking enforcement, among other things. At the same time, too high of a parking meter rate would deter customers from visiting the areas and negatively impact nearby businesses and/or cause a parking spill over approach 1267

into nearby residential areas where the parking rates may be lower. This analysis will assess the affordability of parking, its impact on local businesses and coastal access, and how San Clemente’s rates compare to those in neighboring coastal cities, taking into account LCP policies that influence parking pricing. For example, the LCP states, “A range of parking fees should be implemented in areas used by the public to access public beaches and parks in order to maximize public access and recreation opportunities.” This suggests that parking fees should be designed to promote coastal access and recreational opportunities, not discourage them.

As part of this task, Consultant will document the parking rates of each jurisdiction that has a parking fee program and include relevant socio-economic data information in order to provide a like-for-like comparison. For example, by comparing parking meter rates against the cost to rent 1,000 square feet of retail space in the City of Dana Point against those in the City of San Clemente, Consultant can provide a like-for-like comparison that acknowledges the unique environment in each of the jurisdiction. This information will be included in comprehensive proforma that will be conducted as a part of the Parking and Transportation Demand Management Plan.

This multi-faceted approach will ensure that Consultant’s recommendations are data-driven, context-sensitive, and tailored to the unique needs and aspirations of San Clemente. Overall, Consultant’s approach can be summarized in Consultant’s key steps:
x Review of San Clemente’s Current Practices: Concurrently with Task 3, Consultant will begin by conducting a thorough review of San Clemente’s existing parking strategies, including relevant sections of the zoning code, the Local Coastal Program (LCP), and any other applicable ordinances.
x Comprehensive Data Collection: Consultant will then develop a comprehensive database of best practices and regulations from up to ten (10) similar coastal cities across California. In addition to collecting hourly parking meter rates, this review will focus on identifying innovative strategies that are relevant to San Clemente’s unique context, with a particular focus on how they address in-lieu fees, permit parking programs, enforcement, and parking districts, to name a few. This extensive review will provide a solid foundation for understanding current practices and identifying potential areas for improvement.
x Targeted Interviews: If requested by the City, Consultant will schedule and conduct follow-up interviews either via email or virtual calls (zoom call) with representatives from up to five (5) coastal cities. Cities will be strategically selected based on comparability to San Clemente in terms of size, population, coastal location, and parking challenges.

Consultant will prioritize cities that have implemented innovative solutions and have readily available parking data. For example, several cities in southern California, including Oceanside, Carlsbad, Encinitas, and San Diego, have recently implemented Neighborhood Electric Vehicle (NEV) programs that help address the demand for alternative modes of transportation and reduce the need for parking. Interviewing the 1268
cities about such programs, the effectiveness of their approach, and lessons learned during the implementation process can provide valuable context for evaluating San Clemente’s existing regulations and identifying solutions that can be adapted to the City’s unique context.
x Technical Memorandum and Preliminary Recommendations: The culmination of Consultant’s analysis will be a concise and informative technical memorandum documenting Consultant’s findings. This memo will provide a summary of the comprehensive database, a detailed comparison of San Clemente’s parking regulations to said database, and preliminary recommendations for updating the City’s zoning code, LCP, and any other applicable ordinances.

This four-step approach ensures that Consultant can provide the City with actionable insights and strategies to optimize its parking regulations and achieve its transportation goals.

Following the parking assessment conducted in Task 7, Consultant will revisit and refine the preliminary recommendations outlined in the technical memorandum and final recommendations will be incorporated into the Parking and Transportation Demand Management Plan. This iterative approach ensures that CRA’s final recommendations are not only grounded in best practices and regional comparisons but also reflect the unique conditions and needs identified through the detailed parking assessment.

Task 5 - Discussion With Coastal Commission Staff Regarding Parking Alternatives And Management Strategies
As shown in the Project’s schedule, Task 5 starts at the beginning of the Project, and will start with an initial review of recent Coastal Commission minutes and decisions, going back one year. The purpose of the review is to identify any recent changes in Coastal Commission goals as well as any recent decisions that can be used to help this Project through the Coastal Commission process. These findings will be summarized and provided to the City in the form of a technical memorandum.

Task 4 Deliverables:

Prepare a comprehensive database that includes the City’s current parking management strategies and those from up to ten (10) coastal cities.

Host up to five (5) virtual interviews with coastal cities.

Prepare one (1) technical memorandum summarizing the comparison, findings, and preliminary recommendations.

Refine preliminary recommendations and incorporate final recommendations into Parking Management Plan.
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After the first data collection and once the Consultant team and the City have come to a consensus on preliminary recommendations, at the City’s direction, Consultant will prepare presentation materials for Coastal Commission.Consultant anticipate two meetings will occur with Coastal Commission, one meeting to present the preliminary findings and receive their feedback and one that will occur near the conclusion of the Project to present the final recommendations (in concurrence with or after City Council approval).

Throughout the project duration, Consultant will actively support City staff in discussions with policy makers.This support will include:
x Preparing Agendas and Presentation Materials: Consultant will collaborate with City staff to develop comprehensive and engaging agendas and presentation materials for meetings and public hearings with the City Planning Commission, City Council, and Coastal Commission.Consultant understand the timeline needed for agenda publication and will prepare them with plenty of time for publication. x Visual Communication: Leveraging Consultant’s expertise in graphic design and data visualization, Consultant will create clear and compelling visuals, including diagrams, illustrations, and maps, to effectively communicate existing conditions, analysis findings, and proposed recommendations.
x Presenting Findings and Recommendations: Consultant will actively participate in meetings and workshops, presenting Consultant’s findings and recommendations, responding to questions, and engaging in constructive dialogue with policy makers.
x Technical Expertise: Consultant will provide ongoing technical expertise and support to City staff throughout the policy-making process, ensuring that decisions are informed by analysis and best practices.

Consultant’s presentation materials will include a comprehensive evaluation of existing parking conditions based on public outreach, surveys, and parking occupancy utilization trends within the study area.Consultant will also present clear and actionable recommendations aimed at fulfilling the project objectives, including updating the City’s zoning code, implementing innovative parking management strategies, and promoting multi-modal transportation options.

By providing dedicated support to City staff and policy makers, Consultant will ensure that the project findings and recommendations are effectively communicated and understood, facilitating informed decision-making and successful implementation of the Parking and Transportation Demand Management Plan.

This task focuses on preparation for up to two (2) meetings each with Coastal Commission, Planning Commission, and City Council, during which two (2) CRA staff will present the draft and final PTDMP. However, if the City chooses to have only one (1) meeting, the cost will be adjusted accordingly. It should also be noted that while relevant to this task, the parking occupancy data collection, parking utilization analysis, 1270
and development of parking management and wayfinding (signage cues) strategies are assumed as part of Task 7.

Task 6 - Parking Occupancy Counts To Assess Daily Capacity During Peak Summer Months and off-peak summer months– Focusing On Visitor Serving Commercial And Coastal Areas This task will be conducted in two phases: parking inventory collection/validation and parking occupancy data collection.Consultant will conduct a detailed parking inventory for areas not covered in the 2018 parking studies, including the Pier Bowl area, and also incorporate buffer zones to account for potential parking spillover. These buffer zones, where overflow parking may occur, will be included at no additional cost, as Consultant’s ALPR vehicles will naturally pass through these areas during data collection.

The entire parking inventory will be compiled into a comprehensive GIS shapefile, which will be included as part of Consultant’s deliverables. Each GIS shapefile or feature class will include a meta data definition file to clearly define each field. The GIS file will follow the requirements provided in the RFP.Consultant anticipate the parking inventory will occur after the project’s kickoff and will be refined based on feedback from the first public outreach phase.

DATA COLLECTION PERIODS AND TIMES
To capture seasonal variations in parking demand, parking occupancy counts will be conducted during two distinct periods: off-peak (November-January) and peak (MaySeptember). The first stage of public outreach (Task 2) is scheduled for November and December and based on feedback from online surveys and stakeholder engagement, the project study area may be refined. To ensure accurate coverage, Consultant recommend conducting parking occupancy counts in January 2025, following the first round of public outreach.

While the RFP defines the peak period from May to September, Consultant suggests conducting peak-period data collection after June 6, 2025, once schools are out and summer break has begun.

Below is a detailed outline of Consultant’s proposed data collection periods, times, and facilities.

Task 5 Deliverables:

Summary of recent Coastal Commission activities as it relates to parking in other coastal jurisdictions.

This will be incorporated into the technical memorandum prepared for Task 4.

Presentation materials for meetings with Coastal Commission, Planning Commission, and City Council, including talking points, approach, slide deck, and graphics on an as- needed basis.

Attend up to two (2) meetings each with Coastal Commission, Planning Commission, and City Council. 1271

Data collection will occur during:
o Off-Peak Period: January 2025
o Peak Period: June 2025
For each period, parking occupancy counts will be conducted over a one-week span on one typical weekday (Thursday) and one typical weekend day (Saturday). Consultant understand specific dates and times for data collection shall be finalized after public outreach and discussions with City and Coastal Commission staff (if applicable), but for the purpose of this proposal, and as requested in the RFP, parking occupancy data collection is assumed to occur during four (4) three- hour intervals as follows:
o Morning: 7:00 AM - 10:00 AM
o Mid-day: 11:00 AM - 2:00 PM
o Evening: 3:00 PM - 6:00 PM
o Late Evening: 7:00 PM - 10:00 PM
However, it should be noted that in Consultant’s experience two-hour intervals provide more granular data that helps better understand short-term parking. Additionally, bi-hourly data collection would more accurately identify violations in time-restricted locations, such as the 2- hCRA’s parking spaces in the Downtown area, that otherwise gets lost when data is collected every two hours. As such, Consultant have included bi-hourly data collection as an optional task at the end of this Work Plan and the cost data.

PARKING FACILITIES
Parking occupancy counts will be conducted for the following facilities within the project study area:
o On-Street Parking: Detailed occupancies will be determined using license plate footage captured by CRA’s ALPR vehicles.
o Off-Street Parking (Public): Occupancies will also be calculated through ALPR footage.
o Off-Street Parking (Private): High-level occupancies (e.g., 10%, 20%, etc.) will be manually estimated using 360-street-level imagery captured by CRA’s ALPR vehicles.

DATA COLLECTION STAFFING PLAN
Consultant leverages advanced technology for precise parking data collection. For this study, Consultant’s fleet of vehicles equipped with high-resolution, GPS-enabled 360-degree cameras will capture footage, which will then be processed using Consultant’s cloud-based ALPR system.

The footage will undergo a rigorous QA/QC process to ensure data accuracy.

Consultant’s data collection team will consist of two drivers, each operating an ALPR-equipped vehicle, and one field supervisor overseeing operations. Between collection intervals, the drivers will check in with the field supervisor to exchange memory cards and ensure all equipment is 1272
functioning properly (cameras, batteries, lights, etc.). The field supervisor will ensure full coverage, create backups to prevent data loss, and manage driver breaks to maintain continuous data collection. Note that one of the drivers can be substituted with a City’s intern, however additional training (up to 2 hours per intern) and a vehicle provided by the City would be required. If the City is unable to provide a vehicle, Consultant can accommodate for their data collection to occur on foot.

Once collected, the ALPR footage will be processed through Consultant’s cloud-based platform.

To ensure quality, Consultant staff will manually validate randomly selected segments using simultaneously captured 360-degree footage, cross-verifying the accuracy between the two data sources. The processed data will then be imported into a GIS database for detailed analysis, focusing on trends, patterns, and areas of concern to inform the development of a comprehensive Parking and Transportation Demand Management Plan. The analysis will include both a block face parking occupancy analysis and a destination-based parking occupancy analysis.

Given that parking occupancy data will be collected in two phases, Consultant will produce two separate technical memoranda summarizing the findings from each phase.Each memorandum will provide a detailed overview of the parking inventory, block-face occupancy levels, destination-based parking usage, parking duration by area, and key insights. A more in-depth destination-based occupancy analysis and further recommendations will be included in the final deliverables for Task 7.

Task 6 Deliverables:

Existing Parking Inventory map, parking occupancy data in GIS shapefile format.

Destination based parking occupancy analysis results in GIS shapefile format.

Technical memorandums summarizing the existing conditions for each of the off-peak and on-peak period.
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Task 7 - Parking Supply Assessment Of Overall Study Area Using Quantitative And/ Or Alternative Methods
The Consultant team will provide a data-driven approach when developing a Parking Management Plan.Consultant will provide the City with an action plan that is supported by both financial calculations and sound implementation and informed by public outreach and discussions with City and Coastal Commission staff Building upon the parking occupancy analysis that was delivered in Task 6, the Consultant team will conduct a qualitative analysis of the parking conditions of the study area using both the block face and destination- based approaches highlighted in the methodology section under Near-term conditions.The Nearterm conditions will account for anticipated growth and policy changes.Consultant recognizes the City will undergo significant redevelopment, which will alter parking demand within the study area.Thus, upon completing the data collection phase, Consultant will work closely with City staff to determine if the cumulative parking demand from ongoing projects should be factored into the report and how much of those should be accounted for as “on-street parking demand”.

To do this, Consultant will first determine the potential redevelopment, including HEU sites, and calculate both the parking demand and parking inventory anticipated for each of the sites.

The parking demand will be calculated using the ITE Parking Generation Manual with adjustment factor from the ULI shared parking report, whereas the potential off-street (on- site) parking inventory will be determined based on the size of the parcel and validated against recent developments within the City or in nearby coastal cities. Any excess parking demand will then be assigned to the nearest available on-street parking spaces.Consultant’s approach allows the respective Parking and Transportation Demand Management Plan to account for not just future growth, but also select appropriate parking management strategies that are guided by accurate pro-forma.

As a part of this deliverable, Consultant will also summarize the findings from Task 2 through Task 5, and Task 8 through Task 11.

Task 8 - Fee Analysis For An In-Lieu Parking Fee
Consultant understands that the City of San Clemente Ordinance 17.64.100 – In-Lieu Certificates for Off- Street Parking allow property owners to pay an in-lieu parking fee if they cannot meet the minimum parking standards. The ordinance also provides for a payment plan in case the property owners cannot make an upfront payment for the full amount. The City is aiming to modify the existing parking waiver into an in-lieu fee waiver, based on best available practices and examples of other comparable cities’ in-lieu programs.

The City is also interested in a fee to be used towards recurring programmatic funding for Task 7 Deliverables
Draft and Final Parking Supply Assessment technical report. 1274

transportation alternatives, and a lower recurring fee tied to business licensing as opposed to a one-time fee that runs with the land.Consultant understand that a high in-lieu parking fees program can act as a barrier for a vibrant commercial core.Thus, the desire for a lower monthly fee that is attached to individual businesses would not only reduce entry barriers but also create a more equitable and easier to manage fee program.

TASK 8.1 – BASE LINE FEE ANALYSIS
After project kick-off, Consultant will conduct a base line evaluation of the current parking fee structure, including both an evaluation of the existing in-lieu fee structure and the parking meter fee structure.

During this task, Consultant will take into account the following factors:

Best Practices Review: Document how other jurisdictions are handling their respective in-lieu fee program, including jurisdictions that have adopted either a lower parking ratio and/or implement AB-2097 (no minimum parking within ½ mile distance of a major transit stop such as the San Clemente Transit Station).

Existing Program: How does the current program operate, what is the public feedback, and what is the financial health of the program, accounts in which the fees and parking meters are deposited to as well as how they are currently utilized.

TASK 8.2 – PARKING AND TRANSPORTATION DEMAND MANAGEMENT PLAN

PRO-FORMA
After the conclusion of Task 8.1, Consultant will develop pro-forma for the Parking and Transportation Demand Management Plan. The purpose of the pro-forma is to ensure that recommended parking and transportation demand management strategies are feasible and implementable. Building upon the best practice research and review of the financial health of the parking program, Consultant in coordination with the City will provide recommendations to transition away from the current in-lieu parking program to an alternative fee program. The program may include recommendations such as adjusted annual fees, active-transportation inlieu fees, or other strategies that allow for further adjustment as the program moves forward.

These recommendations will be documented in a draft and final technical memorandum, and then incorporated into the Parking and Transportation Demand Management Plan.

To ensure that the recommendations are feasible, Consultant will develop preliminary proforma and include current expenses such as the practice of leasing private parking lots for public use. CRA will develop up to three (3) different types of pro-forma, each with different fee strategies to provide the City with different options. Consultant will then work with City staff to refine and arrive at a preferred strategy. All strategies and funding sources will be vetted against the Mitigation Fees Act and precedent setting court cases in order to ensure that the recommendations are viable.While the focus of this preliminary pro-forma is on the in-lieu fees program and current expenses, this pro-forma will be updated under Task 11, to reflect the full Parking Transportation Demand Management Plan.
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Task 9 - Operations Analysis Of San Clemente Trolley (In Partnership With OCTA) The City of San Clemente operates a seasonal trolley program that provides free transportation for residents and visitors, helping reduce traffic and parking congestion while promoting tourism and local business access.The service typically runs during the summer months and connects popular destinations such as beaches, the downtown area, and other key points of interest.The City is serviced by the San Clemente Trolley Red, Blue, and Green lines with stops located throughout the City with 15-minute headways seven days a week. The trolley program, which carries on average up to 1,000 riders, is widely successful and supported by the community.Funding for this service is provided by a grant from the Orange County Transportation Authority (OCTA) that covers up to 90% of the costs to operate with the remaining costs paid by the City, including a portion that is funded by the Outdoor dining program fees.

Under the OCTA Project V also known as the Measure M2 Community-Based Transit Circulators Program, projects must meet a maximum cost per boarding standard, which is equal to twice the M2 Project V per boarding subsidy.Local jurisdictions are responsible for costs beyond the Orange County Transportation Authority (OCTA) subsidy. Services not meeting this standard are required to disclose the cost per boarding information to City Council and seek direction to continue, restructure, or cancel the service. This approach allows local jurisdictions to deliver Project V services using financially sustainable, context sensitive, and locally driven metrics.For FY 2023-24, the maximum cost per boarding was established at $21.24.Per the OCTA Q2 and Q3 report, the San Clemente Trolley is $2.24, thus the high ridership met Measure M2 standards. However, the current funding is insufficient to ensure that the program can continue beyond 2027. As such, the City is currently seeking additional grant funding and to increase the limit under OCTA Project V in order to sustain and potentially extend the program.

This very successful program can act as a springboard to launch additional multi-modal transportation alternatives to reduce single-occupancy vehicle dependency and provide enhanced multi-modal connectivity throughout the study area.

TASK 9.1 – SAN CLEMENTE TROLLEY BASELINE EVALUATION
Consultant will first coordinate with City staff to obtain operating data of the current trolley system, including boardings, alighting, average ridership, financial operations, maintenance, Task 8 Deliverables:

Draft and final technical memorandum
Preliminary Pro-forma
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and other relevant information that will help establish the baseline of the current system. This data will then be supplemented with mobility data (big data) from ReplicaHQ to establish the current baseline conditions. The aim of baseline conditions is to determine existing usage, seasonal peak, origin and destination, as well as ridership characteristics. This information will then be used to inform additional parking and transportation demand management strategies.

TASK 9.2 – SAN CLEMENTE TROLLEY PROGRAM UPDATE
Building upon the finding of Task 9.1, and all the other task, Consultant will develop potential transportation demand management strategies that provide substantial improvements for the San Clemente trolley system. Potential strategies could include expanding the current system, route modification, stop modification, first/last mile mobility improvements, fleet upgrade or replacement, among other strategies. First/last minute mobility improvements could include complimentary strategies from Task 7 that are aimed to provide a network of low-stress streets where residents and visitors could use alternative modes such as walking, biking, and Neighborhood Electric Vehicles, to connect to the trolley system. The list of recommended strategies estimated cost, and implementation plan will be documented in a technical memorandum, that once finalized will be incorporated into the Parking and Transportation Demand Management Plan.

Task 10 - Review Of Multi- Modal Transportation Alternatives, Including The Trolley, Bikes, NEV’s, Pedestrian Improvements, And Emerging Technologies As transportation technologies evolve and improve, traveler experiences are simplified and expanded upon, from increased use of neighborhood electric vehicles (NEVs) to metered parking from apps hosted on cellular devices.Consultant will evaluate the City’s current need for alternative mobility enhancements to develop incentives and/or parking reductions for commercial developments to provide enhancements supporting multi-modal transportation.Such enhancements may include bike/NEV parking, sidewalk in-fill projects, funding and expansion of the City’s trolley service, curb-side maintenance/management, or additional amenities for OCTA transit stops.

Following the project kick-off, Consultant will work closely with the City to document current and planned active transportation improvements within the study area, especially those projects seeking grant funding from OCTA, including their various stages of completion.

Task 9 Deliverables:

Technical memorandum documenting the
recommendations will operate in conjunction
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Once the necessary data is collected and documented, Consultant will proceed with evaluating the feasibility of implementing multi-modal transportation alternatives and parking management strategies for the study area. This evaluation will consider the following:

Low-Stress Roadway Network: Low-stress roadways are those where the posted speed limit and average travel speed are conducive to low-speed vehicles, such as Neighborhood Electric Vehicles (NEVs) and “street legal” golf carts3. These roadways can serve dual purposes, functioning as NEV routes and as Class III bike routes, as the lower speeds make them more comfortable for all users.Consultant will utilize existing GIS data from the City, along with information gathered from the parking inventory, to develop a potential NEV network. Once the network is developed, Consultant will identify key roadways that connect generators and attractors to determine the most suitable low-stress routes for the network. The roadway network will focus on two types of connectivity: the first between residential developments and destinations (coastal areas, businesses) within the study area, and the second between existing trolley stops and those same destinations.

On-Demand Micromobility: After identifying the network, Consultant will assess the potential to expand the trolley network by introducing on-demand micromobility services within the study area. These services, similar to those in Downtown San Diego (FRED), Oceanside (gO’side), and Pacific Beach (Beach Bug), would provide first/ last mile connectivity between various origins and destinations. This service could also potentially replace the City’s existing subsidized Lyft program, which operates in conjunction with the trolley system or even replace the existing trolley program during time where there is lower ridership such as during the off season.

Parking Management System and Parking Enforcement: As part of Consultant’s work for the cities of Carlsbad, Encinitas, West Hollywood, and Chula Vista, Consultant has maintained contact with multiple parking vendors and developed pro forma calculations for various parking management systems, including pay-and-display, pay-by-space, and pay-by-plate/pay-by-app systems. After the project kick-off, Consultant will collaborate with the City to develop a “wish list” of parking management features the City would like to implement, in addition to those outlined in the RFP. Recently, most parking vendors have shifted to a pseudo- “freemium” model, where initial setup costs are low but increase as additional features, like parking validation, are added.Once the feature list is finalized, Consultant will work with potential vendors to gather the latest pricing information for system installation to include in the pro forma.

Consultant will also explore integrating smart parking technologies to enhance the user experience and enforcement, including mobile payment apps, real- time occupancy tracking, digital wayfinding, and AI- supported parking space tracking with highresolution cameras like those provided by CurbIQ.Consistent and efficient enforcement, supported by tools such as license plate recognition, will be evaluated to ensure compliance with the new strategies.

Simultaneously, Consultant will work closely with the City to assess the cost of 1278
parking enforcement. Consultant understand that enforcement is currently handled by Retired Senior Volunteers, but there has been interest in potentially outsourcing enforcement to a third party. Consultant’s pro forma and recommendations will account for all potential revenue and expenses associated with a paid public parking program, providing decision- makers with the information they need to choose the most optimal solution for the City.

Task 11 - Review Of Public Parking Lot Management Strategies, Associated Costs of Revenues
As the City of San Clemente continues to attract more visitors and customers to the study area, there is an increasing need for effective parking management strategies to optimize this limited public resource.

In coastal cities, the objective of a paid parking program is not to generate excess revenue but to secure sufficient funding for implementing a parking management plan that ensures the most efficient configuration for the area.

Building on the best practices and recommendations gathered in previous tasks, particularly Tasks 3 and 4, Consultant will evaluate potential fee structures. This includes options such as adjusting the current hourly parking meter rates, expanding the coverage of parking meters, introducing dynamic pricing, and implementing time-of-day or event-specific rates. Consultant will also evaluate the potential for expanding the City’s program of leasing private lots for public use or developing a public parking structure to increase parking supply and address areas with high demand. This analysis will consider factors such as parking demand, user needs, economic impacts, and best practices from comparable coastal cities. To ensure the recommendations align with market conditions, each option will be compared to the data collected in Tasks 3 and 4 and informed by the findings of Task 7.

Further, drawing from the findings and recommendations in Tasks 6 through 11, Consultant will update the preliminary pro forma to account for the costs associated with each parking and transportation demand management strategy.This will include potential upfront and ongoing costs such as parking meter operations, improvements in trolley services, NEV operations (both public and private), and other strategies. The updated pro forma will then be presented to City staff, including other relevant departments, through a formal presentation outlining the planning and analysis process as well as the final recommendations.Based on the City’s feedback, Consultant Task 10 Deliverable:

Draft and final Multi-Modal Alternative and Parking Management System technical memorandum.
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will revise the pro forma and incorporate it into the Parking and Transportation Demand Management Plan.

Task 12 - Parking and Transportation Demand Management Plan (PTDMP) Consultant will develop a Parking and Transportation Demand Management Plan for the City of San Clemente.It is Consultant’s intent to provide a concise PTDMP that summarize the base line conditions, provide a comprehensive understanding of the recommended parking and transportation demand management strategies, a data driven economic and financial evaluation, and an implementation roadmap.

TASK 12.1 – DRAFT AND FINAL PTDMP.

Consultant will prepare a draft outline of the Parking and Transportation Demand Management Plan (PTDMP) to present at the project kick-off meeting. This outline will be updated throughout the project as needed.

At a minimum, the PTDMP will include the following sections:

1. Baseline Condition: This section will provide a summary of the current parking conditions, multi-modal usage, trolley operations, financial assessments, and public perceptions. Detailed analyses from earlier tasks will be included as appendices to the PTDMP.

2. Best Practices and Potential Parking and Transportation Demand Management:

This section will summarize the best practices review and list jurisdictions that operate within the framework of the Coastal Act and Coastal Commission requirements.

3. Recommendations: This section will build upon previous findings and propose transportation and parking management strategies tailored to the City of San Clemente. It will address both near-term and long-term conditions and include recommendations on:
• Off-street parking requirements, parking ratios, draft zoning code updates, and an in-lieu fee program.

Task 11 Deliverable:
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• Transportation management strategies aimed at reducing vehicular demand, including innovative approaches like NEV (Neighborhood Electric Vehicle) facilities and roadway networks, active transportation amenities, NEV parking standards, rideshare and delivery pick-up/drop-off zones, and other strategies to optimize parking within the study area.
• District-specific parking regulations, exploring options for commercial districts versus beach access districts and residential parking programs. • Updates to the Local Coastal Program (Implementation Plan).

4. Implementation Plan: This section will provide a roadmap for implementing the recommended strategies and zoning updates, highlighting any interdependencies between strategies and the financial resources required for implementation. Drawing on Consultant’s experience with the Coastal Commission, the section will also distinguish strategies more applicable to commercial areas versus beach access areas.Zoning code update and LCP update are included as a part of this section.

12.2 - PUBLIC PRESENTATION
Consultant, in collaboration with City staff will prepare and present at up to two (2) public outreach meetings to present the findings and recommendations of the PTDMP.

Consultant anticipate that one of the meetings would occur after the off-peak data collection, and the second meeting would occur prior to the publication of the Draft PTDMP.During these meetings, Consultant will also take photos and prepare a public outreach summary after each event. These summaries will be included as an appendix to the PTDMP.

12.3 – PTDMP ZONING CODE UPDATE AND LCP UPDATE
Consultant will prepare and present the Draft PTDMP at one City Council meeting, one Planning Commission meeting, and one Coastal Staff meeting.Consultant anticipates that two staffs will attend each of these meeting, the Project manager to present and assistance to provide documentations and support.

ADD-ON OPTIONAL SCOPE OF WORK (SOW)
Add on services would be subject to additional costs beyond the Consultant bid for the above Scope of Work of $231,985 as set forth in Exhibit D-1. Any changes to the net cost per task or the total contract amount shall be agreed upon in writing prior to completion of work at a higher Task 12 Deliverable:

One Administrative Draft, Screen Check Draft, Draft Final, and Final Parking Management Plan.
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rate by the Consultant and prior to payment by the City. Maximum compensation under this Agreement shall not exceed $250,000.
(Optional) Completion of Zoning Code and IP amendment(s) for New Parking Standards
Consultant, upon written request activating this optional SOW, will provide additional support to the City for adoption for zoning codes and IP amendment(s) in relation to recommended policies and strategies, as needed. This includes preparation of presentation materials such as design standards, parking code standards, and the supporting data.
(Optional) Additional Data Collection
Consultant, upon written request activating this optional SOW, will conduct data collection beyond the scope defined within Task 6. Consultant has conducted many parking data collections at hourly or bi-hourly intervals. For example, a recent data collection effort for the Kearny Mesa Parking study collected and analyzed bi-hourly parking occupancy data between 6AM and 9PM for both a typical weekday and a typical weekend day. In Consultant’s experience, the more refined data collected would provide for a more refined analysis of parking duration and turnover.
(Optional) Public Meeting Attendance
Consultant, upon written request activating this optional SOW, will attend any additional Public meetings beyond the one mandatory meeting required as part of Task 5 with Planning Commission, City Council, and Coastal Commission. The fee per meeting will be provided within the “Cost Data” section of this proposal.
(Optional) Expanded Study Area
Consultant, upon written request activating this optional SOW, will expand the study area as defined in the Methodology section of this proposal. The potential and supporting reasoning for expanding the study area will be reviewed and presented to City staff during the kick-off meeting. Based on potential changes in parking strategies and policies, parking behavior outside off the defined area may be affected. Before implementation, those effects must be understood to prevent unplanned repercussions detrimental to the overall goals of the project.

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EXHIBIT "B"

SCHEDULE OF SERVICES
Consultant shall diligently perform the Services to the City’s satisfaction and according to the following timeline, with any modification approved by the City:
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EXHIBIT “C”

INSURANCE REQUIREMENTS

3.2.12 Insurance.

3.2.12.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section.

3.2.12.2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so.
(A) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 0001, or the exact equivalent, with limits of not less than $1,000,000 per occurrence and no less than $2,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); or (3) containing any other exclusion(s) contrary to the terms or purposes of this Agreement. (B) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 0001 covering "Any Auto" (Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $1,000,000 combined limit for each occurrence. (C) Workers' Compensation: Workers' Compensation
Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease. (D) Professional Liability (Errors & Omissions): Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant’s profession with limits of not less than $1,000,000 per claim. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least three (3) years from termination or expiration of this Agreement. (E) Cyber Liability Insurance with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Contractor in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, 1285
business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses.

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

Additional Insured Endorsements shall not (1) be
restricted to "ongoing operations"; (2) exclude "contractual liability"; (3) restrict coverage to "sole" liability of Consultant; or (4) contain any other exclusions contrary to the terms or purposes of this Agreement. For all policies of Commercial General Liability insurance, Consultant shall provide endorsements in the form of ISO CG 20 10 10 01 (or endorsements providing the exact same coverage) to effectuate this requirement.
(2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (B) Automobile Liability:
(1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.

3.2.12.4 Professional Liability (Errors & Omissions):
(A) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (B) Contractual Liability Exclusion Deleted: This insurance shall include contractual liability applicable to this Agreement. The policy must “pay on behalf of” the insured and include a provision establishing the insurer’s duty to defend.

3.2.12.5 Workers' Compensation:
(A) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.

3.2.12.6 Primary and Non-Contributing Insurance. All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other 1286
insurance, deductible, or self-insurance maintained by the City, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.

3.2.12.7 Waiver of Subrogation. All policies of Commercial General Liability and Automobile Liability insurance shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against the City, its officials, officers, employees, agents, and volunteers, and shall require similar written express waivers and insurance clauses from each of its subconsultants.

3.2.12.8 Deductibles and Self-Insured Retentions. Any deductible or selfinsured retention greater than $5,000 must be approved in writing by the City and shall protect the City, its officials, officers, employees, agents, and volunteers in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.

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

3.2.12.10 Failure to Maintain Coverage. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse in the required coverage, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement effective upon notice.

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

3.2.12.12 Enforcement of Agreement Provisions (non estoppel).

Consultant acknowledges and agrees that actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligation on the City nor does it waive any rights hereunder.
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3.2.12.13 Requirements Not Limiting. Requirement of specific coverage or minimum limits contained in this Appendix are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance.

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

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EXHIBIT “D”

COMPENSATION
In full compensation for the Services rendered by the Consultant under the Agreement, the City shall pay the Consultant for actual work performed at the hourly rates identified in attached Exhibit D-1, which is fully incorporated herein by this reference.

Any changes to the hourly rates or the net cost per task shall be agreed upon in writing by the City and the Consultant prior to completion of work at higher rate by the Consultant and prior to payment by the City.

Consultant bid for the work is $231,985 as set forth in Exhibit D-1. Any changes to the net cost per task or the total contract amount shall be agreed upon in writing prior to completion of work at a higher rate by the Consultant and prior to payment by the City. Maximum compensation under this Agreement shall not exceed $250,000. Except as expressly provided in Exhibit D-1, there are no reimbursable expenses under this Agreement. 1289
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WORKER’S COMPENSATION INSURANCE CERTIFICATION

WORKERS' COMPENSATION DECLARATION

I hereby affirm under penalty of perjury one of the following declarations:

(ONE OF THE BOXES BELOW MUST BE CHECKED)
I have and will maintain a certificate of consent from the California Labor Commission to self-insure for workers' compensation, as provided for by Section 3700 of the Labor Code, for the performance of the work to be performed under this contract.

I have and will maintain workers' compensation insurance, as required by Section 3700 of the Labor Code, for the performance of the work to be performed under this contract. My workers' compensation insurance carrier and policy number are:

Carrier____________________________________________________ Policy Number______________________________________________

I certify that, in the performance of the work under this Agreement, I shall not employ any person in any manner so as to become subject to the workers' compensation laws of California, and I hereby agree to indemnify, defend, and hold harmless the City of San Clemente and all of its officials, employees, and agents from and against any and all claims, liabilities, and losses relating to personal injury or death, economic losses, and property damage arising out of my failure to provide such worker’s compensation insurance. I further agree that, if I should become subject to the workers' compensation provisions of Section 3700 of the Labor Code, I shall forthwith comply with those provisions.

WARNING: FAILURE TO SECURE WORKERS’ COMPENSATION

COVERAGE IS UNLAWFUL, AND SHALL SUBJECT AN EMPLOYER TO

Dated: ________________________, 20____ By: __________________________ Title: __________________________

________________________________ Address: __________________________ (“CONSULTANT”) __________________________
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CITY OF SAN CLEMENTE

REQUEST FOR PROPOSAL
Parking And Transportation Demand Management Analysis And Policy Development For Local Coastal Program
SEPTEMBER 25, 2024
Prospective Contractors:

The City of San Clemente (City) is interested in receiving proposals from Professional Services Contractors (Contractors) for the conduct of parking data collection and analysis by a transportation planning and engineering contractor as described in detail in the attached Request for Proposal (RFP). The most competitive proposal will address as many scope of work deliverables as possible within the designated budget.

City Point of Contact:

The sole source of contact regarding this RFP is Zach Rehm, Principal Planner [email protected] and (949) 361-6190. Individuals or firms interested in submitting a proposal are asked not to contact other members of the City of San Clemente staff or Councilmembers in connection with the RFP prior to the announcement of the Contractor selected.

Proposal Submittal Method and Deadline:

Proposals are submitted on Planetbids online at http://planetbids.com. The submittal deadline is 5:30 p.m. Pacific Daylight Time (PDT) on October 11, 2024. Proposals received subsequent to that deadline may be considered if no qualifying proposals are received prior. If you have questions related to this RFP, you may submit them via email to Zach Rehm, Principal Planner at [email protected].

Attachment 3
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CITY OF SAN CLEMENTE

REQUEST FOR PROPOSAL
Parking And Transportation Demand Management Analysis And Policy Development For Local Coastal Program
Background about the City and the project, as well as information about the Scope of Work to be undertaken are discussed in this section of the RFP. NOTE: City Staff is open to suggested modifications to the project scope and deliverables that take advantage of Contractor’s technical knowledge and experience and continue to achieve the City’s goal of acquiring accurate data and developing cohesive parking management plans and standards.

A. INTRODUCTION
The City of San Clemente is seeking proposals from qualified contractors to analyze its parking ratios, study seasonal shifts in availability of public parking, and develop policies and standards with a focus on commercial, coastal, and visitor serving areas that can be incorporated into the City’s draft Local Coastal Plan (LCP) that will promote accessibility to visitor serving commercial and recreational amenities while limiting impacts on residential communities. Similarly, the project should result in parking alternatives that can be considered for incorporation into the LCP such as an in-lieu fee program and substitutionary means of addressing some required parking by alternate means. The term of this Agreement shall be from the execution of this Agreement until the Consultant performs the Services to the City’s satisfaction, or until available funds are depleted, up to $250,000. The City desires for the majority of the work to be completed by July 2025.

B. BACKGROUND
The City of San Clemente does not have a Parking Management Plan and has not significantly modified parking standards within the zoning code since 1996. The City’s more recent General Plan (2014, amended 2016) and Coastal Land Use Plan (2018) recognize the importance of multi-modal transportation. The City of San Clemente is still predominately auto-dependent, but there has been a steady increase in the mobility mix and increasing demands of street space. A parking and transportation demand management plan would help the City navigate our next best steps in managing existing parking resources within the broader context of multi-modal accessibility in the City.

Over the past decade, the City has invested resources in expanding mobility opportunities in a variety of ways: developing a pedestrian beach trail which links between Metrolink 1293

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stations; partnering with OCTA to provide seasonal trolleys for public transit; partnering with Lyft to provide subsidized rides near former bus stops; and extending a class 4 bike lane along El Camino Real / PCH towards the neighboring City of Dana Point.

C. PROJECT OBJECTIVES
Directly related objectives include:
• Review current City parking conditions, mobility programs, and policies with City staff.
• Conduct a parking study and analysis, with a focus on commercial, coastal, and visitor serving areas (see study area map within Exhibit A). • Conduct public engagement to collect feedback on opportunities and constraints and to identify community preferences related to improving mobility within the City for residents and visitors.
• Develop a Parking and Transportation Demand Management Plan for the City based on the parking study and analysis and current industry standards, which:
o Provides recommendations related to appropriate areas and times for paid parking in the City; appropriate modifications to the City’s current off-street parking requirements for different use types; opportunities for enhancement or increased efficiency of mobility services (such as the City Trolley program); and alternatives to reduce off-street parking requirements (such as an in-lieu fee) to facilitate redevelopment of residential, commercial, and public properties.
o Considers improvements to the City’s current Zoning Code Standards (Chapters 17.64 and 17.76), which could be revised and incorporated into the City’s Implementation Plan for its LCP.
 Considers replacing the Section related to Waivers (17.64.125) with an updated Section on an In-Lieu Fee program, which focuses on programmatic mobility and not just capital improvements.
• Additional optional objectives are included within the Scope section that follows (Section E).

D. MINIMUM QUALIFICATIONS
The selected contractor shall be an experienced parking consulting firm with a demonstrated track record of quality work, great client relationships and a history of successful results. In order to be considered for selection for award of a contract, the Proposer must clearly meet and demonstrate the following minimum requirements:
• Have experience developing parking management strategies that contemplate alternative modes of transportation and changing trends such as ridesharing or communities where bicycle use is more prevalent.
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• Have experience in Southern California working on developing parking regulations for Local Coastal Programs and amendments for the Coastal Zone. • Have experience developing and implementing municipal parking regulations in a comparable jurisdiction (population size, geography, etc). • A highly organized and responsive team who listens to, partners with, and is passionate about collaboration with city staff, decision makers, and all sectors of the community.
• Talented writers, illustrators, and graphic artists that can prepare user-friendly and graphically enriched presentations, diagrams, and architectural illustrations. • A qualified traffic engineer to guide circulation, mobility, connectivity, and parking recommendations for the citywide study.

E. PROJECT ORGANIZATION AND SCOPE OF WORK
The most competitive proposal will address as many of the following tasks as possible within the designated budget. The Contractor selected to enter into an agreement (see Exhibit F for a copy of the Draft Agreement) with the City as a result of this procurement. The selected Contractor will provide the City with the required staff, resources, and expertise to effectively provide the data and analysis necessary to establish recommendations related to potential changes within the City’s Zoning Ordinance and draft Local Coastal Program Implementation Plan (IP).

Task 1 – Administrative
• Develop a proposed work plan necessary to achieve the City’s project objectives. • Before each data collection effort, contractors will attend a kick-off meeting held via conference call to discuss the scope of work and identify dates for survey and turnover data collection for each data collection.
• Contractor will prepare an agenda and summary meeting notes.

Task 2 - Public Outreach/Survey of residents, businesses, and stakeholders to assess parking and mobility needs and preferences
• Contractor should hold community outreach meetings involving input from various stakeholder groups (residents, businesses, etc.). • Work with City to determine the most appropriate and effective community engagement tools and timeline for the project.
• Conduct on-site survey to solicit input and gather information from community and residents and visitors about their parking behaviors within the study area. • City staff and contractors will conduct public outreach with all known and interested stakeholders, particularly those from disadvantaged and low-income communities, as well as California Native American Tribes. The City will seek to involve these stakeholders in the coastal planning process. 1295

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• Provide analysis of a combination of field-collected data and public outreach results to define a baseline of existing conditions and perceptions within the study area.

Task 3 - Review of current required parking ratios within the City’s Zoning Code and comparison against best available information; potential sources include ULI, ITE, and off-street parking ratios of nearby coastal cities. • Restaurant Parking
o Evaluate and establish a specific parking rate for restaurants; provide recommendation on whether different types of restaurants should be parked differently.
• Commercial Parking
o Evaluate and update existing parking rates/ratios for commercial and retail uses to ensure they are aligned with current trends and practices, including outdoor dining.
o Evaluate the impact on parking demand from rideshare services and develop incentives and or parking reductions for commercial uses that provided dedicated parking or pickup/drop off areas for those services. o Identify best practices for off-street parking reductions to account for shared parking scenarios.
• Curbside Management
o Review city’s existing trolley and Lyft curbside drop off/pick up points to align with new parking ratios and best practices.
o Evaluate whether additional loading or limited term parking curb markings should be implemented by the City.
• Parking Management Overlays
o During the study, identify potential parking district(s) that might have different regulations; if more than one district is identified, provide recommendations on which standards should deviate.
• Target Utilization Rate
o Identify a target utilization/occupancy rate (e.g.85%) and provide an analysis of parking areas where the occupancy rate is above or below the identified threshold.

Task 4 - Review of parking management plans and policies from comparable coastal communities
• Work with City staff to review parking plans and policies of at least three cities that are from comparable commercial and visitor destinations, such as Dana Point, Del Mar, Newport Beach, Laguna Beach, Oceanside, and Carlsbad (see also Exhibit D).
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• Analysis of hourly parking meter market rates to ensure that rates are affordable and conducive to businesses in the study area, maintain coastal access, and are comparable to other cities.

Task 5 - Discussion with Coastal Commission staff regarding parking alternatives and management strategies
• Draft text, diagrams, or illustrations for use in the General Plan, Municipal Code, Local Coastal Program, and other plans and documents as necessary to objectively regulate development in the study area.
• Present project findings and recommendations to City and Coastal Commission staff, the Planning Commission and City Council, as requested. • Collaborate with City staff to draft agenda reports and presentations in advance of hearings and informational meetings with the Planning Commission and City Council.
• Attend one meeting/public hearing with each of the Planning Commission, City Council, and Coastal Commission.
• Analyze parking occupancy and utilization trends to inform data-driven parking management decisions.
• Provide recommendations on how the City can ensure the effective distribution of parking demand to optimize its use of existing parking capacities. • Analyze how signage cues can direct people toward less visible parking options.

Task 6 - Parking occupancy counts to assess daily capacity during peak summer months – focusing on visitor serving commercial and coastal areas • Contractor should oversee data collection of parking inventory, occupancy, and duration from one off-peak period (November – January) and at least one peak period (Memorial Day – Labor Day) to provide data collection and analysis • Contractor will collect and provide parking occupancy data for defined areas of the Coastal Zone shown on the map online at this link (“Required Parking Count Areas”). At a minimum, this will include the Downtown, North Beach, the Pier Bowl Visitor Serving Commercial Overlay, and coastal access parking lots between the Pier Bowl area and North Beach train station. Previously, the City staff has completed parking occupancy studies of the Downtown and North Beach areas shown on Exhibit B. For these areas, it will be assumed that number of spaces and time restrictions have not changed since the previous data collection effort. The prior parking occupancy studies will be provided to the Contractor. • Contractor may propose utilization of available technology or methods to capture parking occupancy and turnover data.
• Occupancy Data to Collect:
o Contractor shall collect data on parking occupancy determined as a percentage of occupied spaces in a parking facility at a given time. Parking occupancy 1297

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shall be calculated by dividing the number of observed or projected vehicles parked in a facility by the number of total spaces in the facility. o Contractor shall collect data at least once from each of the following facilities during each timeframe list below. Parking facilities include:
 On-street parking.
 Off-street parking (public and private).
o Shared parking facilities.
o Leased parking facilities.
• Times to Collect:
o Contractor will collect the data during the on-peak season in May – September (2025).
o Contractor will collect the data during the off-peak season in November – January (2024-2025).
o The data will be collected within the timeframe of one week. o Data will be collected on a typical weekday (Thursday) and weekend (Saturday) during hours that will capture morning (7:00 AM – 10:00 AM), mid-day (11:00 AM – 2:00 PM), evening (3:00 PM – 6:00 PM), and late evening (7:00 PM – 10:00 PM) peak times for the study area. Specific dates and times for data collection will be established pending the results of public outreach and discussions with City and Coastal Commission staff. o The occupancy and turnover data should be cleaned, formatted, and analyzed by the contractor and joined to the inventory data geodatabase.

Task 7 – Parking supply assessment of overall study area using quantitative and/or alternative methods
In addition to Task 6, the study should include a more generalized assessment of parking supply in areas shown on Exhibit A (“Project Study Area”) and located within walking distance of transit in proximity to the study area, particularly the trolley system.

This assessment may include physical counts, alternative methods/tools (e.g. use aerial imagery to estimate supply), or combination thereof; that assesses parking supply to inform policy recommendations that will more successfully fulfill goals for the project, summarized above. The approach will be based on the contractor’s analysis and informed by public outreach and discussions with City and Coastal Commission staff.

Task 8 - Fee analysis for an in-lieu parking fee
• Provide recommendations to modify the City’s existing parking waiver into an inlieu fee waiver (based on best available practices and examples of other comparable cities’ in-lieu programs).
• Provide a recommendation on calculating an appropriate fee. • Note: There is a preference for the fee to be used towards recurring programmatic funding for transportation alternatives; so the City is also interested in a lower recurring fee tied to business licensing as opposed to a one-time fee that runs with the land.
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Task 9 - Operations analysis of San Clemente Trolley (in partnership with OCTA) • Analyze existing trolley usage and ridership patterns in the context of parking incentives and availability. The City can provide ridership data, including locations and times of boarding counts.
• Recommend service or route modifications that would enhance efficiency of transportation within the City.
• Analysis of areas to extend the trolley program (or related mobility services). • Identification of options for replacement or upgrade of the fleet.

Task 10 - Review of multi-modal transportation alternatives, including the trolley, bikes, NEV’s, pedestrian improvements, and emerging technologies • Alternative Transportation
o Evaluate and develop incentives and/or parking reductions for commercial businesses that provide alternate mobility enhancements, such as bike or NEV parking.
o Evaluate and develop parking standards to accommodate NEVs and “street legal” golf carts, as there are no current parking regulations (parking stall dimensions, etc.) for this type of vehicle.
• Analysis of costs and benefits of implementing multi-space pay station technology to replace existing single-space meters or expanding on-street parking locations. o Pay and display: The driver parks, purchases parking session time at the pay station, and then returns to the vehicle to display the dashboard receipt. o Pay by space: The driver parks in a numbered space, and then pays at the pay station using the parking space number. The driver is not required to return to the vehicle because payment is electronically tied to the space number. Parking enforcement is able to use a web application on a handheld device to verify payment status by parking space number.
o Pay by plate: similar to pay by space, but the driver enters the license plate number at the pay station to record payment. This method does not require drivers to return to their cars. Parking enforcement verifies payment status by license plate using a web application on a handheld device and/or license plate recognition (LPR) technology.
• Analysis of mobile payment vendors for validation programs o Including resident discount programs, incentive programs, and retail validations.
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Task 11 - Review of public parking lot management strategies and associated costs of revenues
• Provide recommendations on how the City can improve utilization and availability of existing parking study by using timed and paid parking strategies. • Provide recommended time limits for specific parking areas to implement a “Park Once” philosophy.
o Visitors and employees that need or want to stay in certain areas for an extended duration should have adequate long-term parking options so that they are not forced to move their cars every few hours to avoid citations. • Analysis of rate structure:
o Hourly rate: a consistent parking fee is charged per hour for the duration of the parking session.
o Time of day: the hourly parking fee varies based on the time of day. A municipality can establish multiple time periods throughout the day with a different parking fee per hour during each time period
o Escalating rate: the parking fee increases over time based upon the length of stay with a lower rate charged for short parking sessions and a higher escalated amount charged for extended periods.
• Consider expanding the City’s program of leasing of private lots for public use or of developing a public parking structure

ADD-ON OPTIONAL SCOPE OF WORK
• (Optional) Completion of Zoning Code and IP amendment(s) for New Parking Standards
• (Optional) Additional Data Collection
o Contractor will collect data beyond the required peak and off-peak data collection periods (including one weekday and weekend per period). o Duration/Turnover: collect data on parking duration as a measure of how long vehicles are parked in a parking space.
• Identify trends in technology to improve parking efficiency and monitoring. • (Optional) Public Meeting Attendance
• Provide an itemized cost for attendance of additional meetings (cost per meeting) beyond the one mandatory meeting with each of Planning Commission, City Council, and Coastal Commission.
 Provide additional services at additional meetings that may be required. • (Optional) Expanded Study Area
o Expand parking study area beyond those identified on Exhibit A (“Parking Study Area” map), discussing additional priority areas with City staff. 1300

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F. DELIVERABLES
The contractor is responsible for the following deliverables, in keeping with the schedule described in subsection G below.
a. Draft and Final Downtown and Coastal Parking and Transportation Demand Management Study
1) Analysis of existing commercial use parking rate/ratios, consideration of classifying and regulating additional uses within the City’s off-street parking requirements, and recommendations of potential draft Zoning Code and IP updates to modernize commercial parking rates.
2) Analysis of potential draft Zoning Code and IP updates to establish incentives and parking reductions for mixed use and commercial properties that provide dedicated bicycle or NEV facilities or are adjacent trolley stops. 3) Analysis of potential draft Zoning Code and IP updates to establish parking standards for “street legal” golf carts.
4) Analysis of potential draft Zoning Code and IP updates to allow rideshare drop-off/pick-up areas within the public right-of-way (ROW) and recommendations on locations to site the rideshare areas to maximize use and minimize impacts to on-street parking supply.
5) Based upon the study and evaluation of the City’s identified activity nodes, recommend parking management district regulations and or parking management strategies by breaking the parking study area into districts which may be subject to different policies/standards.
6) Provide economic analysis of varying policy recommendations. 7) Geographic Information Files for maps and data produced for the project according to the standards in Exhibit E. This would include data for parking occupancy and turnover, among other data collected to create maps and policy recommendations.
8) Memorandum summarizing findings from analyzing parking management plans, parking policies, and hourly parking meter market rates of comparable coastal communities.
9) 2024-2025 Citywide Parking and TDM Study for San Clemente, including data to be collected during one off-peak period and one peak period. a. Administrative Draft.
b. Screen Check Draft.
c. Draft Final.
d. Final.
b. Public outreach meetings summary report
1) Participate in at least two public outreach meetings in coordination with City staff.
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2) Assist with administrative support of these meetings (e.g. agendas and meeting summaries after each meeting) and integrate findings into the Downtown and Coastal Parking and Transportation Demand Management Study. c. Public Review Draft Updates to Zoning Code and Implementation Plan Present parking plan and potential draft Zoning Code and IP updates to Planning Commission and City Council (one meeting each).
d. Draft Zoning Code and IP Amendment(s) related to parking/TDM Present parking plan to Coastal Staff and incorporate feedback into the potential draft Zoning Code and IP updates (led by City Staff). Revise drafts as needed to incorporate comments from public, staff, Planning Commission and City Council.

G. SCHEDULE
The following is a timeline that the City hopes to achieve for the parking analysis for the LCP update. The contract will be valid until completed. The start of the project will be in November 2024, and there will be initial public outreach along with a Coastal Commission staff meeting. There will also be at least two off-peak and two on-peak data collection periods. The Contractor should provide their own schedule to provide all the listed deliverables and achieve the scope of work while still being consistent with the target project window of November 2024 to October 2025. 1302

RFP - INSTRUCTIONS AND CONDITIONS

CITY OF SAN CLEMENTE
REQUEST FOR PROPOSAL: INSTRUCTIONS AND CONDITIONS
Parking And Transportation Demand Management Analysis And Policy Development For Local Coastal Program
The following instructions and conditions apply to this RFP:

A. GENERAL CONDITIONS

1. Pre-Contractual Expenses
Pre-contractual expenses are defined as expenses incurred by the Professional Services Contractor (Contractor) in:
• Preparing a proposal in response to this RFP
• Submitting that proposal to the City of San Clemente
• Negotiating with the City of San Clemente on any matter related to this RFP, proposal and/or contractual agreement
• Any other expenses incurred by the contractor prior to the date of an executed contract
The City of San Clemente shall not, in any event, be liable for any precontractual expenses incurred by any contractor. In addition, no contractor shall include any such expenses as part of the price proposed to conduct the scope of work for this project.

2. Authority to Withdraw RFP and/or Not Award Contract
The City of San Clemente reserves the right to withdraw this RFP at any time without prior notice. Further, the City makes no representations that any agreement will be awarded to any contractor responding to this RFP.

The City expressly reserves the right to postpone the opening of proposals for its own convenience and to reject any and all proposals in response to this RFP without indicating any reasons for such rejection(s). 1303

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3. Pricing Approach
The City of San Clemente intends to award a fixed price contract for the conduct of this project, up to $250,000. In no event shall the City pay an amount in excess of the dollar value negotiated in the contractual agreement with the successful contractor.

4. Right to Reject Proposals
The City of San Clemente reserves the right to reject any or all proposals submitted. Any award made for this engagement will be made to the contractor which, in the opinion of the City, is best qualified to conduct the project.

5. Proposal Evaluation Criteria
Proposals will be evaluated on the basis of their response to all provisions of this RFP. The most competitive proposal will address as many scope of work deliverables as possible within the designated budget. The City of San Clemente may use some or all of the following criteria in its evaluation and comparison of proposals submitted. The criteria listed are not necessarily an all-inclusive list. The order in which they appear is not intended to indicate their relative importance:

5.1 Cost of project or service: not to exceed $250,000.

5.2 Educational background.

5.3 Previous experience.

5.4 Demonstrated record of success on work previously performed for the City or similar work performed for others.

5.5 Project lead.

5.6 Staff to perform work within the specified time.

5.7 Methodology proposed to accomplish the work. The most competitive proposal will address as many scope of work deliverables as possible within the designated budget.

5.8 Ability to make effective public presentations of the report and/or design required.
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5.9 Ability to work effectively with City staff, other public agencies and related parties as directed during the design, study, or other services.

5.10 Pertinent new ideas that may be presented during the course of the selection process.

5.11 Adequate knowledge of local conditions.

5.12 Availability, experience, and knowledge of any subcontractors hired to complete the job or study.

5.13 Additional work performed by the contractor that may have a direct and substantial physical relationship or conflict to the proposed project.

5.14 Previous history of completing projects within budget and design estimates.

5.15 Ability to furnish adequate and effective construction supervision.

5.16 Consideration for contractors or contractors currently working with a major developer in the City for work within or adjacent to the major development project.

5.17 Whether the contractor or contractor is local.

B. PROPOSAL FORMAT AND CONTENT
Proposals should be typed as brief as possible. They should not include any elaborate or unnecessary promotional material. The following order and content of proposal sections should be adhered to by each contractor.

1. Cover Letter
A cover letter not to exceed three pages in length should summarize key elements of the contractor’s proposal. The letter must be signed by an individual authorized to bind the contractor. The letter must stipulate that the proposed price will be valid for a period of at least 90 days. Indicate the address and telephone number of the contractor’s office located nearest 1305

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to San Clemente, California, and the office from which the project will be managed.

I. Background and Approach
The Background and Approach Section should describe your understanding of the City, the work to be done, and the objectives to be accomplished.

II. Methodology(ies)
This section should clearly describe the methodology or methodologies you plan to use to carry out the specific work tasks described in the Work Plan.

III. Work Plan
Describe the sequential work tasks you plan to carry out in accomplishing this project. Indicate all key deliverables and their contents. Identify how much of the work will be done on site.

IV. Project Organization and Staffing
Describe your approach and methods for managing the project.

Provide an organization chart showing all proposed project team members. Describe the responsibilities of each person on the project team. Identify the Project Director and/or Manager and the person who will be the key contact with the City of San Clemente. Indicate how many hours each team member will devote to the project by task, along with a statement indicating the availability of the members of the project team for the duration of the project. Include resumes for each member of the project team. Include information and staff support required from City personnel. If utilizing a Citypaid intern is possible to address data collection or routine work assignments, identify that opportunity and related cost savings.

V. Related Experience
Describe recent, directly related experience. Include on each listing the name of the client; description of the work done; primary client contact, address and telephone number; dates for the project; name of the Project Director and/or Manager and members of the proposed 1306

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project team who worked on the project, as well as their respective responsibilities.

At least three references should be included. For each reference, indicate the reference's name, organization affiliation, title, complete mailing address and telephone number. The City of San Clemente reserves the right to contact any of the organizations or individuals listed.

VI. Project Schedule
Provide a schedule for completing each task in the work program, including deadlines for preparing all project deliverables.

VII. Cost Data
Indicate the total cost for which you will conduct the project by phase. Identify by project team member: name, classification, and the number of hours each member will spend on each work task.

Indicate separately, total cost for fees and expenses, including any proposed fee discount.

VIII. Statement of Compliance
Contractors must submit a Statement of Compliance with all parts of the Request for Proposal and Draft Agreement terms and conditions, or a listing of exceptions and suggested changes, along with a description of any cost implications or schedule changes the exceptions and/or changes cause. The Statement of Compliance must declare either:

A. This proposal is in strict compliance with the Request for Proposal and Draft Agreement and no exceptions to either are proposed; or
B. This proposal is in strict compliance with the Request for Proposal and Draft Agreement except for the items listed.

For each exception and/or suggested change, the contractor must include:

1. The suggested change in the RFP or rewording of the
contractual obligations.
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2. Reasons for submitting the proposed exception or
change.

3. Any impact the change or exception may have on
project costs, scheduling or other considerations.

IX. Other Information
Include any other information you consider to be relevant to the proposal.

X. Contractor agrees that in carrying out its responsibilities under this agreement, and in particular with regard to the employment of persons and sub-contractors working on the project, it will not discriminate on the basis of race, color, creed, national origin, religion, sex, age, or handicap. In the event any of the work performed by Contractor hereunder is sub-contracted to another person or firm (with approval of the City as required herein), subcontract shall contain a similar provision.

SUMMARY OF MAJOR COMPLIANCE REQUIREMENTS
The following highlights the key compliance elements contained in the City contract:

Meetings
This is a suggested schedule which is open to discussion.

1. Attend monthly progress meetings with City’s Project Manager.

2. Conduct general meetings (2 - 3) open to employees, boards, and commissions for overview and discussion of study.

Reporting

1. Bi-weekly project report to City Project Manager including:
• Monthly report to Department Heads.
• Summary of work completed during previous two weeks.
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• Discussion of any significant problems encountered or issues arising during the project.
• Percentage of project completion by work task.
• Explanation of variance between actual work task completed vis-a-vis the work plan.

2. Oral briefings/summary of project findings for presentation to City Project Manager.

3. Copies of the Draft Final Report, including Executive Summary, findings for presentation to City Project Manager.

4. Oral presentation of findings and recommendations to the City Council, City Manager, and employee groups.

Insurance Coverage

1. Prior to commencement of any project activities, Contractor is to secure worker's compensation insurance, so as to be in compliance with State statutes and comprehensive general liability insurance, including auto and contractual liability coverage, in an amount not less than $1 million.

Submittal Process
The Request for Proposal is available on the city’s website through PlanetBids only. You must register as a document holder to receive updates and notices:
https://vendors.planetbids.com/portal/28939/portal-home City of San Clemente website: (website more about contracting and purchasing link) If you have any questions regarding PlanetBids, please contact Zach Rehm ELECTRONIC FORMAT RECEIPT AND OPENING OF RFPs: Submittals will be received in electronic format (eBids) at the City of San Clemente’s electronic bidding (eBidding) site at City of San Clemente – Contracting & Purchasing and are due by the date and time specific on the cover of the solicitation.

BIDS MUST BE SUBMITTED BY DUE DATE AND TIME. Once the deadline is reached, no further submissions are accepted.

BIDDERS MUST BE PRE-REGISTERED with the city’s bidding system and possess a system- assigned Digital ID in order to submit an electronic bid. 1309

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The city’s bid/electronic bidding (eBidding) system will automatically track information submitted to the site including IP addresses, browsers being used and URLs from which information was submitted. In addition, the city’s bidding system will keep a history of every login instance including the time of login, and other information about the user’s computer configuration such as the operating system, browser type, version, and more.

Because of the security features, Proposers who disable their browsers’ cookie will not be able to log in and use the city’s bidding system. Upon entry of their proposal, the system will ensure that all required fields are entered. The system will not accept a proposal for which any required information is missing. This includes all essential documentation and supporting materials and forms requested or contained in these solicitation documents.

Proposals remained sealed until the due date and time. E-Bids and eProposal’s are transmitted into the city’s bidding system via hypertext transfer protocol secure (https) mechanism using SSL 128-256-bit security certificates issued from Verisign/Thawte which encrypts data being transferred from client to server. Proposals submitted prior to the due date and time are not available for review by anyone other than the submitter, who will have until the due date and time to change, rescind, or retrieve its proposal should they desire to do so.

Proposals must be submitted by due date and time. Once the deadline is reached, no further submissions are accepted into the system. Once the due date and time has passed, bidders, proposers, the general public, and city staff are able to immediately see the results online. City staff may then begin reviewing the submissions for responsiveness, compliance, and other issues. Proposals may be withdrawn by the proposer prior to, but not after, the time set as due date and time.

Important note: Submission of the electronic proposal into the system may not be instantaneous. Due to the speed and capabilities of the user’s internet service provider, bandwidth, computer hardware and other variables, it may take time for the proposer’s submission to upload and be received by the city’s eBidding system. It is the proposer’s sole responsibility to ensure their proposals are received on time by the city’s eBidding system. The City of San Clemente is not responsible for proposals that do not arrive by the due date and time.

Electronic submissions carry full force and effect. The proposer, by submitting their electronic proposal, agrees to and certifies under penalty of perjury under the laws of the State of California, that the certification, forms, and affidavits submitted as part of this proposal are true and correct.

Proposals are public records. Upon receipt by the city, proposals shall become public records subject to public disclosure. It is the responsibility of the Proposer to clearly identify any confidential, proprietary, trade secret or otherwise legally privileged information contained within the proposal’s general references to sections of the 1310

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California Public Records Act will not suffice. If the proposer does not provide applicable case law that clearly establishes that the requested information is exempt from the disclosure requirements of the Public Records Act, the city shall be free to release the information when required in accordance with the Public Records Act, pursuant to any other applicable law, or by order of any court or government agency, and the proposer agrees to hold the city harmless for any such release of this information.

Special Conditions
A. This RFP does not commit the city to award a contract, defray any costs incurred in the preparation of a proposal pursuant to this RFP, or in any resulting negotiations, or to procure a contract for work.

B. The city reserves the right to cancel or revise, for any or no reason, in part or in its entirety. If the city cancels or revises the RFP, all proposers will be notified in writing.

C. The city reserves the right to reject any and all proposals for any or no reason.

D. The city may, during the evaluation process, request additional information or clarification on any item in a proposal which the city deems necessary to determine the proposer’s ability to perform the required services.

E. At the discretion of the city, top candidates may be requested to participate in a telephone or personal interview to view the proposed solution.

F. If the city selects a proposal, it shall negotiate an agreement based on the terms and conditions agreed upon as a result of the negotiations. No agreement shall be binding upon the city until the agreement has been completely executed by the Contractor and approved by the City Attorney, executed by the City Manager or designee, and approved by the San Clemente City Council, if required. All individuals or firms responding to this RFP will be notified of their selection or non- selection in writing after the project selection team has completed the selection process.

G. The City of San Clemente complies with all California statutes and regulations related to conflicts of interest.

H. A sample copy of the city’s standard Contractor agreement is attached (Exhibit F) for your review. Please do not respond to this RFP if you cannot agree to all terms of the city’s agreement.

Prohibited Contracts
The City shall not contract with and shall reject any RFP's submitted by the persons or entities specified below, unless the City Council finds that Special Circumstances exist which justify the approval of such contract. Persons employed by the city or public agencies for which the City Council are the governing body; and Profit-making firms or businesses in which city employees described in this solicitation serve as officers, principals, partners, or major shareholders; and Persons who, within the immediately preceding twelve (12) months, came within the provisions this solicitation and who (1) were employed in positions of substantial 1311

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responsibility in the area of service to be performed by the contract, or (2) participated in any way in developing the contract or its service specifications; and Profit-making firms or businesses in which the former employees described in this solicitation serve as officers, principals, partners, or major shareholders; and Person who currently serve on a city Board or Commission per CMC 2.15.0.30. The submitter certifies that the Contractor firm has compiled with the above provisions, and that any ensuring contract will eb valid.

Notification of Results
Contractors will be notified of the selection committee’s decision by email. The City of San Clemente reserves the right not to select any of the proposals.

We’re here to help:

Any questions relative to the scope of work and proposal process in general for this RFP are due by (date) PDT and should be directed via email to:

Zach Rehm, Principal Planner
City of San Clemente, Planning Services Division [email protected] (949) 361-6190
Christopher Wright, Senior Planner
City of San Clemente, Planning Services Division [email protected] (949) 361-6193
Submittals must be received (due date) by 5 p.m. PDT via the city’s e-bidding site.

Selection Process:

The City shall employ a one-step process to select a contractor for this Project, with an option for a second step. In the first step, a panel shall rate all Proposals using the criteria described in this section. The City reserves the right to initiate a second step which shall involve a panel interview. Proposers invited to this second step shall have their panel interview rated, with rating combined with the rating from the first step, resulting in a new aggregate rating.

Attachments:

Exhibit A – Project Study Area
Exhibit B – Prior Parking Study Areas – Downtown and North Beach Exhibit C – Links to City Resources
Exhibit D – List of Comparison Cities
Exhibit E – GIS deliverable standards
Exhibit F – Sample Professional Services Agreement
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This map shows the overall project study area. Within this study area, project task 6 involves parking occupancy counts for portions of the study area. These “required parking count areas” include the Downtown, North Beach, the Pier Bowl Visitor Serving Commercial Overlay, and coastal access parking lots between the Pier Bowl area and North Beach train station. For an online map of required count areas, click this link here. The web map also has additional layers that may be toggled on in the layer list.

Prior Parking Study Areas –
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Prior Parking Study Areas
Downtown and North Beach
Figure 1 – Downtown Area (numbers are block identifiers for counts) 1314

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Figure 2 – North Beach (numbers are block identifiers for counts) 1315

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Links to City Resources
City of San Clemente Resource Links:
• Zoning Code
• Trolley Page
• Live Shuttle Tracker
• 2018 Downtown Parking Study
• 2018 North Beach Parking Study
• Map of Current Paid Parking Locations
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Reference List of Comparable Cities with
Parking Management Plans or Policies
References:

City of Carlsbad:
• https://www.carlsbadca.gov/home/showpublisheddocument/5749/6375642501099 70000
City of Dana Point:
• https://www.danapoint.org/home/showpublisheddocument/27697/6368625639789 00000
City of Laguna Beach:
• https://www.lagunabeachcity.net/government/departments/communitydevelopment/planning/current-projects/parking-master-plan City of Newport Beach – Parking Overlay LCP:
• https://documents.coastal.ca.gov/reports/2020/9/W11a/W11a-9-2020-report.pdf City of Oceanside:
• https://www.ci.oceanside.ca.us/home/showpublisheddocument/5706/63796263911 9270000
City of Del Mar:
• https://www.delmar.ca.us/DocumentCenter/View/1410/2015-Draft-DowntownParking-Management-Plan?bidId= 1317

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GIS Deliverable Standards
GIS data deliverables should be submitted as follows:
1) Use City Projection
• NAD_1983_StatePlane_California_VI_FIPS_0406_Feet
• WKID: 2230 Authority: EPSG
2) Maps
• Provide map packages in an ESRI format so the City has map files, layout files, symbol files, and data in bundles. ArcPro file formats are preferred. • Provide maps if PDF format.
3) Data
• Provide data in a file geodatabase for data edited or created by the Contractor, if any.
• Provide metadata for data edited or created by the Contractor, if any. The metadata should identify the data source and describe fields, domains, and editing completed.
• Do not provide any kml / kmz, dwg / dxf.
4) Post processing files
For maps with post processing, provide files for software used, such as indesign, illustrator, etc., so the City can maintain maps over time. 1318

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Sample Professional Services Agreement
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[ MODEL - REMOVE THIS TITLE WHEN USED ]

CITY OF SAN CLEMENTE

PROFESSIONAL CONSULTANT SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement is made and entered into this _____ day of ________, 20___, by and between the City of San Clemente, a municipal corporation, organized under the laws of the State of California, with its principal place of business at 910 Calle Negocio , San Clemente, California, 92673 ("City") and [INSERT NAME OF COMPANY], a [INSERT TYPE OF BUSINESS; I.E.,

CORPORATION (INCLUDE STATE OF INCORPORATION), LIMITED LIABILITY COMPANY, SOLE PROPRIETORSHIP, ETC.], with its principal place of business at [INSERT ADDRESS] ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. RECITALS.

2.1 Consultant.

Consultant desires to perform and assume responsibility for the provision of certain professional [INSERT TYPE] consulting services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing professional [INSERT TYPE] consulting services to public clients, is licensed in the State of California, if applicable, and is familiar with the plans of City.

2.2 Project.

City desires to engage Consultant to render such professional [INSERT TYPE] consulting services for the [INSERT NAME OF PROJECT, AND CONTRACT NUMBER, IF APPLICABLE] project ("Project") as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional [INSERT TYPE] consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. [INSERT IF FEDERAL FUNDS WILL BE USED; OTHERWISE ALWAYS DELETE: Additionally, Consultant shall comply with all Federal requirements applicable to the Services as set forth in Exhibit “A-I.”]

3.1.2 Term. The term of this Agreement shall be from [INSERT DATE] to [INSERT DATE], unless earlier terminated as provided herein. [***INSERT THE FOLLOWING

SENTENCE FOR MULTI-YEAR, AUTOMATIC RENEWAL NOT TO EXCEED THREE CONSECUTIVE YEARS; OTHERWISE, ALWAYS DELETE: The City shall have the unilateral 1320
2 55452.01100\31193624.5
option, at its sole discretion, to renew this Agreement automatically for no more than [INSERT NUMBER] additional one-year terms.***] Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.

3.2 Responsibilities of Consultant.

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

3.2.6 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: [INSERT NAME AND TITLE].

3.2.7 City's Representative. The City hereby designates [INSERT NAME AND TITLE], or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the Scope of Work or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City's behalf and to execute all necessary documents which enlarge the Scope of Work or change the Consultant's total compensation subject to the provisions contained in Section 3.3 of this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee.

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

3.2.10 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. 1322
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As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub-consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.

3.3 Fees and Payments.

3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "D" attached hereto and incorporated herein by reference. The total compensation shall not exceed [INSERT AMOUNT WRITTEN OUT] ($[INSERT NUMBER]) without written approval of the City Council or City Manager as applicable. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

3.3.2 Payment of Compensation. Consultant shall submit to City a monthly invoice which indicates work completed and hours of Services rendered by Consultant. The invoice shall describe the amount of Services provided since the initial commencement date, or 1323
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since the start of the subsequent billing periods, as appropriate, through the date of the invoice.

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

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

3.3.6 Labor Code Requirements.

3.4 Accounting Records.

3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such 1324
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records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement.

3.5 General Provisions.

3.5.1 Termination of Agreement.

Consultant: [INSERT BUSINESS NAME]
[INSERT STREET ADDRESS]
[INSERT CITY STATE ZIP]
ATTN: [INSERT NAME AND TITLE]
City: City of San Clemente
910 Calle Negocio
San Clemente, CA 92673
ATTN: [INSERT NAME AND TITLE]
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.5.3 Ownership of Materials and Confidentiality.

3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, 1325
7 55452.01100\31193624.5
specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data.

3.5.6 Indemnification.

3.5.6.1 To the fullest extent permitted by law, Consultant shall defend 1326
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(with counsel of City’s choosing), indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant's Services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses. Consultant’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.

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

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

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

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

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

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

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

3.6 Subcontracting.

3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the respective dates set forth opposite of their signatures.

CITY OF SAN CLEMENTE
By:________________________________
Andy Hall, City Manager
ATTEST: Dated: __________________, 20____
____________________________
CITY CLERK of the City of
San Clemente, California
APPROVED AS TO FORM:
_____________________________
Elizabeth A. Mitchell, City Attorney

APPROVED AS TO AVAILABILITY
OF FUNDING:
_____________________________
Finance Authorization

__________________________
(“CONSULTANT”)
By:_____________________________
(Name, Title)
Dated: __________________, 20____
By:_____________________________
(Name, Title)
Dated: __________________, 20____
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EXHIBIT "A"

SCOPE OF SERVICES
Consultant shall perform the following services for the City (collectively, the “Services”):
[COPY, PASTE AND EDIT AS NECESSARY FROM THE RFP OR PROPOSAL] (Proposal can be attached in addition to the above if they are technical specs or similar) 1331
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EXHIBIT "A-I"

FEDERALLY REQUIRED PROVISIONS FOR SERVICES
[INSERT FEDERALLY REQUIRED PROVISIONS TRIGGERED BY RECEIPT OF FEDERAL FUNDS FOR THE SERVICES; OTHERWISE
ALWAYS DELETE ENTIRE EXHIBIT “A-I”]
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EXHIBIT "B"

SCHEDULE OF SERVICES
Consultant shall diligently perform the services to the City’s satisfaction and as set forth in the attached proposal from [INSERT NAME OF COMPANY] dated [INSERT DATE OF PROPOSAL], which is incorporated fully herein by this reference.

Alternative Language: [Consultant shall diligently perform the services to the City’s satisfaction according to the timeframe requested by the City.] 1333
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EXHIBIT “C”

INSURANCE REQUIREMENTS

3.2.12 Insurance. [CITY RISK MANAGER TO REVIEW PRIOR TO EACH USE]

If Consultant does not own any company vehicles or may not be able to purchase a Business Automobile Insurance Policy, the requirement may be satisfied by providing either of the following: (1) a Personal Automobile Liability policy for the Consultant's own vehicle stipulating "Automobile Liability Insurance with a limit of not less than $1,000,000 each accident"; and (2) a non-owned auto endorsement to the Commercial General Liability policy if Consultant uses vehicles of others (e.g., vehicles of employees). ALWAYS DELETE THIS SECTION IF NOT USED***]
(C) Workers' Compensation: Workers' Compensation
Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease. (D) Professional Liability (Errors & Omissions): Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant’s profession with limits of not less than $1,000,000 per claim. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial 1334
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Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least three (3) years from termination or expiration of this Agreement. (E) Cyber Liability Insurance with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Contractor in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses.

3.2.12.5 Workers' Compensation:
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(A) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.

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

3.2.12.12 Enforcement of Agreement Provisions (non estoppel).

COMPENSATION
In full compensation for the Services rendered by the Consultant under the Agreement, the City shall pay the Consultant for actual work performed at the following hourly rates:
[INSERT RATE TABLE]
Maximum compensation under this Agreement shall not exceed $XX,XXX. There are no reimbursable expenses under this Agreement.

OR
In full compensation for the Services rendered by the Consultant under the Agreement, the City shall pay the Consultant the following lump sum, fixed price:
[INSERT INFORMATION ON LUMP SUM/TASK LIST ITEMS]
There are no reimbursable expenses under this Agreement. 1338
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WORKER’S COMPENSATION INSURANCE CERTIFICATION

WORKERS' COMPENSATION DECLARATION
I hereby affirm under penalty of perjury one of the following declarations:
(ONE OF THE BOXES BELOW MUST BE CHECKED)
I have and will maintain a certificate of consent from the California Labor Commission to self-insure for workers' compensation, as provided for by Section 3700 of the Labor Code, for the performance of the work to be performed under this contract.

Carrier____________________________________________________ Policy Number______________________________________________ I certify that, in the performance of the work under this Agreement, I shall not employ any person in any manner so as to become subject to the workers' compensation laws of California, and I hereby agree to indemnify, defend, and hold harmless the City of San Clemente and all of its officials, employees, and agents from and against any and all claims, liabilities, and losses relating to personal injury or death, economic losses, and property damage arising out of my failure to provide such worker’s compensation insurance. I further agree that, if I should become subject to the workers' compensation provisions of Section 3700 of the Labor Code, I shall forthwith comply with those provisions.

WARNING: FAILURE TO SECURE WORKERS’ COMPENSATION

COVERAGE IS UNLAWFUL, AND SHALL SUBJECT AN EMPLOYER TO

CRIMINAL PENALTIES AND CIVIL FINES UP TO ONE HUNDRED THOUSAND DOLLARS ($100,000), IN ADDITION TO THE COST OF COMPENSATION, DAMAGES AS PROVIDED FOR IN SECTION 3706 OF THE LABOR CODE, INTEREST, AND ATTORNEY’S FEES.
1339
55452.01100\31193624.5
Dated: ________________________, 20____
________________________________
(“CONSULTANT”)
By: ________________________________
________________________________
Title
________________________________
Address
________________________________
1340
910 Calle Negocio
2nd Floor
San Clemente, California
www.san-clemente.org

AGENDA REPORT

CITY OF SAN CLEMENTE

CITY COUNCIL MEETING
CITY OF SAN CLEMENTE 1
Meeting Date: November 19, 2024 Agenda Item: 11K.

Submitted By: Public Works
Prepared By: Belgin Cuhadaroglu, Senior Civil Engineer
Subject:
..titl e

CONSIDERATION OF A RESOLUTION AWARDING A PROFESSIONAL CONSULTANT

SERVICES AGREEMENT TO SWCA ENVIRONMENTAL CONSULTANTS FOR THE

BIOLOGICAL MONITORING AND INSPECTION SERVICES FOR THE AVENIDA MONTALVO CANYON AND TRAIL IMPROVEMENTS HABITAT RESTORATION, CIP PROJECT NO. 16004, IN THE AMOUNT NOT TO EXCEED $89,828, APPROVING A SUPPLEMENTAL APPROPRIATION IN THE AMOUNT OF $30,000 FROM THE LOCAL DRAINAGE FACILITIES FUND INTO ACCOUNT NO. 033-832-45300-000-16004, AND AUTHORIZING THE CITY MANAGER ..body TO EXECUTE THE PROFESSIONAL CONSULTANT SERVICES AGREEMENT Fiscal Impact:

The proposed biological monitoring and inspection services cost of $89,828 for the Avenida Montalvo Canyon and Trail Improvements Habitat Restoration project is funded from the Local Drainage Facilities Fund, Account No. 033-832-45300-000-16004, which has a current account balance of $60,890. To provide funding for the Habitat Restoration monitoring and inspection services, staff is recommending a supplemental appropriation in the amount of $30,000 from the Local Drainage Facilities Fund into Account No. 033-832-45300-000-16004.

Summary:

The Habitat Restoration project is required to comply with the regulatory agencies’ (i.e., Regional Water Quality Control Board (RWQCB) and California Coastal Commission) mitigation requirements for the recently completed Avenida
Montalvo Canyon and Trail Improvements. Biological
monitoring and inspection by a qualified
arborist/biologist/restoration ecologist is required for five years before the restoration is accepted by the regulatory agencies.

Before the City Council is the adoption of Resolution No. 24-183 (Attachment 1) approving a Professional
Consultant Services Agreement with SWCA
Environmental Consultants in an amount not to exceed
$89,828 (Attachment 2) for biological monitoring and
inspection services during construction, planting and
vegetation establishment for the Avenida Montalvo
Canyon and Trail Improvements Habitat Restoration.
1341
Meeting Date: November 19, 2024 Agenda Item: 11K.

CITY OF SAN CLEMENTE 2
Background:

The Montalvo Canyon outlet near the ocean and
the nearby trail had experienced some erosion
issues and needed improvements to prevent
further erosion of the bluff. Prior to installation of
the gabion baskets as a mitigation measure,
environmental permits had to be secured from
the Army Corps of Engineers, RWQCB and the
California Coastal Commission CCC,
demonstrating that the proposed project has the
least environmental impact. As part of the
Coastal Development Permit (CDP) and
RWQCB approval conditions, the City is
required to perform and maintain, for five years,

0.13 acres of habitat restorations in the vicinity
of the project per a Habitat Management Plan,
upon completion of the Avenida Montalvo
Canyon and Trail Improvement. On October 15,
2024, City Council awarded a construction
contract to Habitat Restoration Science, Inc. for
the Avenida Montalvo Canyon and Trail
Improvements Habitat Restoration to perform
habitat restoration activities (i.e., weeding,
supplemental seeding, supplemental watering, and herbivore control) (Attachment 3).

The above habitat restoration requires biological monitoring and inspection services by qualified arborist/biologist/restoration ecologist for five years before the restoration is accepted by the California Coastal Commission and Regional Water Quality Control Board (RWQCB).

Staff prepared a Request for Proposals (Attachment 4) for the biological monitoring and inspection services needed for the project, attempted to determine whether any local contractors were available for the project, and advertised it on the PlanetBids website. Proposals were received from four firms, SWCA Environmental Consultants, Dudek, UltraSystems and BlackHawk environmental. The proposals ranged from $50,280 to $545,020. 1342
Meeting Date: November 19, 2024 Agenda Item: 11K.

CITY OF SAN CLEMENTE 3
Upon reviewing the written proposals by Maintenance and Engineering staff, it was concluded that SWCA Environmental Consultants submitted the best proposal, project team, and demonstrated the most relevant experience. SWCA’s fee proposal is $89,828, which is fair and reasonable.

Council Options:
 Adopt Resolution No. 24-183 (Attachment 1), approve and authorize the City Manager to execute the Professional Services Agreement with SWCA Environmental Consultants, Inc., in an amount not to exceed $89,828.
 Modify and adopt Resolution No. 24-183.
 Deny the adoption of Resolution No. 24-183 to authorize execution of the Professional Services Agreement with SWCA Environmental Consultants, and provide direction to staff.  Continue the item with direction to staff to provide additional information Environmental Review/Analysis:

This project was previously determined to be exempt from the California Environmental Quality Act (CEQA) as it pertains to a replacement of an existing storm drain line under Class 2 of the state CEQA Guidelines, Section 15302 - Replacement or Reconstruction.

Recommended Actions:
..recommendation
Staff recommends that the City Council adopt Resolution No. 24-183, which will:

1. Approve a supplemental appropriation in the amount of $30,000 from the Local Drainage Facilities Fund into Account No. 033-832-45300-000-16004;

2. Award a Professional Services Agreement to SWCA Environmental Consultants for monitoring and inspection services for the Avenida Montalvo Canyon and Trail Improvements Habitat Restoration, CIP Project No. 16004; and

3. Authorize the City Manager to execute a Professional Services Agreement with SWCA Environmental Consultants in an amount not to exceed $89,828. ..end
Attachment:

1. Resolution 24-183

2. Professional Consultant Services Agreement with SWCA Environmental Consultants

3. Staff Report dated October 15, 2024 (without attachments)

4. Request for Proposals
Notification:

All proposers
1343
Attachment 1
4882-9904-3949 v1
RESOLUTION NO. 24-183

A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF SAN CLEMENTE, CALIFORNIA, AWARDING A

PROFESSIONAL CONSULTANT SERVICES

AGREEMENT TO SWCA ENVIRONMENTAL

CONSULTANTS FOR THE BIOLOGICAL

MONITORING AND INSPECTION SERVICES FOR

THE AVENIDA MONTALVO CANYON AND TRAIL

IMPROVEMENTS HABITAT RESTORATION, CIP
PROJECT NO. 16004, IN THE AMOUNT OF NOT TO
EXCEED $89,828, APPROVING A SUPPLEMENTAL
APPROPRIATION IN THE AMOUNT OF $30,000 FROM

THE LOCAL DRAINAGE FACILITIES FUND INTO
ACCOUNT NO. 033-832-45300-000-16004, AND

AUTHORIZING THE CITY MANAGER TO EXECUTE

THE AGREEMENT
WHEREAS, the outlet near the ocean and the trail near Avenida Montalvo Canyon had experienced some erosion issues and needed improvements to prevent further erosion of the bluff; and
WHEREAS, on November 9, 2023, the City installed gabion baskets that provide the least environmental impact for erosion control; and WHEREAS, the Coastal Development Permit and Reginal Water Quality Control Board permit for the project require that the City perform and maintain (for five years) 0.13 acres of habitat restorations in the vicinity of the project per a Habitat Management Plan; and
WHEREAS, on October 15, 2024, the City Council awarded the Avenida Montalvo Canyon and Trail Improvements Habitat Restoration, CIP 22001 & 16004, construction contract to Habitat Restoration Science, Inc. as the lowest responsible and responsive bidder; and
WHEREAS, the project requires biological monitoring and inspection by a qualified arborist/biologist/restoration ecologist for five years before the restoration is accepted by the California Coastal Commission and RWQCB; and WHEREAS, staff prepared and advertised a Request for Proposals for the biological monitoring and inspection services needed for the project and proposals were received from four firms, SWCA Environmental Consultants, Dudek, UltraSystems and BlackHawk environmental; and
1344
Resolution No. 24-183 Page 2
4882-9904-3949 v1
WHEREAS, the fee proposals ranged from $50,280 to $545,020; and WHEREAS, upon reviewing the written proposals, it was concluded that SWCA Environmental Consultants submitted the best proposal, project team, and demonstrated the most relevant experience and its fee is fair and reasonable; and WHEREAS, SWCA Environmental Consultants fee proposal is $89,828.

NOW, THEREFORE, the City Council of the City of San Clemente does hereby find, determine and resolve as follows:

SECTION 1. That the above recitations are true and correct and incorporated fully herein.

SECTION 2. That a supplemental appropriation in the amount of $30,000 to account #033-832-45300-000-16004 from the Local Drainage Facilities Fund is hereby approved.

SECTION 3. That a Professional Consultant Services Agreement is hereby awarded to SWCA Environmental Consultants for the biological monitoring and inspection services for the Avenida Montalvo Canyon and Trail Improvements Habitat Restoration, Project No.16004.

SECTION 4. That the City Manager is authorized and directed to execute a Professional Services Agreement with SWCA Environmental Consultants for the Avenida Montalvo Canyon and Trail Improvements Habitat Restoration, Project No. 16004 in an amount not to exceed $89,828 and in a form substantially similar to that presented to the City Council on November 19, 2024.

SECTION 5. That the City Clerk shall certify to the passage and adoption of this resolution and enter it into the book of original resolutions.

PASSED AND ADOPTED this _____ day of ____________________, 2024.

ATTEST:
___________________________ __________________________
City Clerk of the City of Mayor of the City of San
San Clemente, California Clemente, California
1345
Resolution No. 24-183 Page 3
4882-9904-3949 v1

STATE OF CALIFORNIA )
COUNTY OF ORANGE ) §

CITY OF SAN CLEMENTE )
I, LAURA CAMPAGNOLO, City Clerk of the City of San Clemente, California, do hereby certify that Resolution No. 24-183 was adopted at a regular meeting of the City Council of the City of San Clemente held on the _______ day of _______________________, _________, by the following vote:

AYES:

NOES:

ABSENT:

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of San Clemente, California, this _____ day of _________________, ________.
__________________________
CITY CLERK of the City of
San Clemente, California
Approved as to form:
___________________________
Elizabeth A. Mitchell, City Attorney
1346
Attachment 2
1 55452.01100\31193624.5

CITY OF SAN CLEMENTE

PROFESSIONAL CONSULTANT SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement is made and entered into this _____ day of ________, 2024, by and between the City of San Clemente, a municipal corporation, organized under the laws of the State of California, with its principal place of business at 910 Calle Negocio , San Clemente, California, 92673 ("City") and SWCA Environmental Consultants, a California Corporation, with its principal place of business at 3838 Camino Del Rio North, Suite 220, San Diego, CA, 92108 ("Consultant").

City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. RECITALS.

2.1 Consultant.

Consultant desires to perform and assume responsibility for the provision of certain professional environmental engineering / mitigation restoration services to provide biological monitoring and inspection required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing biological monitoring and inspection, and related professional consulting services to public clients, is licensed in the State of California, if applicable, and is familiar with the plans of City.

2.2 Project.

City desires to engage Consultant to render such professional environmental engineering/ mitigation restoration consulting services to provide biological monitoring and inspection, for the Avenida Montalvo Canyon and Trail Improvements Habitat Restoration, Project No. 26001 ("Project") as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

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

3.1.2 Term. The term of this Agreement shall be from November 15, 2024 to February 15, 2030 or until the work is completed to the City’s satisfaction. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.
1347
Attachment 2
2 55452.01100\31193624.5

3.2 Responsibilities of Consultant.

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

3.2.7 City's Representative. The City hereby designates David Rebensdorf, or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the Scope of Work or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City's behalf and to execute all necessary documents which enlarge the Scope of Work or change the Consultant's total compensation subject to the provisions contained in Section 3.3 of this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee.

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

As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub-consultants who 1349
Attachment 2
4 55452.01100\31193624.5
is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.

3.3 Fees and Payments.

3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "D" attached hereto and incorporated herein by reference. The total compensation shall not exceed Eighty Nine Thousand Eight Hundred Twenty Eight Dollars ($89,828) without written approval of the City Council or City Manager as applicable. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

City shall, within 30 days of receiving such invoice, review the invoice and pay all non-disputed and approved charges thereon. If the City disputes any of Consultant's fees, the City shall give 1350
Attachment 2
5 55452.01100\31193624.5
written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth therein.

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

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

3.3.6 Labor Code Requirements.

3.4 Accounting Records.

3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, 1351
Attachment 2
6 55452.01100\31193624.5
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement.

3.5 General Provisions.

3.5.1 Termination of Agreement.

Consultant: SWCA Environmental Consultants
3838 Camino Del Rio North, Suite 220
San Diego, CA 92108
ATTN: Robert MacAller, Senior Natural Resources Director City: City of San Clemente
910 Calle Negocio
San Clemente, CA 92673
ATTN: Laura Campagnolo, City Clerk and Director of
Public Works / City Engineer
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.5.3 Ownership of Materials and Confidentiality.

3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data 1352
Attachment 2
7 55452.01100\31193624.5
magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data.

3.5.6 Indemnification.

3.5.6.1 To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes 1353
Attachment 2
8 55452.01100\31193624.5
of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant's Services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses. Consultant’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.

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

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

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

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

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

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

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

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

3.6 Subcontracting.

3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of 1355
Attachment 2
10 55452.01100\31193624.5
the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the respective dates set forth opposite of their signatures.

CITY OF SAN CLEMENTE
By:___________________________
Andy Hall, City Manager
ATTEST:
______________________________ Dated: ____________________, 2024 CITY CLERK of the City of
San Clemente, California
APPROVED AS TO FORM:
____________________________
Elizabeth A. Mitchell, City Attorney

APPROVED AS TO AVAILABILITY
OF FUNDING:
________________________________
Finance Authorization

SWCA Environmental Consultants,
a California Corporation
(“CONSULTANT”)
By:____________________________
Robert MacAller, Senior Natural Resources
Director
Dated: __________________, 2024
1356
Attachment 2
11 55452.01100\31193624.5
EXHIBIT "A"

SCOPE OF SERVICES
Consultant shall perform the following services for the City (collectively, the “Services”):

Support the City during the construction phase of the Project, including but not limited to:

TASK 1: INSPECTION
SWCA restoration staff will perform site inspection to monitor restoration site progress and ensure tasks implemented by the Restoration Contractor are in accordance with the Habitat Management Plan (HMP)
 At the completion of grading to ensure relief contour is adequate for plant installation and that there are no erosion issues.
 During container plant and cutting installation to assist on the placement of native plant species.
 Prior to planting to verify that planting holes are augured adequately.  During Planting of container plants and cuttings to verify adequate methodology and appropriate irrigation.
 Following container plant and cutting installation to assess plant establishment, plant survivorship, and site protection.
 During broadcast seeding to assist on seed installation and verify adequate methodology is performed.
 Monthly during the 120-day PEP to assess general site conditions that threaten the success of native plant establishment.

TASK 2: PERFORMANCE MONITORING

2.1 Qualitative Monitoring
SWCA restoration staff will perform qualitative site monitoring to assess the condition of the restoration site, identify any issues that may jeopardize the success of the project, and help determine the progress of the restoration site towards meeting performance standards.

2.2 Quantitative Monitoring
SWCA restoration staff will conduct qualitative site monitoring annually to assess the restoration site’s progress towards meeting performance standards.

TASK 3: REPORTING
The Lead Ecologist will prepare an As-Built report documenting the installation phase of the restoration site and to what degree the project was consistent with the Habitat Management Report.
 A Summary of all site maintenance activities that occurred the previous year  A Compilation of notes and findings from quarterly qualitative monitoring visits  Results from the annual vegetation transect surveys
 PPS photographs
 A discussion of the site’s progress toward meeting performance standards  Site maintenance recommendations and corrective actions to achieve performance standards
1357
Attachment 2
12 55452.01100\31193624.5
TASK 4: MEETING AND COORDINATION
This task includes regular monthly meetings with the City and coordination with the Restoration Contractor throughout the 5-year maintenance and monitoring period.  Monthly meetings with the City will be no more than 2 hours.  Monthly meetings with the City will be primarily held remotely 1358
Attachment 2
1 55452.01100\31193624.5
EXHIBIT "B"

SCHEDULE OF SERVICES
Consultant shall perform the services diligently and according to the timetable requested by the City.
1359
55452.01100\31193624.5
EXHIBIT “C”

INSURANCE REQUIREMENTS

3.2.12 Insurance.

3.2.12.3 Insurance Endorsements. Required insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
1360
Attachment 2
55452.01100\31193624.5
(A) Commercial General Liability:
(1) Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement.

3.2.12.12 Enforcement of Agreement Provisions (non estoppel).

3.2.12.14 Insurance for Subconsultants. Consultant shall include all subconsultants engaged in any work for Consultant relating to this Agreement as additional insureds under the Consultant's policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant's policies. All policies of Commercial General Liability insurance provided by Consultant’s subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and 1362
Attachment 2
55452.01100\31193624.5
volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Consultant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant’s compliance with all insurance requirements under this Agreement, to the extent applicable. The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City.
1363
Attachment 2
55452.01100\31193624.5
EXHIBIT “D”

COMPENSATION
In full compensation for the Services performed by Consultant under this Agreement, the City shall pay the Consultant on a time and materials basis for actual worked performed at the hourly rates listed below and shall not exceed the following budget for the tasks identified:

HOURLY RATE
Project Manager/ Lead Ecologist $179.55
Restoration Ecologist $116.85
Field Biologist $116.85
GIS Specialist $116.85
Project Support Staff $104
Expenses
Total compensation under this Agreement shall not exceed $89,828, including any reimbursable expenses approved in writing in advance.
1364
Attachment 2
55452.01100\31193624.5
WORKER’S COMPENSATION INSURANCE CERTIFICATION

WARNING: FAILURE TO SECURE WORKERS’ COMPENSATION

COVERAGE IS UNLAWFUL, AND SHALL SUBJECT AN EMPLOYER TO

CRIMINAL PENALTIES AND CIVIL FINES UP TO ONE HUNDRED THOUSAND DOLLARS ($100,000), IN ADDITION TO THE COST OF COMPENSATION, DAMAGES AS PROVIDED FOR IN SECTION 3706 OF THE LABOR CODE, INTEREST, AND ATTORNEY’S FEES.
1365
Attachment 2
55452.01100\31193624.5
Dated: ________________________, 20____
________________________________
Consultant
By: ________________________________
________________________________
Title
________________________________
Address
________________________________
1366
910 Calle Negocio
2nd Floor
San Clemente, California
www.san-clemente.org

AGENDA REPORT

CITY OF SAN CLEMENTE

CITY COUNCIL MEETING

CITY OF SAN CLEMENTE
Meeting Date: October 15, 2024 Agenda Item: 11F
Department: Public Works
Prepared By: Belgin Cuhadaroglu, Senior Civil Engineer
Subject:
..titl e

CONSIDERATION OF A RESOLUTION AWARDING A CONSTRUCTION CONTRACT TO HABITAT RESTORATION SCIENCE, INC. FOR THE AVENIDA MONTALVO CANYON AND TRAIL IMPROVEMENTS HABITAT RESTORATION, CIP PROJECT NOS. 22001 & 16004;

AUTHORIZING THE CITY MANAGER TO EXECUTE THE CONSTRUCTION CONTRACT IN AN AMOUNT NOT TO EXCEED $223,299; AND FINDING THE PROJECT CATEGORICALLY EXEMPT ..body FROM THE CALIFORNIA ENVIRONMENTAL QUALITY ACT Fiscal Impact:

The estimated construction cost of $266,794 is within the available approved project budget of $265,669 from the Local Drainage Facilities Fund, Account No. 033-832-45300-000-16004 and $50,854 from Account No. 059-553-43420-000-22001.

Summary:

This project is to satisfy and comply
with the regulatory (i.e., Regional
Water Quality Control Board and
California Coastal Commission)
mitigation requirements for the
recently completed Avenida Montalvo
Canyon and Trail Improvements.

Before the City Council is the award of
a construction contract to Habitat
Restoration Science, Inc. for habitat
restoration and maintenance for a fiveyear period, in an amount not to exceed $223,299, plus a 15% project
contingency, for the Avenida Montalvo
Canyon and Trail Improvement Habitat
Restoration.
1 Attachment 3
1367
Meeting Date: October 15, 2024 Agenda Item: 11F

CITY OF SAN CLEMENTE
Background:

The Montalvo Canyon outlet drains an area of
approximately 360 acres of a watershed in the
southwest portion of the City, as shown on the location map. The outlet near the ocean and the nearby trail
had experienced some erosion issues and needed
improvements to prevent further erosion of the bluff.

Prior to installation of the gabion baskets as a
mitigation measure for further erosion, environmental
permits had to be secured from the Army Corps of
Engineers, Regional Water Control Board (RWQCB)
and the California Coastal Commission (CCC),
demonstrating that the proposed project has the least
environmental impact. As part of the Coastal
Development Permit (CDP) and RWQCB approval
conditions, the City is required to perform and maintain, for five years, 0.13 acres of habitat restorations in the vicinity of the project per a Habitat Management Plan,
upon completion of the Avenida Montalvo Canyon and Trail Improvement. The habitat restoration generally consists of planting native plants and seeding, maintaining vegetation for five years, installation of temporary irrigation and removal of non-native plants.

Staff prepared a bid package, notified local contractors, and advertised the project for competitive bidding on the PlanetBids website and in the SC Times. On October 3, 2024, the City received two bids, with Base Bids ranging from $223,299 to $427,400, as shown on the table below.

Vendor Name City Bid
Habitat Restoration Sciences Vista $223,299
Diamond Construction & Design San Clemente $427,400
2 MONTALVO
CANYON

WATERSHED

PROJECT

LOCATION
C.ity or s,w CJem,u,t-, t----;-;-"L°'O'c:C"'c'A'-T'-'l':0':-N'..!..._M=A~P,:::__ __ ---1 M ontalvo canyon and Ul O c.n. :'<1 1!.CDd.o, Snlta J.00 s...... a..._: .. u . u ~em T• l (9,iD) :Mi:L-IH OO
P.a: (ii-10) :161- ll:lU1
Trail Improvements
PN 16004
1368
Meeting Date: October 15, 2024 Agenda Item: 11F

CITY OF SAN CLEMENTE
Based on the lowest bid, the total estimated project construction cost is summarized below:

Project Management and Administration $ 10,000
Construction Contract 223,299
Contingency (15%) 33,495
Total Estimated Construction Costs $266,794
As required by City policy and state law, the Contractor will be required to provide performance and payment bonds simultaneously with execution of the construction contract (Attachment 3).

Project plans and specifications are on file in the City Clerk's Office.

To monitor and inspect the habitat restoration performance, per the project Plans and Specifications requirements by Habitat Restoration Sciences, Inc., a qualified arborist/biologist must monitor and inspect the habitat restoration for five years, before the restoration is accepted by the California Coastal Commission and RWQCB. Staff is currently doing a public advertisement to receive proposals for this work. Upon receipt of proposals and evaluation, staff will return to the City Council for approval of a Professional Consultant Services Agreement for the project’s monitoring and inspection of the habitat restoration.

Council Options:
 Adopt Resolution No. 24-161 (Attachment 1), awarding the Avenida Montalvo Canyon and Trail Improvement Habitat Restoration to Habitat Restoration Science, Inc.; authorizing the City Manager to execute a construction contract in an amount not to exceed $223,299; approving a 15% project contingency of $33,495; and finding the project categorically exempt from CEQA under Class 2 (Replacement or Reconstruction, 14 CCR section 15302) of the State CEQA Guidelines.
 Modify and adopt Resolution 24-161.
 Continue the item and direct staff to provide additional information.  Do not adopt Resolution No. 24-161 and determine an alternative way to meet regulatory requirements.

Environmental Review/Analysis:

This project is categorically exempt from the California Environmental Quality Act (CEQA) as it pertains to a replacement of an existing storm drain line under Class 2 of the state CEQA Guidelines, Section 15302 - Replacement or Reconstruction. A notice of exemption will be filed for this project.

Recommended Actions:
..recommendation
Staff recommends that the City Council adopt Resolution No. 24-161, which will:
..recommendation

1. Award a contract to Habitat Restoration Science, Inc., as the lowest responsible and responsive bidder, for the Avenida Montalvo Canyon and Trail Improvement Habitat Restoration, CIP Project Nos. 22001 & 16004;
13693
Meeting Date: October 15, 2024 Agenda Item: 11F

CITY OF SAN CLEMENTE

2. Authorize the City Manager to execute a contract with Habitat Restoration Science, Inc. in an amount not to exceed $223,299 in a form substantially similar to Contract No. 24-60 (Attachment 2) for the Avenida Montalvo Canyon and Trail Improvement Habitat Restoration, CIP Project Nos. 22001 & 16004;

3. Approve a 15% construction contingency of $33,495 for this Project; and

4. Find the Avenida Montalvo Canyon and Trail Improvement Habitat Restoration, CIP Project Nos. 22001 & 16004, categorically exempt from the CEQA under Class 2 (Replacement or Reconstruction, 14 CCR section 15302) of the State CEQA Guidelines. ..end
Attachment:

1. Resolution 24-161

2. Draft Habitat Restoration Science, Inc. Contract (without attachments) Notification:

All bidders.
13704

CITY OF SAN CLEMENTE

REQUEST FOR QUALIFICATION

BIOLOGICAL MONITORING AND RELATED

PROFESSIONAL SERVICES CONTRACT
FOR

AVENIDA MONTALVO CANYON AND TRAIL

IMPROVEMENTS HABITAT RESTORATION,
PROJECT NOS. 22001 &16004
OCTOBER 2024
City of San Clemente
Public Works Department
910 Calle Negocio, Suite 100
San Clemente, CA 92673
Attachment 4
1371

CITY OF SAN CLEMENTE

REQUEST FOR QUALIFICATION
OCTOBER 14, 2024
Prospective Contractors:

The City of San Clemente (City) is soliciting proposals from Professional Services Contractors (Consultants) to provide “Biological Monitoring” and Related Professional Services per Habitat Mitigation Plan (Attachments) for the Avenida Montalvo Canyon and Trail Improvements Habitat Restoration, Project No. 26001, as described in detail in the attached Request for Qualifications (RFQ).

City Point of Contact:

The sole source of contact regarding this RFQ is Belgin Cuhadaroglu at (949) 361- 6128. Individuals or firms interested in submitting a proposal are asked not to contact other members of the City of San Clemente staff or Councilmembers in connection with the RFQ prior to the announcement of the consultant selected.

Proposals and all written inquires related to this RFQ are to be submitted confidentially to Belgin Cuhadaroglu at the following address:

Public Works Department
City of San Clemente
910 Calle Negocio, Suite 100
San Clemente, CA 92673
Confidential

Proposal Closing Date: 2:00 p.m. on October 30, 2024
Three (3) of each Contractor’s proposal must be received by the City no later than 2:00 p.m. on October 30, 2024. All proposals must be delivered to the above address. Proposals will not be accepted if received after the closing date.

Sincerely,
Belgin Cuhadaroglu, P.E.

Senior Civil Engineer
1372

CITY OF SAN CLEMENTE

REQUEST FOR QUALIFICATION

BIOLOGICAL MONITORING AND RELATED PROFESSIONAL SERVICES

CONTRACT
FOR

THE AVENIDA MONTALVO CANYON AND TRAIL IMPROVEMENTS

HABITAT RESTORATION,
PROJECT NOS.22001 & 16004
A. INTRODUCTION
The City of San Clemente (City) is seeking proposals from qualified Consultants to monitor the mitigation area according to the guidelines set forth in Habitat Mitigation Plan (HMP) and prepare annual reports documenting the progress of the restoration area.

B. BACKGROUND
The Montalvo Canyon outlet drains an area of approximately 360 acres of a watershed in the southwest portion of the City, as shown on the location map. The outlet near the ocean and the nearby trail had experienced some erosion issues and needed improvements to prevent further erosion of the bluff. Prior to installation of the gabion baskets as a mitigation measure for further erosion, environmental permits had to be secured from the Army Corps of Engineers, Regional Water Control Board (RWQCB) and the California Coastal Commission (CCC), demonstrating that the proposed project has the least environmental impact. As part of the Coastal Development Permit (CDP) and RWQCB approval conditions, the City is required to perform and maintain, for five years, 0.13 acres of habitat restorations in the vicinity of the project per a Habitat Management Plan, upon completion of the Avenida Montalvo Canyon and Trail Improvement.

The habitat restoration generally consists of planting native plants and seeding, maintaining vegetation for five years, installation of temporary irrigation and removal of non-native plants.
1373

RFQ - INSTRUCTIONS AND CONDITIONS
The Restoration Contractor will be responsible for conducting all maintenance activities (i.e., weeding, supplemental seeding, supplemental watering, and herbivore control) at the direction of environmental consulting firm as Restoration Ecologist. A qualified arborist/biologist/restoration ecologist must monitor and inspect the habitat restoration for five years, before the restoration is accepted by the California Coastal Commission and RWQCB.

The project is anticipated to start by the end of November 2024. The restoration will take approximately 5 years following seeding and planting to achieve the performance standards.

C. PROJECT OBJECTIVES
Provide “Biological Monitoring” for the Avenida Montalvo Canyon and Trail Improvements Habitat Restoration, Project No. 26001 per Habitat Mitigation Plan.

D. SCOPE OF WORK
The Restoration Ecologist shall be responsible for monitoring the mitigation area according to the guidelines set forth in Habitat Mitigation Plan (HMP).

The Restoration Ecologist shall be familiar with all aspects of habitat restoration and native revegetation. The duties of the Restoration Ecologist shall include overseeing all aspects of work performed by the Restoration Contractor. In addition, the Restoration Ecologist shall have the responsibility of documenting and reporting the progress of the developing native plant communities to the City, the California Department of Fish and Wildlife (CDFW), United States Army Corps of Engineers (Corps), and the California Coastal Commission (CCC) as well as making recommendations 1374

RFQ - INSTRUCTIONS AND CONDITIONS
for achieving the performance standards. If necessary, the Restoration Ecologist may also prescribe remedial measures.

The scope of work items required for the Biological Monitoring and Related Professional Services:
• Inspection
Inspection by the Restoration Ecologist shall be required for each phase of work listed below. In addition, the Restoration Ecologist shall inspect the site more frequently, if necessary, to ensure that the site is continuously in compliance with these specifications. Inspections shall be required for the following phases of work:
o Following the grading effort
o During marking of container plant/cutting locations
o Following the auguring of container plant/cutting holes (prior to planting)
o During watering-in and planting of container plants/cuttings o Following container plant/cutting installation
o During broadcast seeding
o Monthly throughout the 120-day establishment period
• Performance Monitoring
The Habitat Restoration Plan requires that the site be monitored until the performance standards have been met. The Restoration Ecologist shall perform the 5 years of monitoring immediately following installation as follows:
o Initial inspections during the 120-day establishment period. The Restoration Ecologist will visit the site on a monthly basis to examine the restoration area and evaluate the established success of the seeding and container plants. Quarterly inspections during the 5-year of maintenance
o Quarterly inspections of the sites will be conducted to assess the condition of the restoration areas and to determine maintenance activities, as necessary. However, more frequent site visits may be necessary if any unforeseen problems occur.
o To evaluate the sites relative to the performance standards, the sites will be visited on an annual basis for 5 years following installation or until the performance standards are met, whichever occurs sooner. o Data will be collected on an annual basis in the spring. The assessment consists of collecting data along 25-foot point-intercept 1375

RFQ - INSTRUCTIONS AND CONDITIONS
transects (data collected at 1-foot intervals) within the restoration areas to determine percent cover.
• Prepare Annual Reports
In accordance with the HMP, the Restoration Ecologist will prepare annual reports documenting the progress of the restoration area. As-built report and 5 annual monitoring reports submitted to CCC and Corps. These reports will specifically document the restoration areas progress toward achieving the performance standards. Annual reports will be prepared at the end of the growing season. These reports will evaluate the performance of the container plants and seeding in accordance with the HMP and will contain periodic photographs of the sites, documenting the sites’ progress from established photo points. The reports will also identify any corrective actions necessary to achieve the performance standards. These reports will be submitted in draft form to City for review and in final form incorporating City’s comments, with copies submitted to City, the Restoration Contractor, and the associated resource agencies mentioned above as prescribed in the HMP.
• Meeting and Coordination
o Meeting with city staff once a month during 5-year period.

E. DELIVERABLES
The contractor is responsible for deliverables as defined by each specific project scope of work and agreement.
o Documenting and reporting the progress of the developing native plant communities to the City, the California Department of Fish and Wildlife (CDFW), United States Army Corps of Engineers (Corps), and the California Coastal Commission (CCC) as well as making recommendations for achieving the performance standards. o As-built report and 5 annual monitoring reports submitted to CCC and Army Corps of Engineers.

F. ATTACHMENTS

1. Location Map

2. Habitat Mitigation Plan (HMP)

3. Typical “Professional Consultant Services Agreement”

4. Montalvo Record Drawings-For Information Only
1376

RFQ - INSTRUCTIONS AND CONDITIONS

CITY OF SAN CLEMENTE

REQUEST FOR QUALIFICATION

BIOLOGICAL MONITORING AND RELATED PROFESSIONAL SERVICES

CONTRACT
FOR

THE AVENIDA MONTALVO CANYON AND TRAIL IMPROVEMENTS

HABITAT RESTORATION,
PROJECT NOS.22001 & 16004

INSTRUCTIONS AND CONDITIONS
The following instructions and conditions apply to this RFQ.

A. GENERAL CONDITIONS

1. Pre-Contractual Expenses
Pre-contractual expenses are defined as expenses incurred by the Professional Services Consultants (contractor) in:
• Preparing a proposal in response to this RFQ
• Submitting that proposal to the City of San Clemente
• Negotiating with the City of San Clemente on any matter related to this RFQ, proposal and/or contractual agreement
• Any other expenses incurred by the contractor prior to the date of an executed contract
The City of San Clemente shall not, in any event, be liable for any precontractual expenses incurred by any contractor. In addition, no contractor shall include any such expenses as part of the price proposed to conduct the scope of work for this project.

2. Authority to Withdraw RFQ and/or Not Award Contract
1377

RFQ - INSTRUCTIONS AND CONDITIONS
The City of San Clemente reserves the right to withdraw this RFQ at any time without prior notice. Further, the City makes no representations that any agreement will be awarded to any contractor responding to this RFQ. The City expressly reserves the right to postpone the opening of proposals for its own convenience and to reject any and all proposals in response to this RFQ without indicating any reasons for such rejection(s).

3. Pricing Approach
The City of San Clemente intends to award a fixed price contract for the conduct of this project. In no event shall the City pay an amount in excess of the dollar value negotiated in the contractual agreement with the successful contractor. Please note, the City will not pay for any travel time for the contractor’s staff arriving to the project site.

4. Right to Reject Statement of Qualifications
The City of San Clemente reserves the right to reject any or all proposals submitted. Any award made for this engagement will be made to the contractor which, in the opinion of the City, is best qualified to conduct the project.

5. Statement of Qualification Evaluation Criteria
Proposals will be evaluated on the basis of their response to all provisions of this RFQ. The City of San Clemente may use some or all of the following criteria in its evaluation and comparison of proposals submitted. The criteria listed are not necessarily an allinclusive list. The order in which they appear is not intended to indicate their relative importance:
a. Previous experience
b. Demonstrated record of success on work previously performed for the City or similar work performed for others
c. Project Lead
d. Educational background of project lead and staff
e. Staff to perform work within the specified time
1378

RFQ - INSTRUCTIONS AND CONDITIONS
f. Methodology proposed to accomplish the work
g. Ability to make effective public presentations of the report and/or design required
h. Ability to work effectively with City staff, other public agencies and related parties as directed during the course of the design, study or other services
i. Pertinent new ideas which may be presented during the course of the selection process
j. Adequate knowledge of local conditions
k. Availability, experience and knowledge of all subcontractors hired to complete the job or study
l. Additional work performed by the contractor which may have a direct and substantial physical relationship or conflict to the proposed project
m. Retention of original contractor on projects modified due to the original contractor’s detailed knowledge of the work or on the grounds of cost
n. Previous history of completing projects within budget and design estimates
o. Ability to furnish adequate and effective construction supervision p. Consideration for contractors currently working with a major developer in the City for work within or adjacent to the major development project
B. PROPOSAL FORMAT AND CONTENT
Proposals should be typed as brief as possible. They should not include any elaborate or unnecessary promotional material. The following order and content of proposal sections should be adhered to by each contractor.

I. Cover Letter
1379

RFQ - INSTRUCTIONS AND CONDITIONS
A cover letter not to exceed three pages in length should summarize key elements of the contractor’s proposal. The letter must be signed by an individual authorized to bind the contractor. The letter must stipulate that the proposed price will be valid for a period of at least 90 days. Indicate the address and telephone number of the contractor’s office located nearest to San Clemente, California, and the office from which the project will be managed.

II. Background and Approach
The Background and Approach Section should describe your understanding of the City, services offered, and the objectives to be accomplished.

III. Methodology
This section should clearly describe the methodology or methodologies you plan to use to carry out the specific work tasks described in the Work Plan.

IV. Work Plan
Include any other geotechnical and materials testing tasks or services that you feel are necessary or beneficial to accomplish the work described but are not included in this request for qualifications.

V. Project Organization and Staffing
Describe your approach and methods for managing the project.

RFQ - INSTRUCTIONS AND CONDITIONS
intern is possible to address data collection or routine work assignments, identify that opportunity and related cost savings.

VI. Related Experience
Describe recent, directly related experience. Include on each listing: the name of the client; description of the work done; primary client contact; address and telephone number; dates for the project; name of the Project Director and/or Manager and members of the proposed project team who worked on the project, as well as their respective responsibilities.

At least three references should be included. For each
reference, indicate the reference's name, organization
affiliation, title, complete mailing address and telephone number. The City of San Clemente reserves the right to contact any of the organizations or individuals listed.

VII. Project Schedule
Provide a schedule for completing each task in the work program, including deadlines for preparing all project
deliverables.

VIII. Cost Data
Indicate the total cost for which you will conduct the project by phase. Identify by project team member: name, classification, and the number of hours each member will spend on each work task. Indicate separately, total cost for fees and expenses, including any proposed fee discount.

IX. Statement of Compliance
Contractors must submit a Statement of Compliance with all parts of the Request for Proposal and Draft Agreement terms and conditions, or a listing of exceptions and suggested changes, along with a description of any cost implications or schedule changes the exceptions and/or changes cause. The Statement of Compliance must declare either:
1381

RFQ - INSTRUCTIONS AND CONDITIONS
A. This proposal is in strict compliance with the Request for Proposal and Draft Agreement and no exceptions to
either are proposed; or
B. This proposal is in strict compliance with the Request for Proposal and Draft Agreement except for the items listed.

For each exception and/or suggested change, the
contractor must include:

1. The suggested change in the RFQ or rewording of
the contractual obligations.

2. Reasons for submitting the proposed exception or
change.

3. Any impact the change or exception may have on
project costs, scheduling or other considerations.

X. Other Information
Include any other information you consider to be relevant to the statement of qualifications.

XI. Consultant agrees that in carrying out its responsibilities under this agreement, and in particular with regard to the employment of persons and sub-contractors working on the project, it will not discriminate on the basis of race, color, creed, national origin, religion, sex, age, or handicap. In the event any of the work performed by consultant hereunder is sub-contracted to
another person or firm (with approval of the City as required herein), sub-contract shall contain a similar provision. 1382
910 Calle Negocio
2nd Floor
San Clemente, California
www.san-clemente.org

AGENDA REPORT

CITY OF SAN CLEMENTE

CITY COUNCIL MEETING
CITY OF SAN CLEMENTE 1
Meeting Date: November 19, 2024 Agenda Item: 11L.

Submitted By: Building Division
Prepared By: Robert Ferguson, Building Official
Subject:
..titl e

CONSIDERATION OF A RESOLUTION APPROVING AND AWARDING FIRST AMENDMENTS

TO TWO SEPARATE PROFESSIONAL CONSULTING SERVICES AGREEMENTS FOR AS NEEDED ..body BUILDING PLAN REVIEW SERVICES
Fiscal Impact:

These contract amendment are fiscally neutral. Each agreement was approved for an amount not to exceed $85,000 annually. The amendment to each agreement proposes an increase in an amount not to exceed $150,000, with the term of the agreements remaining unchanged. With a forecasted increase in plan check submissions, Building Division revenues are also expected to increase, thus the additional revenue projections will compensate for the increase in contract costs. The additional services provided through these contract amendments would only occur with a commensurate increase in revenues. Should the Building Division see the need for additional as-needed building plan review services in the future, the costs will be budgeted during the biennial budget process.

Summary:

The City is currently contracted with VCA Consultants, Inc. (“VCA”) and West Coast Code Consultants, Inc. (“WC3”) to provide as needed Building Plan Review Consulting Services. As a result of an increase in plan check submissions, which has subsequently led to a rise in workload and associated costs, both agreements with VCA and WC3 warrant an amendment. The amendments are necessary to effectively manage the workflow and ensure timely and quality service delivery.

Background:

At the January 16, 2024 City Council meeting, two professional consulting services agreements were awarded by the City Council. The first agreement with VCA (contract C24-003, Attachment 4) and the second agreement with WC3 (contract C24-002, Attachment 5), are both to provide as needed building plan review services. Due to several unsuccessful attempts to fill the Senior Plans Examiner position, contracting services has become necessary to keep operations moving forward and effectively serve the public. Both contracts with VCA and WC3 have been subsidized by salary savings from the vacant position. With a combination of these salary savings and increased revenues, both agreements will be adequately funded.

Pursuant to the City’s Purchasing Policies & Procedures (201-2-1), reasonable efforts were made to communicate with qualified consultants listed on file from the recent Request for Proposals (RFP) conducted for these services late last year. Each bidder was notified via the City’s electronic bid portal to confirm their continued interest in providing these services to the City. 1383
Meeting Date: November 19, 2024 Agenda Item: 11L.

CITY OF SAN CLEMENTE 2
After reviewing all responses, both VCA and WC3 emerged as the most qualified candidates following the rating and interview process.

In accordance with Section VIII.C.9 of the City’s Purchasing Policies & Procedures, any contract changes resulting in supplemental amounts exceeding $60,000 or 19% of the contract value, must be approved by the City Council.

Discussion:

With an increase in plan review submissions, the Building Division’s initiative is to ensure timely processing of plan reviews and meet target turnaround dates. Rather than facing a backlog due to unforeseen issues, primarily caused by increased volume, the Building Division is being proactive to ensure that services do not experience delays. The City’s contracted plan review consultants have been instrumental in executing this important task and providing quality services to the public. Both VCA and WC3 offer comprehensive building plan review services and have access to highly qualified technical experts. These experts possess the ability to communicate complex issues clearly, thereby assisting our staff and effectively engaging with the public.

Council Options:
 Adopt Resolution No, 24-184, which would approve two separate first amendments, one for each of the two separate professional consulting services agreements for as needed building plan reviews services with VCA Consultants, Inc. and West Coast Code Consultants, Inc.  Modify and adopt Resolution No. 24-184
 Continue the item and provide staff with alternative direction.  Do not approve the proposed first amendments for the two separate professional consulting services agreements for additional as needed building plan review services, which would leave the original agreements in place at their current levels.

Environmental Review/Analysis:

Not a “project” under the California Environmental Quality Act Guidelines Section 15378 (14 CCR 15378). Approving the amendments have no potential to result in either a direct or physical change in the environment or a reasonably foreseeable indirect physical change in the environment.

Recommended Actions:

City staff recommends that the City Council Adopt Resolution No, 24- 184, which would do the following:

1. Approve and award the first amendment to the Professional Consulting Services Agreement (contract C24-003) to VCA Consultants, Inc. for Building Plan Review Services in an amount not to exceed $150,000;

2. Approve and award the first amendment to the Professional Consulting Services Agreement (contract C24-002) to West Coast Code Consultants, Inc. for Building Plan Review Services in an amount not to exceed $150,000;
1384
Meeting Date: November 19, 2024 Agenda Item: 11L.

CITY OF SAN CLEMENTE 3

3. Approve a supplemental appropriation in the amount of $130,000 to account 001-421-43890- 000-0000 and accept additional building revenues of $130,000 to account 001-000-32210- 000-00000; and

4. Authorize the City Manager to execute both amendments for these additional building plan review services.
..recommendation
..end
Attachment:

1. Resolution No. 24-184

2. Proposed First Amendment – VCA Consultants, Inc.

3. Proposed First Amendment – West Coast Code Consultants, Inc.

4. Original agreement with VCA Consultants, Inc.

5. Original agreement with West Coast Code Consultants, Inc.

Notification:

All proposers.
1385
ATTACHMENT 1
RESOLUTION NO. 24-184

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SAN CLEMENTE, CALIFORNIA, APPROVING FIRST

AMENDMENTS TO TWO SEPARATE PROFESSIONAL

CONSULTING SERVICES AGREEMENTS WITH WEST
COAST CODE CONSULTANTS, INC. AND VCA
CONSULTANTS, INC. FOR AS NEEDED BUILDING PLAN
REVIEW SERVICES; AUTHORIZING THE CITY MANAGER
TO EXECUTE THE AMENDMENTS; AND APPROPRIATING
$130,000 AND ACCEPTING $130,000 IN REVENUE
WHEREAS, following a request for proposals process, on January 16, 2024, the City Council awarded two separate contracts for as needed building plan review services to West Coast Code Consultants, Inc. and VCA Consultants, Inc., respectively; and WHEREAS, an increase in plan check submissions, which has subsequently led to a rise in workload and associated costs, warrants amendments to the existing building plan review services agreements in order to continue providing quality and timely services to the public; and
WHEREAS, communication efforts were made to all proposers in connection with the request for proposals issued late last year for as needed building plan review services pursuant to the City’s Purchasing Policies & Procedures, Policy 201-2-1; and WHEREAS, following evaluation efforts set forth via the City Policy 201-2-1, West Coast Code Consultants, Inc. and VCA Consultants, Inc. remained the most qualified to perform additional building plan review services following the rating and interview process, and there fees are fair and reasonable; and
WHEREAS, utilization of these consultants for as-needed building plan review services allows flexibility to ensure expected deadlines and turnaround times are met as the workload fluctuates.

NOW, THEREFORE, the City Council of the City of San Clemente does hereby find, determine, and resolve as follows:

Section 1. That the above recitals are true and correct and incorporated herein fully by reference.

Section 2. That supplemental as-needed building plan review services agreements are hereby awarded to West Coast Code Consultants, Inc. and VCA Consultants, Inc.

Section 3. That a first amendment to Contract C24-002 for as needed Building Plan Review Services is hereby approved. The City Manager, or the City Manager's designee, is hereby authorized and directed to execute a first amendment to Contract C24-002 for as needed Building Plan Review Services with West Coast Code Consultants, Inc. in amount not to exceed $150,000 annually (for the term of the agreement) and in a form substantially 1386
Resolution No. 24-184 Page 2
similar to that presented to the City Council on November 19, 2024, as Attachment 3 of the report entitled, “Consideration Of A Resolution Approving A First Amendment To Two Separate Professional Consulting Services Agreements For As Needed Building Plan Review Services”.

Section 4. That a first amendment to Contract C24-003 for as needed Building Plan Review Services is hereby approved. The City Manager, or the City Manager's designee, is hereby authorized and directed to execute a first amendment to Contract C24-003 for as needed Building Plan Review Services with VCA Consultants, Inc. in amount not to exceed $150,000 annually (for the term of the agreement) and in a form substantially similar to that presented to the City Council on November 19, 2024, as Attachment 2 of the report entitled, “Consideration Of A Resolution Approving A First Amendment To Two Separate Professional Consulting Services Agreements For As Needed Building Plan Review Services”.

Section 5. That a supplemental appropriation, not to exceed $130,000, to account number 001-421-43890-000-00000 and acceptance of additional building revenues of $130,000 to account 001-000-32210-000-00000 is hereby approved.

Section 6. That staff is authorized and directed to take such other and further actions as may be necessary and proper to fulfill the purposes of this resolution.

Section 7. That the City Clerk shall certify the passage and adoption of this resolution and enter it into the book of original resolutions.

PASSED AND ADOPTED this _____ day of ____________________, _______.

ATTEST:
___________________________ __________________________
City Clerk of the City of Mayor of the City of San
San Clemente, California Clemente, California
1387
Resolution No. 24-184 Page 3

STATE OF CALIFORNIA )
COUNTY OF ORANGE ) §

CITY OF SAN CLEMENTE )
I, LAURA CAMPAGNOLO, City Clerk of the City of San Clemente, California, do hereby certify that Resolution No. 24-184 was adopted at a regular meeting of the City Council of the City of San Clemente held on the _______ day of _______________________, _________, by the following vote:

AYES:

NOES:

ABSENT:

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of San Clemente, California, this _____ day of _________________, ________. __________________________
CITY CLERK of the City of
San Clemente, California
Approved as to form:
___________________________
Elizabeth A. Mitchell, City Attorney
1388

4858-2554-5971 v2
Attachment 2

FIRST AMENDMENT TO

PROFESSIONAL CONSULTANT SERVICES AGREEMENT
This First Amendment to the Professional Consultant Services Agreement (the “First Amendment”) is made and entered into on this 19 of November, 2024, by and between the City of San Clemente, California municipal corporation (“City”), and VCA Consultants, Inc. (“Consultant”), a California corporation. City and Consultant are sometimes individually referred to herein as “Party” and collectively as “Parties”.

RECITALS
Whereas, following a request for proposals process, on January 16, 2024, after City Council approval and award, the City entered into a Professional Services Consultant Agreement with VCA Consultants, Inc. (the “Agreement”) to perform and assure responsibility of certain professional building plan review consulting services; and Whereas, an increase in plan submission has resulted in additional use of the City’s plan review consultants to maintain public service levels with timely turnaround for each technical review; and
Whereas, the Parties hereto desire to enter this First Amendment to amend the Agreement on the terms and conditions stated herein.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby confirmed, the Parties hereto agree as follows:

COVENANTS
SECTION 1: Section 3.3.1 (Compensation) of the Agreement is hereby amended to state that the total compensation shall not exceed One Hundred Fifty Thousand Dollars ($150,000) per year.

SECTION 2: Except as expressly amended by this First Amendment, the Agreement and all its provisions shall remain in full force and effect. [SIGNATURES ON FOLLOWING PAGE]
1389

4858-2554-5971 v2
Attachment 2
IN WITNESS WHEREOF, the Parties hereto have caused this First Amendment to be duly executed on the respective dates set forth opposite of their signatures.

CITY OF SAN CLEMENTE
By:________________________________
Andy Hall, City Manager
Dated: __________________
ATTEST:
____________________________
CITY CLERK of the City of
San Clemente, California
APPROVED AS TO FORM:
_____________________________
Elizabeth A. Mitchell, City Attorney
VCA Consultants, Inc., a California
corporation
(CONSULTANT)
By:_____________________________
Thomas Vandorpe
Its: CEO and Secretary
Dated: ___________________
By:_____________________________
Gina Birkett
Its: CFO
Dated: ___________________
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Attachment 3

FIRST AMENDMENT TO

PROFESSIONAL CONSULTANT SERVICES AGREEMENT
This First Amendment to the Professional Consultant Services Agreement (the “First Amendment”) is made and entered into on this 19 of November, 2024, by and between the City of San Clemente, California municipal corporation (“City”), and West Coast Code Consultants, Inc. (“Consultant”), a California corporation. City and Consultant are sometimes individually referred to herein as “Party” and collectively as “Parties”.

RECITALS
Whereas, following a request for proposals process, on January 16, 2024, after City Council approval and award, the City entered into a Professional Services Consultant Agreement with West Coast Code Consultants, Inc. (the “Agreement”) to perform and assure responsibility of certain professional building plan review consulting services; and Whereas, an increase in plan submission has resulted in additional use of the City’s plan review consultants to maintain public service levels with timely turnaround for each technical review; and
Whereas, the Parties hereto desire to enter this First Amendment to amend the Agreement on the terms and conditions stated herein.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby confirmed, the Parties hereto agree as follows:

COVENANTS
SECTION 1: Section 3.3.1 (Compensation) of the Agreement is hereby amended to state that the total compensation shall not exceed One Hundred Fifty Thousand Dollars ($150,000) per year.

SECTION 2: Except as expressly amended by this First Amendment, the Agreement and all its provisions shall remain in full force and effect. [SIGNATURES ON FOLLOWING PAGE]
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Attachment 3
IN WITNESS WHEREOF, the Parties hereto have caused this First Amendment to be duly executed on the respective dates set forth opposite of their signatures.

CITY OF SAN CLEMENTE
By:________________________________
Andy Hall, City Manager
Dated: __________________
ATTEST:
_______________________
CITY CLERK of the City of
San Clemente, California
APPROVED AS TO FORM:
_____________________________
Elizabeth A. Mitchell, City Attorney
West Coast Code Consultants, Inc, a
California corporation
(CONSULTANT)
By:_____________________________
Giyan Senaratne
Its: CEO, CFO, and Secretary
Dated: ___________________
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CITY OF SAN CLEMENTE

PROFESSIONAL CONSULTANT SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement is made and entered into this 16th day of January, 2024, by and between the City of San Clemente, a municipal corporation, organized under the laws of the State of California, with its principal place of business at 910 Calle Negocio , San Clemente, California, 92673 ("City") and VCA CONSULTANTS, a California Corporation, with its principal place of business at 1845 W. Orangewood Ave., Suite 210, Orange, CA 92868 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. RECITALS.

2.1 Consultant.

Consultant desires to perform and assume responsibility for the provision of certain professional Building Plan Review consulting services required by the City on an as needed, on call basis on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing professional Building Plan Review consulting services to public clients, is licensed in the State of California, if applicable, and is familiar with the plans of City.

2.2 Project.

City desires to engage Consultant to render such professional Building Plan Review consulting services as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

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

3.1.2 Term. The term of this Agreement shall be from February 1, 2024 to January 31, 2027, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.

3.2 Responsibilities of Consultant.

Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control, the City being only concerned with the finished Attachment 4
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results of the work being performed. Neither City, nor any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be solely responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Neither Consultant nor Consultant's employees shall in any event be entitled to any benefits to which City employees are entitled, including, but not limited to, overtime, retirement benefits, workers’ compensation benefits, injury leave or other leave benefits. Consultant is solely responsible for all such matters, as well as compliance with social security and income tax withholding and all other regulations and laws governing such matters.

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

3.2.6 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the 1394
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Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Bob Heinrich, Principal/President

3.2.7 City's Representative. The City hereby designates Robert Ferguson, Building Official, or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the Scope of Work or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City's behalf and to execute all necessary documents which enlarge the Scope of Work or change the Consultant's total compensation subject to the provisions contained in Section 3.3 of this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee.

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

3.2.11 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall 1395
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give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If Consultant performs any work knowing it to be contrary to such laws, rules and regulations, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees, agents, and volunteers free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

3.3 Fees and Payments.

3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "D" attached hereto and incorporated herein by reference. The total compensation shall not exceed Eighty-Five Thousand Dollars ($85,000) per year without prior written approval of the City Council or City Manager as applicable. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

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

3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the 1396
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Parties did not reasonably anticipate would be necessary at the execution of this Agreement.

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

3.3.6 Labor Code Requirements.

3.4 Accounting Records.

3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement.

3.5 General Provisions.

3.5.1 Termination of Agreement.

3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time, with or without cause, 1397
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by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause.

Consultant: VCA Consultants, Inc.
1845 W. Orangewood Ave., Suite 210
Orange, CA 92868
ATTN: Bob Heinrich, Principal/President
City: City of San Clemente
910 Calle Negocio
San Clemente, CA 92673
ATTN: Laura Campagnolo, City Clerk and Robert
Ferguson, Building Official
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.5.3 Ownership of Materials and Confidentiality.

3.5.6 Indemnification.

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

3.5.6.2 If Consultant’s obligation to defend, indemnify, and/or hold 1399
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harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.

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

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

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

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

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

3.5.16 No Third-Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 1400
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3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.

3.5.22 Counterparts/Electronic Signatures. This Agreement may be signed in counterparts, each of which shall constitute an original. This Agreement may be signed electronically with the same force and effect as an original ink signature.

3.6 Subcontracting.

3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.
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_________________________
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the respective dates set forth opposite of their signatures.

ATTEST:

Laura Campagnolo

CITY OF SAN CLEMENTE
Andy Hall
Andy Hall (Mar 21, 2024 11:18 PDT)
Andy Hall, City Manager
Dated: Mar 21, 2024 , 2024
Laura Campagnolo (Mar 22, 2024 16:56 PDT)
CITY CLERK of the City of
San Clemente, California
APPROVED AS TO FORM:

Elizabeth A. Mitchell, City Attorney

APPROVED AS TO AVAILABILITY
OF FUNDING:

Finance Authorization
VCA Consultants, Inc.
(“CONSULTANT”)
Tom VanDorpe, S.E.

Tom VanDorpe, S.E. (Jan 31, 2024 08:07 PST)
By: Thomas VanDorpe_
Its: Chief Executive Officer, Secretary
Dated: Jan 31, 2024 , 2024
Gina Birkett
Gina Birkett (Jan 31, 2024 08:08 PST)
By: Gina Birkett
Its: Chief Financial Officer
Dated: _1/31 ,2024
By:
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EXHIBIT "A"

SCOPE OF SERVICES
Consultant shall provide the following services to the City as requested on an as needed, on call basis (collectively, the “Services”):

Consultant will provide complete building plan reviews on a variety of single family residential, multifamily residential, commercial, and industrial buildings, and may be requested to perform complete or partial reviews of projects for compliance with fire and life safety, structural, energy, green code, accessibility, electrical, mechanical, and plumbing requirements in accordance with current applicable state and local codes.

All buildings in San Clemente are required to comply with the current Building Standards contained in California Code of Regulations, Title 24 as well as San Clemente Municipal Code – local amendments.

The 2022 California Codes with local amendments are currently in effect.

Nonstructural plan reviews shall be performed by certified plans examiners. Structural reviews shall be performed by (or under the supervision of) a licensed engineer. Disabled access reviews shall be performed by (or under the supervision of) a CASp certified individual.

Consultant is responsible for the following deliverables:

1. Perform building plan reviews as needed

2. Submit clear and concise correction list to the Building Division for distribution to project applicant/designer. (General format of Consultant’s correction list shall be reviewed and approved by the City)

3. Respond to telephone inquiresfrom City staff and permit applicants regarding review comments

4. Perform recheck reviews on projects to ensure plan corrections have been resolved satisfactorily.

5. Stamp plans “approved” for compliance with applicable codes

6. Return approved plans to City Building Division office

7. Maintain, at all times, a professional appearance and demeanor. 11 1403
EXHIBIT "B"

SCHEDULE OF SERVICES
Consultant shall perform and the City requires the following maximum review turnaround timeframes in order to maintain the desired customer service level:

Required Minimum Level of Service
New Single Family Dwellings - 1st review = 15 working days 2nd review = 10 working days
3rd or more = 5 working days
New Multi Family Dwellings - 1st review = 15 working days 2nd review = 10 working days
3rd or more = 5 working days
New Commercial/Industrial - 1st review = 15 working days 2nd review = 10 working days
3rd or more = 5 working days
Tenant Improvements - 1st review = 10 working days
Subsequent rechecks = 5 working days
Residential Addition/Alterations - 1st review = 10 working days Subsequent rechecks = 5 working days
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EXHIBIT “C”

INSURANCE REQUIREMENTS

3.2.12 Insurance.

3.2.12.2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so.
(A) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 0001, or the exact equivalent, with limits of not less than $1,000,000 per occurrence and no less than $2,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); or (3) containing any other exclusion(s) contrary to the terms or purposes of this Agreement. (B) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 0001 covering "Any Auto" (Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $1,000,000 combined limit for each occurrence. (C) Workers' Compensation: Workers' Compensation
Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease. (D) Professional Liability (Errors & Omissions): Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant’s profession with limits of not less than $1,000,000 per claim. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least three (3) years from termination or expiration of this Agreement. (E) Cyber Liability Insurance with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Contractor in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, 1405
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business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses.

3.2.12.6 Primary and Non-Contributing Insurance. All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other 1406
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insurance, deductible, or self-insurance maintained by the City, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.

3.2.12.12 Enforcement of Agreement Provisions (non estoppel).

COMPENSATION
In complete compensation for the Services under this Agreement, the City shall pay the Consultant as follows:

Service Fee
Plan Review ( include 3 reviews) 65% of City collected plan check fee (min. $230) Revisions, Reviews Beyond 3rd Check,
Meetings, Other Projects as Agreed Upon
(hourly rates)
• ICC Plans Examiner: $115 to $125 per
hour
• Plan Check Engineer: $125 to $135 per
hour
• Structural Eng./Specialist: $140 to $150
per hour
Expedited Plan Check, Overtime 1.5 x
Rates are subject to annual CPI adjustment.

In no event shall the total compensation paid under this Agreement exceed $85,000 annually. 1409
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WORKER’S COMPENSATION INSURANCE CERTIFICATION

CarrierThe Hartford
Policy Number72WEGAM3JXV
I certify that, in the performance of the work under this Agreement, I shall not employ any person in any manner so as to become subject to the workers' compensation laws of California, and I hereby agree to indemnify, defend, and hold harmless the City of San Clemente and all of its officials, employees, and agents from and against any and all claims, liabilities, and losses relating to personal injury or death, economic losses, and property damage arising out of my failure to provide such worker’s compensation insurance. I further agree that, if I should become subject to the workers' compensation provisions of Section 3700 of the Labor Code, I shall forthwith comply with those provisions.

WARNING: FAILURE TO SECURE WORKERS’ COMPENSATION

COVERAGE IS UNLAWFUL, AND SHALL SUBJECT AN EMPLOYER TO

Dated: January 19 , 20 24
Tom VanDorpe, S.E., President
(“CONSULTANT”)
Tom VanDorpe, S.E.

By: Tom VanDorpe, S.E. (Jan 31, 2024 08:07 PST)
President
Title
1845 W. Orangewood Ave, Ste 210
Address
■
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ATTACHMENT 5
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910 Calle Negocio
2nd Floor
San Clemente, California
www.san-clemente.org

AGENDA REPORT

CITY OF SAN CLEMENTE

CITY COUNCIL MEETING
CITY OF SAN CLEMENTE 1
Meeting Date: November 19, 2024 Agenda Item: 11M.

Submitted By: Public Works
Prepared By: David Rebensdorf, Public Works Director
Subject:
..titl e

CONSIDERATION OF A RESOLUTION APPROVING THE SAN CLEMENTE LAND OUTFALL (PC 10) ASSET TRANSFER AND DISSOLUTION AGREEMENT, AND AUTHORIZING THE CITY
..body MANAGER TO EXECUTE THE AGREEMENT
Fiscal Impact:

None; the purchase price for the transfer of the Land Outfall is $0 and the City has been responsible for the operation and the maintenance since the pipeline was constructed.

Summary:

SOCWA is a regional Joint Powers Authority providing for the operation, maintenance and permitting for three wastewater treatment plants and two ocean outfalls in South Orange County.

Seven member agencies (El Toro Water District, Emerald Bay Service District, City of Laguna Beach, Moulton Niguel Water District, City of San Clemente, Santa Margarita Water District, and South Coast Water District) have varying levels of ownership in the regional facilities known as Project Committees (PC). San Clemente is a member of the San Juan Creek Ocean Outfall (PC 5) where the City discharges its treated wastewater approximately two miles offshore from Dana Point. The San Clemente Land Outfall (PC 10) is currently owned by SOCWA, but the City is responsible for the operation and maintenance.

SOCWA was formed in 2001 when the South East Regional Reclamation Authority (SERRA), Aliso Water Management Agency (AWMA) and South Orange County Reclamation Authority (SOCRA) consolidated to meet the wastewater needs of approximately 500,000 homes and businesses across South Orange County. The original agencies were initially formed to take advantage of regional federal grants for the expansion of wastewater facilities in South Orange County, including the expansion of the City’s Water Reclamation Plant, San Clemente Land Outfall (PC 10), and construction of the San Juan Creek Ocean Outfall (PC 5) in the early 1990’s.

SOCWA member agencies, including the City, have been evaluating the various agreements over the past few years and considering certain modifications to ownership and services. The San Clemente Land Outfall is being recommended to have ownership transferred from SOCWA to the City because the City is the only member of PC 10 and is contractually obligated for its operation and maintenance. This land outfall consists of a 30-inch ductile iron pipeline approximately four miles long. Taking ownership of the pipeline will not change the City’s Sewer operating position and will reduce the number of assets owned by SOCWA as part of the cleanup of the various agreements.
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Meeting Date: November 19, 2024 Agenda Item: 11M.

CITY OF SAN CLEMENTE 2
San Clemente Land Outfall Location Map
Background:

The San Clemente Land Outfall was funded and built as part of a regional project to convey treated wastewater from the City’s Water Reclamation Plant on Avenida Pico to the San Juan Creek Ocean Outfall in Dana Point. The facility conveys treated wastewater from the City’s Water Reclamation Plant and the City is responsible for operation and maintenance. In an effort to find efficiencies at SOCWA, it was recommended to transfer ownership of the asset to the City and remove it from SOCWA’s inventory of assets since the City is the only project participant in PC

10. On November 7, 2024, the SOCWA Board of Directors voted to approve dissolving PC 10, transferring the San Clemente Land Outfall to the City and authorizing a bill of sale of $0 for the asset.

The City currently funds the San Clemente Land Outfall and SOCWA from the Sewer Operating Fund and Sewer Other Agency Depreciation Reserves. Staff is recommending ownership acceptance and continued operation and maintenance. Typical maintenance of the pipeline consists of exercising valves and inspection of air vacuum releases along with annual inspection of the cathodic protection system installed by the City in the mid 2000’s to reduce soil side corrosion. While it is possible the City may reclaim all of its treated wastewater for recycled water use for irrigation purposes or direct potable reuse in the future, the San Clemente Land Outfall is necessary during plant reuse outages and heavy rain events when wastewater flows exceed plant reclamation capacity.
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Meeting Date: November 19, 2024 Agenda Item: 11M.

CITY OF SAN CLEMENTE 3
Council Options:
 Adopt Resolution No. 24-185, approving the San Clemente Land Outfall (PC 10) Asset Transfer and Dissolution Agreement and authorizing the City Manager to execute the Agreement.
 Modify and adopt Resolution No. 24-185.
 Provide alternative direction.
 Deny approval of the Agreement.

Environmental Review/Analysis:

This action is not a project as defined by the California Environmental Quality Act because it changes ownership in an existing facility.

Recommended Actions:

Staff Recommendation ..recommendation
Staff recommends that the City Council adopt Resolution No. 24-185, which would approve and authorize the City Manager to execute the San Clemente Land Outfall (PC 10) Asset Transfer and Dissolution Agreement (Attachment 2).
..end
Attachments:

1. Resolution No. 24-185

2. San Clemente Land Outfall (PC 10) Asset Transfer and Dissolution Agreement Notification:

None.
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ATTACHMENT 1
4882-9904-3949 v1
RESOLUTION NO. 24-185

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SAN CLEMENTE, CALIFORNIA, APPROVING THE SAN
CLEMENTE LAND OUTFALL (PC 10) ASSET TRANSFER

AND DISSOLUTION AGREEMENT, AND AUTHORIZING

THE CITY MANAGER TO EXECUTE THE AGREEMENT
WHEREAS, South Orange County Water Authority (SOCWA) is a regional Joint Powers Authority providing for the operation, maintenance and permitting for three wastewater treatment plants and two ocean outfalls in South Orange County; and WHEREAS, the City is one of seven member agencies within SOCWA, including:

El Toro Water District, Emerald Bay Service District, City of Laguna Beach, Moulton Niguel Water District, Santa Margarita Water District, and South Coast Water District; and WHEREAS, SOCWA was formed in 2001 when the South East Regional Reclamation Authority (SERRA), Aliso Water Management Agency (AWMA) and South Orange County Reclamation Authority (SOCRA) consolidated to meet the wastewater needs of approximately 500,000 homes and businesses across South Orange County; and
WHEREAS, the City utilizes the San Clemente Land Outfall (PC 10) for conveyance of treated wastewater to the San Juan Creek Ocean Outfall (PC 5); and WHEREAS, the City is the only member of PC 10 and is currently obligated for operation and maintenance of the San Clemente Land Outfall and desires to take ownership of the facility.

NOW, THEREFORE, the City Council of the City of San Clemente does hereby find, determine and resolve as follows:

SECTION 1. That the above recitations are true and correct and incorporated fully herein.

SECTION 2. That the City Council approves the San Clemente Land Outfall (PC 10) Asset Transfer and Dissolution Agreement, and authorizes and directs the City Manager to execute such Agreement in a form substantially similar to that presented to the City Council on November 19, 2024 with any minor or non-substantive changes or corrections approved by the City Attorney.

SECTION 3. That City staff is authorized and directed to execute such other documents and take such other and further actions as may be necessary and proper to accomplish the purposes of this resolution.

SECTION 4. That the City Clerk shall certify to the passage and adoption 1436
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4882-9904-3949 v1
of this resolution and enter it into the book of original resolutions.

PASSED AND ADOPTED this _____ day of ____________________, 2024.

ATTEST:
___________________________ __________________________
City Clerk of the City of Mayor of the City of San
San Clemente, California Clemente, California
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Resolution No. 23-185 Page 3
4882-9904-3949 v1

STATE OF CALIFORNIA )
COUNTY OF ORANGE ) §

CITY OF SAN CLEMENTE )
I, LAURA CAMPAGNOLO, City Clerk of the City of San Clemente, California, do hereby certify that Resolution No. 24-185 was adopted at a regular meeting of the City Council of the City of San Clemente held on the _______ day of _______________________, _________, by the following vote:

AYES:

NOES:

ABSENT:

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of San Clemente, California, this _____ day of _________________, ________. __________________________
CITY CLERK of the City of
San Clemente, California
Approved as to form:
___________________________
Elizabeth A. Mitchell, City Attorney
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Attachment 2
SAN CLEMENTE LAND OUTFALL (PC 10)

ASSET TRANSFER AND DISSOLUTION AGREEMENT
This SAN CLEMENTE LAND OUTFALL (PC 10) ASSET TRANSFER AND DISSOLUTION AGREEMENT (“Agreement”), dated [_________], 2024, is by and between the City of San Clemente, a California municipal corporation (“CSC”), and South Orange County Wastewater Authority, a California Joint Powers Authority (“SOCWA”), who may collectively be referred to herein as the “Parties” and each individually as a “Party.”

DEFINITIONS
When used in this Agreement, including any exhibits, amendments and schedules hereto, the following terms shall have the meanings ascribed to them as set forth below:
 “AAA” is defined as set forth in Section 11.1 of this Agreement.  “Agreement” is defined as set forth in the Preamble of this Agreement.  “Assumed Liabilities” is defined as set forth in Section 3.1(a) of this Agreement.  “Claims Notice” is defined as set forth in Section 10.1(c) of this Agreement.  “Closing Date” shall refer to the date set forth in Section 1.2 of this Agreement.  “Dispute” is defined as set forth in Section 11.1 of this Agreement.  “Excluded Assets” is defined as set forth in Section 3.2 of this Agreement.  “Excluded Liabilities” is defined as set forth in Section 3.1(b) of this Agreement.  “Force Majeure” is defined as set forth in Section 11.6 of this Agreement.  “Indemnified Party” is defined as set forth in Section 10.1(c) of this Agreement.  “Indemnifying Party” is defined as set forth in Section 10.1(c) of this Agreement.  “JAMS” is defined as set forth in Section 11.1 of this Agreement.  “Joint Powers Agreement” shall refer to the “Joint Exercise of Powers Agreement Creating South Orange County Wastewater Authority, dated July 1, 2001”.  “Liability Claim” is defined as set forth in Section 10.1(c) of this Agreement.  “Member Agencies” shall refer to the members of SOCWA as of the date of this Agreement, to include CSC, South Coast Water District, Emerald Bay Services District; City of Laguna Beach, Santa Margarita Water District, Moulton Niguel Water District, and El Toro Water District. Any individual agency of the Member Agencies may be referred to as a “Member Agency”.
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2 San Clemente Land Outfall (PC 10) Asset Transfer and Dissolution Agreement  “Outfall” shall refer to the San Clemente Land Outfall, the approximately 4.4 mile long, 14 MGD capacity land outfall pipeline, inclusive of improvements and fixtures, which carries treated wastewater from the City of San Clemente Reclamation Plant northwesterly to the junction with the Ocean Outfall, located primarily within the Pacific Coast Highway as depicted in Exhibit “1” to the Bill of Sale attached hereto and incorporated herein by reference as Exhibit “A”.
 “Party/Parties” is defined as set forth in the Preamble of this Agreement.  “PC” shall refer to a Project Committee which is formed when a SOCWA project or facility involves less than all of the Member Agencies, and the specific Member Agencies form a Project Committee for the responsibility to construct, operate and maintain the project or facility.
 “PC 10” shall refer to a SOCWA Project Committee formed to construct, maintain, and own and operate the Outfall.
 “PC 10 Member” shall refer to CSC, the sole Member Agency of PC 10 who owns 100% of the capacity in and who controls the project or facility which is held in SOCWA’s name for the benefit of the PC 10 Member.

RECITALS
A. SOCWA is currently comprised of the Member Agencies.

B. The Member Agencies are all parties to the Joint Powers Agreement.

C. When a SOCWA project or facility involves less than all of the Member Agencies, a PC is formed for the responsibility to construct, operate and maintain the project or facility.

D. The PC 10 Member controls the project or facility which is held in SOCWA’s name for the benefit of the PC 10 Member.

E. PC 10 was formed to construct, maintain, and own and operate the Outfall.

F. SOCWA currently owns and operates the Outfall for the benefit of the PC 10 Member.

G. CSC is the only PC 10 Member and owns 100% of the Outfall capacity rights. As a result, SOCWA’s ongoing ownership and operation of the Outfall is no longer necessary or beneficial to the Parties.

H. SOCWA and the PC 10 Member have agreed to transfer the Outfall to CSC and CSC has agreed to accept the transfer of the Outfall subject to the terms provided herein.

I. The Parties agree that there shall be no transfer of nor change in capacity rights in the Outfall and that all capacity rights in the Outfall shall remain unchanged following the asset 1440
3 San Clemente Land Outfall (PC 10) Asset Transfer and Dissolution Agreement transfer provided for by this Agreement. CSC has agreed to accept the Outfall subject to the existing capacity rights in the Outfall.

NOW, THEREFORE, for and in consideration of the promises and mutual agreements, benefits, representations, warranties and covenants of the Parties contained herein and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, SOCWA and CSC agree as follows:

ARTICLE 1

INCORPORATION, CLOSING AND CLOSING DATE

1.1 Incorporation. The Preamble, “Definitions” and “Recitals” provisions hereof are incorporated herein by reference as if set forth herein at length and in full.

1.2 Closing and Closing Date. The closing of this transaction shall occur when all of the documents and exhibits in the table of PC 10 Asset Transfer Agreements, attached hereto and incorporated herein as “Table 1” have been fully executed and delivered to all Parties, as set forth more fully in Article 6. The Parties have agreed to work together to satisfy all the conditions required to close this transaction such that the Closing Date shall be on ________________.

ARTICLE 2
TRANSFER OF ASSETS AND DISSOLUTION OF PC 10

2.1 Transfer of Assets. SOCWA currently operates the Outfall for the benefit of CSC as the PC 10 Member. Effective on the Closing Date, SOCWA shall transfer all of its rights, title and interest in all of the assets of the Outfall controlled, held or managed by SOCWA, in “as is” condition and subject to any and all existing rights and encumbrances, as provided in the “Bill of Sale” attached hereto and incorporated herein by this reference as Exhibit “A.”

2.2 Assignment of Rights. SOCWA, with the consent and approval of the PC 10 Member, agrees to assign to CSC any easements or other real property rights to the extent necessary for CSC to use and access the Outfall.

2.3 Unchanged Capacity Rights. There shall be no transfer, assignment, termination, modification or other change in existing capacity rights to discharge treated wastewater in the Outfall as a result of the transfer of assets provided for by this Agreement. SOCWA transfers the Outfall subject to the existing capacity rights in the Outfall and CSC agrees to accept the Outfall subject to the existing capacity rights in the Outfall. These existing capacity rights in the Outfall, effective as of the Closing Date, are allocated as follows:

San Clemente Land Outfall (PC 10)
Capacity Allocation
City of San Clemente 100%

2.4 Dissolution of PC 10. In conjunction with the transfer of the assets described herein, SOCWA and the PC 10 Member agree to dissolve PC 10 as of the Closing Date. At the next regularly scheduled meeting after the Closing Date, SOCWA and the PC 10 Member agree 1441
4 San Clemente Land Outfall (PC 10) Asset Transfer and Dissolution Agreement to submit to their respective legislative bodies for consideration for adoption the PC 10 Dissolution Resolution attached hereto and incorporated herein by reference as Exhibit “B.” ARTICLE 3

ASSUMED LIABILITIES AND EXCLUDED LIABILITIES

3.1 Assumed Liabilities and Excluded Liabilities. The purpose of this section is to specify the liabilities that are assumed and excluded.
(a) Assumed Liabilities. On the Closing Date, SOCWA shall assign to CSC and CSC shall assume the debts, liabilities and obligations arising from the ownership, operation, maintenance and compliance of the Outfall, including any regulatory permits, easements and licenses issued for the Outfall. CSC shall remain liable for its proportional share of costs and liabilities related to the Outfall that arose or accrued during CSC’s time as a PC 10 Member and prior to the Closing Date, whether such liabilities were known or unknown. The aforementioned collectively constitute the “Assumed Liabilities”.
(b) Excluded Liabilities. Except for the Assumed Liabilities and as expressly set forth in this Agreement, CSC shall not assume or be liable for any of the debts, obligations or liabilities of SOCWA, or any PC 10 Member other than itself, prior to the Closing Date. CSC will not be responsible for paying, performing or discharging any liability of any PC 10 Member, other than itself, or of SOCWA, of whatever nature, whether known or unknown, absolute, contingent, presently in existence or arising from matters that occurred prior to the Closing Date, and whether or not related to the assets, all of which liabilities shall be retained by and remain obligations and liabilities solely of the PC 10 Member and/or SOCWA, as the case may be, and shall be paid, performed, discharged and otherwise satisfied by the PC 10 Member and/or SOCWA, as the case may be, promptly as and when due. The PC 10 Member and/or SOCWA, as the case may be, shall remain responsible for all of their respective proportional liabilities that relate to matters that occurred all or in part prior to the Closing Date, including the following (collectively, the “Excluded Liabilities”):
(i) all liabilities in any way arising out of or relating or incidental or attributable to the ownership or operation of the asset, or attributable to events, circumstances or periods occurring, on or prior to the Closing Date, including all notes payable and any third-party claims (including by governmental authorities) brought after the Closing Date but attributable to events, circumstances or periods occurring, all or in part on or prior to the Closing Date; (ii) all such liabilities for a failure to comply with any law, permit or order attributable to events, circumstances or periods occurring, all or in part on or prior to the Closing Date;
(iii) all liabilities arising out of any contract or permit attributable to events, circumstances or periods occurring, all or in part on or prior to the Closing Date; (iv) all indebtedness of any kind or nature of PC 10 Member, and all liabilities relating to any such indebtedness, including any such liabilities resulting from or relating to the consummation of the transactions contemplated by this Agreement; 1442
5 San Clemente Land Outfall (PC 10) Asset Transfer and Dissolution Agreement (v) all liabilities arising from or relating or incidental or attributable to any product warranty or product liability claims relating to goods sold or services rendered, or any bodily injury, illness or death or loss or damage to property, whether or not covered by insurance, occurring all or in part on or prior to the Closing Date or relating to events, facts or circumstances existing or occurring all or in part on or prior to the Closing Date; (vi) all liabilities to or in respect of any current or former owner, director, manager, officer, employee, contract employee, retiree, consultant, independent contractor, subcontractor, distributor or other agent of PC 10 Member and/or SOCWA, including for wages or other benefits, commission, bonuses (of any nature), sick pay, accrued vacation, workers’ compensation, severance, retention, termination, change of control payments, equity grants or promises of equity grants or other payments, compensation or remuneration and all payroll taxes or withholding therefore, whether arising as a result of the consummation of the sale or otherwise, in each case including with respect to any employment, termination of employment, benefit plan, severance, compensation, incentive, insurance coverage, premium reimbursement and other similar arrangements of or with PC 10 Member or SOCWA and any claims or proceedings relating thereto that relate to events, facts or circumstances existing or occurring all or in part on or prior to the Closing Date; (vii) all liabilities for any pending or threatened claim or proceeding existing all or in part prior to the Closing Date or arising from, relating or incidental or attributable to or otherwise in respect of the ownership or operation of the Outfall by PC 10 Member and/or SOCWA all or in part on or prior to the Closing Date or otherwise arising out of or attributable to any actions or omissions of PC 10 Member and/or SOCWA, including for third party claims; and
(viii) all liabilities arising out of or relating to liens, litigation or proceedings on or related to any of the assets that arose all or in part prior to the Closing Date.

3.2 Excluded Assets. Notwithstanding Section 3.1 or any other provision herein to the contrary, and for the avoidance of doubt, it is expressly understood that the assets being assigned, do not include, and SOCWA shall not sell, transfer, convey, assign or deliver to CSC, and CSC shall not acquire or assume, or have any obligation to acquire or assume, any of SOCWA’s respective right, title or interest in or obligations to or under, any of the following (collectively, the “Excluded Assets”):
(a) any businesses, assets, properties, permits and contracts of SOCWA, except as specifically included in the Bill of Sale;
(b) all current and prior insurance policies of SOCWA and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries;
(c) accounts receivable;
(d) accounts payable; and
(e) any asset, personal property, including intellectual property of SOCWA, unless specifically included in the Bill of Sale.
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6 San Clemente Land Outfall (PC 10) Asset Transfer and Dissolution Agreement ARTICLE 4

CONSIDERATION FOR TRANSFER

4.1 Consideration. The transfer price of the Outfall, and SOCWA’s administrative costs related to the transfer of Outfall to CSC, is Zero Dollars ($0.00). The parties agree this purchase prices is reasonable and appropriate in light of the fact that the CSC is the sole member of PC 10 and thus responsible for liabilities arising from the Outfall in any event.

ARTICLE 5

OPERATION OF ASSETS

5.1 Cooperation and Operation of Assets Prior to Closing. SOCWA shall cooperate with CSC in the turnover of the ownership, operation, and maintenance of the Outfall to CSC as needed to facilitate a successful transition. SOCWA shall comply with all reasonable requests by CSC in connection with assuming the operation and maintenance duties as shall be necessary to facilitate the orderly transition of duties from SOCWA to CSC. SOCWA shall provide CSC and CSC’s respective representatives full access to, and copying of, all information, data and records relating to the Outfall, including any drawings, reports, and studies. Such documents shall include, but not be limited to: 1) all operating procedures and data regarding operation of the Outfall; 2) transfer and assignment of all easements and licenses; 3) such proprietary information that is utilized in the operation of the Outfall and is necessary or desirable for the continued operation; 4) rights and obligations under all contracts entered into in connection with the performance of its obligations under this Agreement or relating to the operation and maintenance of the Outfall and all permits applicable to the Outfall and held by SOCWA. Until the actual transfer of operations to CSC, SOCWA shall continue to operate the Outfall in accordance with applicable laws, regulations and prudent industry practices, and otherwise in accordance with the terms of this Agreement, and shall continue to perform its contractual and other obligations to and in respect to CSC’s personnel and subcontractors. Further, SOCWA must promptly update CSC on any changes related to items 1-4 of this Section 5.1 should there be any changes which may affect this Agreement, or future agreements, or the operation of the Outfall.

ARTICLE 6

DELIVERABLES

6.1 Deliverables By All Signatories. The Parties named in each of the agreements listed in Table 1 shall timely return executed copies of the agreements and the deliverables in each as set forth in Table 1 in order to facilitate the closing prior to the Closing Date.

ARTICLE 7

REPRESENTATIONS AND WARRANTIES OF ALL PARTIES
SOCWA and CSC hereby represent and warrant as to themselves and for the benefit of the other that each of the following statements is true and correct as of the date hereof and on the Closing Date:

7.1 Authorization/Valid and Binding Agreement. SOCWA and CSC each have the power and authority under its respective organizational documents or otherwise to execute and deliver this Agreement and the Exhibits hereto and to consummate the transactions contemplated hereby and thereby, and the execution, delivery and performance of this Agreement and the 1444
7 San Clemente Land Outfall (PC 10) Asset Transfer and Dissolution Agreement ancillary agreements and the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite action on the part of each of them. This Agreement and each ancillary agreement has been duly executed and delivered by SOCWA and CSC. This Agreement, each ancillary agreement and each other document delivered by the Closing Date constitutes a valid and legally binding agreement of SOCWA and CSC enforceable in accordance with its terms, except to the extent that enforcement hereof may be limited by: (a) bankruptcy, reorganization, moratorium, fraudulent conveyance or similar laws now or hereafter in effect relating to creditors’ rights generally; and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). This Agreement and all of the documents referenced herein may be executed in counterparts and/or electronically (e.g., via DocuSign), each of which shall be deemed an original and all of which shall constitute one instrument. A faxed, .pdf, scanned or other electronic copy of the fully executed original version of this Agreement shall have the same legal effect as an executed original for all purposes.

7.2 Consents. All consents, approvals or authorizations required to be made or obtained by SOCWA and CSC in connection with (a) the execution and delivery of this Agreement and the ancillary agreements, (b) the consummation of the transactions contemplated hereby or thereby, and (c) the continuing validity and effectiveness immediately following the completion of the terms herein have been made, approved or received.

7.3 No Pending Disputes. None of the transfers contemplated in this Agreement are the subject of any pending dispute or proceeding of which CSC and/or SOCWA have received written notice, or to any party’s knowledge, any threatened dispute or proceeding, with any governmental authority or third party and are available for immediate unimpaired use by the CSC.

7.4 Compliance. SOCWA (a) is not and has not been in material violation or default of any contract, law, permit or order to which it is a party, by which it is bound or otherwise with respect to its ownership, lease or operation of the Outfall, and (b) has not received any written or oral notice of any outstanding, pending or alleged material violation or default of, or citation for noncompliance with, any such contract, law, permit or order (i) with respect to its ownership, lease or operation of the Outfall, or (ii) that could reasonably be expected to (A) impair or delay the transactions contemplated by this Agreement and the ancillary agreements, (B) adversely impact the ownership or use of, or run with, follow or encumber, the Outfall after the Closing Date, or (C) adversely affect CSC’s ownership of the Outfall after the Closing Date.

ARTICLE 8

COVENANTS AND AGREEMENTS OF THE PARTIES

8.1 Further Assurances. CSC and SOCWA shall, from time to time, at or after the Closing Date, execute and deliver such further instruments of conveyance and transfer and take such other actions as may be reasonably necessary to carry out the purposes and intentions of this Agreement.
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8 San Clemente Land Outfall (PC 10) Asset Transfer and Dissolution Agreement ARTICLE 9

INDEMNIFICATION

9.1 General Indemnification by SOCWA. SOCWA shall indemnify, defend and hold harmless CSC from and against any and all claims (including third party claims) and losses arising or resulting from the following:
(a) the failure by SOCWA to perform any of the covenants or agreements to be performed by SOCWA under this Agreement or any ancillary agreement; and (b) the Excluded Liabilities described in Section 3.1(b).

9.2 General Indemnification by CSC. CSC shall indemnify, defend and hold harmless SOCWA from and against any and all claims (including third party claims) and losses arising or resulting from the following:
(a) any inaccuracy in or breach by CSC of any of its representations or warranty under this Agreement or any ancillary agreement;
(b) any claim related to the Outfall after the Closing Date (except for claims related to SOCWA’s obligations hereunder as limited hereby to the extent such claims arose or are related to matters that occurred all or in part prior to the Closing Date); and (c) the failure by CSC to perform any of the covenants or agreements to be performed by CSC under this Agreement or any ancillary agreement, including without limitation CSC’s obligations under this Agreement.

ARTICLE 10
SURVIVAL; LIMITATIONS; REMEDIES

10.1 Survival.
(a) The representations and warranties of SOCWA and CSC made in this Agreement shall survive the consummation of the transactions contemplated hereby for six (6) months following the Closing Date.
(b) The Parties’ indemnity obligations in Article 9, and otherwise with respect to any inaccuracy or breach of any representation, warranty, covenant or agreements under this Agreement or with respect to any claim or loss associated therewith shall terminate as of the expiration date of the survival period set forth herein for each such representation, warranty, covenant or agreement, except in each case as to matters for which a Claims Notice with respect to such claim or loss that has been delivered on or before such survival period expiration date as provided in Section 10.1(c). Any claim or loss pending on any such survival period expiration date for which a Claims Notice has been properly given in accordance with Section 10.1(c) on or before such survival period expiration date may continue to be asserted and indemnified against until finally resolved. Any litigation to resolve a claim shall be commenced within two (2) years of the Closing Date, or within two (2) years of when a claim is known or reasonably could be known. (c) Notice of Asserted Liability; Defense; Settlement. As soon as is reasonably practicable after SOCWA on the one hand, or CSC, on the other hand, becomes aware of any claim 1446
9 San Clemente Land Outfall (PC 10) Asset Transfer and Dissolution Agreement that such Party has hereunder that may result in a loss (a “Liability Claim”), such party (the “Indemnified Party”) will give written notice of such Liability Claim (a “Claims Notice”) to the Party obligated to indemnify hereunder (the “Indemnifying Party”); provided, that a Party shall not be liable for a Liability Claim for indemnification hereunder unless the Indemnified Party delivers such Claims Notice prior to the expiration of the applicable survival period set forth in Section 10.1 and in accordance with the procedures set forth in this Section 10.1(c) and such claim, if timely and properly made in accordance herewith, shall not be extinguished by reason of expiration of such applicable survival period. A Claims Notice must describe the Liability Claim in reasonable detail and must indicate the amount (estimated, if necessary and to the extent feasible) of the loss that has been or may be suffered by the Indemnified Party, and in the case of third-party claims for indemnification, shall also include copies of all papers served with respect thereto. Promptly but in any event within fifteen (15) business days after an Indemnified Party first learns of the commencement by a third party of any proceeding against it, such Indemnified Party shall, if a claim for indemnification is to be made by such Indemnified Party hereunder, give a Claims Notice to the Indemnifying Party of the commencement of such Proceeding, but no delay in or failure to give a Claims Notice by the Indemnified Party to the Indemnifying Party will adversely affect any of the other rights or remedies that the Indemnified Party has under this Agreement or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party with respect to such third party claim to the extent that such delay or failure has not materially prejudiced the Indemnifying Party. If the Indemnifying Party does not assume the defense of a Liability Claim in accordance with Section 10.1(c), the Indemnified Party may continue to defend the Liability Claim. If the Indemnifying Party has assumed the defense of a Liability Claim as provided in this Section 10.1(c), the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense of the Liability Claim; provided, that if any of the litigation conditions ceases to be met or the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Litigation Claim, the Indemnified Party may assume its own defense, and the Indemnifying Party will be liable for all reasonable out of pocket costs or expenses paid or incurred in connection with such defense. The Indemnifying Party or the Indemnified Party, as the case may be, has the right to participate in (but not control), at its own expense, the defense of any Liability Claim that the other is defending as provided in this Agreement. The Indemnifying Party, if it has not assumed the defense of any Liability Claim as provided in this Agreement, may not, without the prior written consent of the Indemnified Party, consent to a settlement of, or the entry of any judgement arising from, any such Liability Claim that (i) does not include as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a complete release from all liability in respect of such Liability Claim, or (ii) grants any injunctive or equitable relief, or (iii) may reasonably be expected to have an adverse effect on the affected business of the Indemnified Party.

10.2 Exclusive Remedy/Express Negligence Rules. Each of the Parties agrees that from and after the Closing Date the sole and exclusive remedy of any Party hereto with respect to any and all losses arising out of this Agreement, including losses for claims based on breach of representation, shall be limited to the Indemnification provisions set forth in this Agreement.

ARTICLE 11

MISCELLANEOUS

11.1 Dispute Resolution. The Parties agree that the maintenance of a cooperative and mutually beneficial relationship between them is an important aspect of this Agreement and the successful operation and maintenance of the Outfall. The Parties therefore intend to provide means 1447
10 San Clemente Land Outfall (PC 10) Asset Transfer and Dissolution Agreement for resolving any disputes, claims, or controversies that may arise during the course of this Agreement in an efficient manner to avoid resort to legal actions against one another, if feasible.

Therefore, except for any claim or action filed by a nonparty to this Agreement, any dispute, claim, or controversy arising with respect to the interpretation of this Agreement or the performance of any Party shall be first submitted to a three-step dispute resolution process that includes, in sequence: (1) an informal meet and confer process between representatives designated by all the Parties, (2) mediation, and (3) non-binding arbitration. Except for any claim or action filed by a nonparty hereto, upon any dispute, claim, or controversy (“Dispute”) arising with respect to the interpretation of this Agreement, or the performance of any Party, which is not immediately resolved between the Parties, the Party asserting such Dispute may, within 30 days from the date the Dispute has arisen, serve written notice upon the others that a Dispute exists with respect to this Agreement, and each Party shall then within 14 days designate one or more representatives and shall establish a time and place at which to meet and confer in mutual good faith to resolve the Dispute. If, after a reasonable amount of time and effort have elapsed, a resolution of the Dispute has not been established to the mutual satisfaction of all Parties, any Party may then initiate a mediation process by serving a written notice of the election to mediate upon the other. In the event the election to mediate a Dispute is invoked by any Party, a request for mediation shall be filed within 30 days in the Office of the American Arbitration Association (“AAA”) in or nearest to Orange County, California and the mediation shall be initiated and conducted in accordance with the Commercial Rules of mediation of the AAA, or by any other method mutually agreeable to the Parties. Any statements made during mediation shall remain confidential and may not be disclosed without consent of all participants. In the event mediation does not resolve the Dispute, any Party may then elect arbitration by providing a written notice of such election to the other Parties. Such request must be mailed to the other Parties within 30 days following the conclusion of mediation. Upon serving written notice upon the other Parties, the request for arbitration shall be filed with the Judicial Arbitration and Mediation Services, Inc. (“JAMS”) and the arbitration shall be conducted in accordance with the JAMS Engineering and Construction Arbitration Rules & Procedures then in effect, unless all Parties mutually agree to an alternative method. The Parties agree the arbitration shall occur in Orange County, California. Neither the Parties nor the arbitrator may disclose the contents or results of the arbitration, except as may be required by law, without the prior written consent of all Parties. The Arbitrator shall award the prevailing party (as defined in Code of Civil Procedure §1032(a)(4)) their reasonable attorney’s fees and costs, to include the cost of the arbitration. The Parties may agree to be bound by the results of the arbitration and may agree that any award by or decision of an arbitrator shall be final. Nothing in this procedure shall prohibit the Parties from seeking other remedies available to them at law. During the course of any proceeding to resolve a Dispute, the Parties shall continue to perform any duties or obligations existing under the Agreement.

11.2 Publicity. The Parties, where possible, shall jointly plan and coordinate publicity and other releases concerning the transactions contemplated by this Agreement.

11.3 Governing Law. This Agreement and the ancillary agreements and all actions, causes of action, claims, cross-claims, third-party claims or proceedings of any kind (whether at law, in equity, in contract, in tort or otherwise) that may be based upon, arise out of or relate hereto and thereto, shall be governed by, and construed in accordance with, the laws of the State of California.

11.4 Entire Agreement; Amendments; Attachments. This Agreement, all Exhibits attached and incorporated hereto, and all agreements and instruments to be delivered by the Parties 1448
11 San Clemente Land Outfall (PC 10) Asset Transfer and Dissolution Agreement pursuant hereto represent the entire understanding and agreement between the Parties hereto with respect to the subject matter hereof. The Parties may amend or modify this Agreement, in such manner as may be agreed upon, only by a written instrument executed by all signatories.

11.5 Notices. All notices and other communications pursuant to this Agreement shall be in writing and shall be deemed to have been received only if and when (a) personally delivered, (b) on the third day after mailing, by United States first class, postage prepaid, by certified mail return receipt requested, (c) given by email transmission as set forth below, if any, or (d) one day after deposit with a reputable overnight courier, addressed in each case as follows:

To SOCWA: South Orange County Wastewater Authority
34156 Del Obispo Street
Dana Point, CA 92629
Attn: __________
By email to: ____________
To CSC: City of San Clemente
910 Calle Negocio
San Clemente, CA 92673
Attn: David Rebensdorf, Public Works Director, City Engineer By email to: [email protected]

11.6 Force Majeure. No Party shall be responsible for any delay or failure in complying with the terms of this Agreement where such delay or failure is due to acts or events beyond the reasonable control of the Party, including but not limited to fire, flood, hurricane/tornado, cyclone, explosion, labor strikes, labor disputes, picketing, lockout, transportation embargo or acts of God, civil riot or insurrection, terrorist acts, pandemic or epidemic, acts of the federal, state, or municipal government or any agency thereof or judicial action (collectively, “Force Majeure”), excluding such acts to the extent that the effect of such acts can be mitigated by the use of alternate sources, business continuity plans and other reasonable actions timely taken. In the event of Force Majeure, the Party affected by such Force Majeure event shall promptly give a written notice thereof to the other Party describing (a) the Force Majeure event, (b) the obligations which it is unable to perform due to such Force Majeure event, and (c) its projection of the expected period of delay or inability to perform due to such Force Majeure event. Notwithstanding the foregoing, the party unable to perform because of a Force Majeure event shall use reasonable good faith efforts to restore services or performance required by his agreement as soon as practicable, and if the Party suffering from the Force Majeure event is not able to perform within thirty (30) calendar days after the event giving rise to the excuse of Force Majeure, the other Party may terminate the Agreement without liability.

11.7 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

11.8 Specific Performance. The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the Parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity.
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12 San Clemente Land Outfall (PC 10) Asset Transfer and Dissolution Agreement

11.9 Severability. If any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable term or provision had never been contained herein.
1450
13 San Clemente Land Outfall (PC 10) Asset Transfer and Dissolution Agreement IN WITNESS WHEREOF, each of the Parties has executed or caused this Agreement to be executed and effective as of the day and year first above written. “CSC”
City of San Clemente,
a California municipal corporation
By:

Name: Andy Hall
Title: City Manager
By:

Name: Elizabeth Mitchell
Title: City Attorney
“SOCWA”
South Orange County Wastewater District,
a California joint powers authority
By:

Name:

Title:

By:

Name:

Title:
1451
14 San Clemente Land Outfall (PC 10) Asset Transfer and Dissolution Agreement TABLE 1 - PC 10 ASSET TRANSFER AGREEMENTS
Exhibit Title Signatories
A Bill of Sale CSC & SOCWA
B Dissolution Resolution SOCWA
1452
910 Calle Negocio
2nd Floor
San Clemente, California
www.san-clemente.org

AGENDA REPORT

CITY OF SAN CLEMENTE

CITY COUNCIL MEETING
CITY OF SAN CLEMENTE 1
Meeting Date: November 19, 2024 Agenda Item: 11N.

Submitted By: Public Works
Prepared By: David Rebensdorf, Public Works Director
Subject:
..titl e

CONSIDERATION OF A RESOLUTION APPROVING FIVE SOUTH ORANGE COUNTY

WASTEWATER AUTHORITY (SOCWA) REORGANIZATION AGREEMENTS AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENTS ..body Fiscal Impact:

The City will receive $92,008 to initially offset administration overhead costs. The remaining member agencies and SOCWA staff have agreed to evaluate and develop cost reducing strategies for administrative overhead expenses going forward.

Summary:

SOCWA is a regional Joint Powers Authority providing for the operation, maintenance and permitting for three wastewater treatment plants and two ocean outfalls in South Orange County.

Seven member agencies (El Toro Water District, Emerald Bay Service District, City of Laguna Beach, Moulton Niguel Water District, City of San Clemente, Santa Margarita Water District, and South Coast Water District) have varying levels of ownership in the regional facilities known as Project Committees (PC). San Clemente is a member of the San Juan Creek Ocean Outfall (PC 5) where the City discharges its treated wastewater approximately two miles offshore from Dana Point. The San Clemente Land Outfall (PC 10) is owned by SOCWA, but the City will consider under a separate report to take ownership of the facility where the City is already responsible for the operation and maintenance.

In addition, SOCWA provides operation, maintenance and permitting for the San Juan Creek Ocean Outfall (PC 5), industrial pretreatment services for the City’s wastewater collection system (PC 8), and bulk contracting/purchasing for chemicals and biosolids disposal. The bulk purchasing contracts assist in reducing costs due to the large volume of purchases when combining all agencies within SOCWA.

SOCWA member agencies have been evaluating the various Agreements over the past few years and discussing reorganization options. Moulton Niguel Water District (MNWD) is interested in obtaining direct responsibility for the Joint Regional Treatment Plant, which is part of its larger 1453
Meeting Date: November 19, 2024 Agenda Item: 11N.

CITY OF SAN CLEMENTE 2
plan to expand water reuse at the facility. As part of the reorganization, MNWD will no longer be a member of SOCWA, they will take ownership of the Joint Regional Treatment Plant with a transfer of employees from SOCWA, they will no longer have obligations at SOCWA’s Coastal Treatment Plant, and they will contract for services for use of both ocean outfalls and the JB Latham Wastewater Treatment Plant. There will be a fiscal impact to the City and the remaining member agencies due to increased costs for general fund and administrative costs. In the interim, MNWD has provided funding to offset the costs. In addition, the member agencies and SOCWA staff are committed to finding solutions to reduce costs in the future. 1454
Meeting Date: November 19, 2024 Agenda Item: 11N.

CITY OF SAN CLEMENTE 3
Background:

There are 18 Agreements as part of the SOCWA reorganization. The City is not party to many of those Agreements since they involve treatment plants, Aliso Creek Ocean Outfall and pipelines that the City does not utilize for wastewater service. The Agreements reorganize SOCWA, affect and transfer member agency capacity rights, and assign or transfer certain assets and liabilities.

The terms include SOCWA’s transfer of the Joint Regional Treatment Plant to MNWD and MNWD’s transfer of capacity and interested in the Coastal Treatment Plant and JB Latham Treatment Plant to various SOCWA member agencies. MNWD will also contract with SOCWA and various member agencies for other wastewater service needs, such as, permitting, ocean outfall disposal, treatment at JB Latham, and laboratory services.

The five Reorganization Agreements that directly impact the City are included as Attachments 2 through 6 and are as follows: Amendment #1 to Joint Powers Agreement, Asset and Capacity Transfer Agreement (Agreement No. 1), MNWD-SOCWA Withdrawal Agreement (Agreement No. 4), Assignment and Assumption Agreement (PC 5, Agreement No. 6), and the Transfer Price Allocation MOU.

Council Options:
 Adopt Resolution No. 24-186, approving Amendment #1 to Joint Powers Agreement, Asset and Capacity Transfer Agreement (Agreement No. 1), MNWD-SOCWA Withdrawal Agreement (Agreement No. 4), Assignment and Assumption Agreement (PC 5, Agreement No. 6), and the Transfer Price Allocation MOU, authorizing the City Manager to execute the agreements.
 Modify and adopt Resolution No. 24-186.
 Provide alternative direction.
 Deny approval of the Agreements.

Environmental Review/Analysis:

The SOCWA Reorganization Agreements involve contractual business exchanges between member agencies and therefore do not have a potential for resulting in either a direct or an reasonably foreseeable indirect impact on the environment under California law, and therefore the approval and execution of this set of agreements is not a project as defined by the California Environmental Quality Act.

Recommended Actions:

Staff Recommendation ..recommendation
Staff recommends that the City Council adopt Resolution No. 24-186, which would:

1. Approve Amendment #1 to Joint Powers Agreement, Asset and Capacity Transfer Agreement (Agreement No. 1);

2. Approve the MNWD-SOCWA Withdrawal Agreement (Agreement No. 4);

3. Approve the Assignment and Assumption Agreement (PC 5, Agreement No. 6); 1455
Meeting Date: November 19, 2024 Agenda Item: 11N.

CITY OF SAN CLEMENTE 4

4. Approve the Transfer Price Allocation MOU; and

5. Authorize the City Manager to execute said agreements. ..end
Attachment:

1. Resolution No. 24-186

2. Amendment #1 to Joint Powers Agreement

3. Asset and Capacity Transfer Agreement (Agreement No. 1)

4. MNWD-SOCWA Withdrawal Agreement (Agreement No. 4)

5. Assignment and Assumption Agreement (PC 5, Agreement No. 6)

6. Transfer Price Allocation MOU
Notification:

None.
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ATTACHMENT 1
4882-9904-3949 v1
RESOLUTION NO. 24-186

A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF SAN CLEMENTE, CALIFORNIA, APPROVING FIVE

SOUTH ORANGE COUNTY WASTEWATER

AUTHORITY (SOCWA) REORGANIZATION

AGREEMENTS, AND AUTHORIZING THE CITY

MANAGER TO EXECUTE THE AGREEMENTS
WHEREAS, South Orange County Water Authority (SOCWA) is a regional Joint Powers Authority providing for the operation, maintenance and permitting for three wastewater treatment plants and two ocean outfalls in South Orange County; and WHEREAS, the City is one of seven member agencies within SOCWA, including:

El Toro Water District, Emerald Bay Service District, City of Laguna Beach, Moulton Niguel Water District, Santa Margarita Water District, and South Coast Water District; and WHEREAS, SOCWA was formed in 2001 when the South East Regional Reclamation Authority (SERRA), Aliso Water Management Agency (AWMA) and South Orange County Reclamation Authority (SOCRA) consolidated to meet the wastewater needs of approximately 500,000 homes and businesses across South Orange County; and
WHEREAS, the SOCWA member agencies have been evaluating the various Agreements over the past few years and discussing reorganization options; and WHEREAS, the SOCWA member agencies have or are considering certain Reorganization Agreements that reorganize SOCWA, affect and transfer member agency capacity rights, and assign or transfer certain assets and liabilities, in connection with the withdrawal of Moulton Niguel Water District from SOCWA, which is in the best interest of the City of San Clemente and SOCWA.

NOW, THEREFORE, the City Council of the City of San Clemente does hereby find, determine and resolve as follows:

SECTION 1. That the above recitations are true and correct and incorporated fully herein.

SECTION 2. That the City Council hereby approves the following SOCWA Reorganization Agreements: Amendment #1 to Joint Powers Agreement, Asset and Capacity Transfer Agreement (Agreement No. 1), MNWD-SOCWA Withdrawal Agreement (Agreement No. 4), Assignment and Assumption Agreement (PC 5, Agreement No. 6), and the Transfer Price Allocation MOU (collectively, the “Agreements”).

SECTION 3. That the City Manager is authorized and directed to execute 1457
Resolution No. 24-186 Page 2
4882-9904-3949 v1
the Agreements in forms substantially similar to those presented to the City Council on November 19, 2024, subject to minor and non-substantive revisions or corrections approved by the City Attorney.

SECTION 4. That staff is authorized and directed to execute such other documents and take such other and further actions as may be necessary and proper to accomplish the purposes of this resolution or implement the reorganization of SOCWA.

SECTION 5. That the City Clerk shall certify to the passage and adoption of this resolution and enter it into the book of original resolutions.

PASSED AND ADOPTED this _____ day of ____________________, 2024.

ATTEST:
___________________________ __________________________
City Clerk of the City of Mayor of the City of San
San Clemente, California Clemente, California
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Resolution No. 24-186 Page 3
4882-9904-3949 v1

STATE OF CALIFORNIA )
COUNTY OF ORANGE ) §

CITY OF SAN CLEMENTE )
I, LAURA CAMPAGNOLO, City Clerk of the City of San Clemente, California, do hereby certify that Resolution No. 24-186 was adopted at a regular meeting of the City Council of the City of San Clemente held on the _______ day of _______________________, _________, by the following vote:

AYES:

NOES:

ABSENT:

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of San Clemente, California, this _____ day of _________________, ________. __________________________
CITY CLERK of the City of
San Clemente, California
Approved as to form:
___________________________
Elizabeth A. Mitchell, City Attorney
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Attachment 2
AMENDMENT #1

TO THE JOINT EXERCISE OF POWERS AGREEMENT CREATING SOUTH

ORANGE COUNTY WASTEWATER AUTHORITY
Orange County, California
(SOCWA)

AND TERMINATING ALISO WATER MANAGEMENT AGENCY, SOUTH EAST

REGIONAL RECLAMATION AUTHORITY, SOUTH ORANGE COUNTY

RECLAMATION AUTHORITY
This Amendment (Amendment) to the Joint Exercise of Powers Agreement Creating South Orange County Wastewater Authority Orange County, California (SOCWA) and Terminating Aliso Water Management Agency, South East Regional Reclamation Authority, South Orange County Reclamation Authority (Joint Powers Agreement) shall be effective on ___________, 2024 (the Amendment Date) and is executed by and between Moulton Niguel Water District, a California water district (MNWD), South Coast Water District, a county water district (SCWD), Emerald Bay Service District, a California community services district (EBSD), City of Laguna Beach, a __________(CLB), El Toro Water District, a ________________ (ETWD), Santa Margarita Water District, a __________ (SMWD) and the City of San Clemente, a ________ (CSC). The public entities listed above may be referred to in this Agreement collectively or in combination(s) as the “parties” or individually as a “party”.

Capitalized terms not immediately defined herein shall have the definitions set forth in Article I of the Joint Powers Agreement.

RECITALS
A. WHEREAS, effective on or about May 19, 2022, the City of San Juan Capistrano (CSJC) withdrew as a member agency of SOCWA;
B. WHEREAS, effective on or about May 4, 2023, Trabuco Canyon Water District (TCWD) withdrew as a member agency of SOCWA;
C. WHEREAS, effective on or about July 1, 2023, Irvine Ranch Water District (IRWD) withdrew as a member agency of SOCWA;
D. WHEREAS, effective on or around the Amendment Date, MNWD will withdraw as a member agency of SOCWA pursuant to a written withdrawal agreement which is referenced in the list below;
E. WHEREAS, SOCWA is going through certain other organizational changes that will affect member agency capacity rights and assign or transfer certain assets and liabilities, all of which shall be reflected in the following separate agreements which shall be referred to collectively as the “2024 SOCWA Reorganization Agreements”:
(1) “Asset and Capacity Transfer Agreement (Agreement 1)”; 1460
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(2) “Regional Treatment Plant Capacity Rights Transfer Agreement (Agreement No. 2) (ETWD, SCWD, CLB and EBSD Solids Capacity Rights in Project Committee 17)”;
(3) “Coastal Treatment Plant Capacity Rights Transfer Agreement (Agreement No. 3) (MNWD Capacity Rights in Project Committee 15)”; (4) “MNWD – SOCWA Withdrawal Agreement (Agreement No. 4)”; (5) “Assignment and Assumption Agreement (Agreement #5) (Project Committee 2)”;
(6) “Assignment and Assumption Agreement (Agreement #6) (Project Committee 5)”;
(7) “Assignment and Assumption Agreement (Agreement #7) (Project Committees 21 and 24)”;
(8) “Agreement for Solids Treatment and Handling Services at the Joint Regional Treatment Plant by Moulton Niguel Water District (Agreement #8)”;
(9) “Moulton Niguel Water District SOCWA Continued Services Agreement (Agreement No. 9)”;
(10) “Amendment No. 7, Agreement for Acquisition, Use, Operation, Maintenance and Expansion of Sewage Treatment Plant of City of San Juan Capistrano by South East Regional Reclamation Authority for and on Behalf of Project Committee No. 2”
(11) “Memorandum of Understanding, Allocation of MNWD’s Transfer Price Payment for the Regional Treatment Plant and Withdrawal from SOCWA and Evaluation of Reducing SOCWA Overhead Expenses”.

F. WHEREAS, the parties wish to memorialize and acknowledge the current membership of SOCWA and summarize their respective capacity rights in one central record and recognize the supremacy of the 2024 SOCWA Reorganization Agreements that are being approved prior to or concurrently with this Amendment;
G. WHEREAS, the parties hereby agree to amend the Joint Powers Agreement as set forth below:

AGREEMENT
THE PARTIES HEREBY AGREE AS FOLLOWS:

1. Incorporation of Recitals. The Recitals set forth above are hereby incorporated into the Joint Powers Agreement as though set forth in full therein.

2. Supremacy. The terms set forth in the 2024 SOCWA Reorganization Agreements, as further defined and as described in the Asset and Capacity Transfer Agreement (Agreement 1), are meant to and hereby do supersede and control over any conflicting terms in 1461
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the Joint Powers Agreement and any other predecessor agreement executed by and between the parties or any combination of parties thereof, including, but not limited to, Project Committee Agreements. Each and every other term and condition, article, obligation, right and provision of the Joint Powers Agreement or any Project Committee agreement not in conflict with the terms set forth in the 2024 SOCWA Reorganization Agreements shall remain in full force and effect. It is the intent of the parties that the 2024 SOCWA Reorganization Agreements should be read as a whole, in context, and, if possible, to give the same weight and effect to every word within the agreements. The parties are bound to give consistent, harmonious, and sensible effect to all of the parts of the agreements, to the extent possible. However, to the extent any terms cannot be harmonized within the 2024 SOCWA Reorganization Agreements and in the unlikely event terms within the agreements conflict with one another, the agreements shall control in the supremacy order set forth below (in other words, the agreement listed below as 1 controls over the subsequent agreement listed as 2, and so forth):

Supremacy
Order/Order
of Control
Name of Agreement Signatories
1 Amendment #1 to Joint Powers Agreement

MNWD, SOCWA,

SCWD, EBSD, ETWD,

CLB, SMWD & CSC
2 Asset and Capacity Transfer Agreement
(Agreement 1) (Excluding all Exhibits thereto)

MNWD, SOCWA,

SCWD, EBSD, ETWD,

CLB & CSC
3 SOCWA Withdrawal Agreement

MNWD, SOCWA,

SCWD, EBSD, ETWD,

CLB, SMWD & CSC
4 Assignment and Assumption Agreement (PC
2) (Agreement #5)

MNWD, SMWD &
SCWD
4 Assignment and Assumption Agreement (PC
5) (Agreement #6)

MNWD, CSC,

SCWD & SMWD
4 Assignment and Assumption Agreement (PC
21/24) (Agreement #7)

MNWD, CLB, EBSD,

SCWD & ETWD
5 RTP Capacity Rights Transfer Agreement (PC
17) (Agreement #2)

MNWD, SCWD, EBSD,

ETWD & CLB
5 CTP Capacity Rights Transfer Agreement (PC
15) (Agreement #3)

MNWD, SCWD, EBSD
& CLB
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8513451.2
6 RTP Solids Handling Agreement (Agreement
#8)

MNWD, SCWD, EBSD,

ETWD & CLB
7 MNWD-SOCWA Continued Services
Agreement (Agreement #9) MNWD & SOCWA
8 Labor MOU

MNWD, SOCWA &
SOCWA Employees
Association
9 Transfer Price Allocation MOU

CLB, CSC, EBSD,

ETWD, SCWD &
SMWD
10 Laboratory Lease MNWD & SOCWA
11 RTP Property Transfer Agreement MNWD & SOCWA
12 RTP Property Transfer Agreement Grant Deed MNWD & SOCWA 13 RTP Property Transfer Agreement Bill of Sale SOCWA
14 RTP Property Transfer Agreement Promissory
Notes MNWD
15 Amendment No.7 to the PC 2 Agreement MNWD, SOCWA,

SMWD & SCWD

3. Concurrency. This Amendment shall not be effective, and no term shall be enforceable, until all of the 2024 SOCWA Reorganization Agreements are effective and enforceable.

4. Acknowledgment of MNWD Withdrawal. Effective on the Amendment Date, MNWD will no longer be a member agency of SOCWA, nor will MNWD be a member of any SOCWA Project Committee, and all voting rights of MNWD in SOCWA and in any Project Committee thereof will be extinguished as of the Amendment Date, though the obligations of MNWD to SOCWA and the other member agencies shall continue as detailed in the 2024 SOCWA Reorganization Agreements, approved and executed concurrently together with this Amendment.

5. Remaining SOCWA Member Agencies. Effective on the Amendment Date, SOCWA shall have six remaining member agencies: SCWD, CLB, EBSD, CSC, SMWD, and ETWD.

6. Acknowledgment of Remaining Capacity Rights. The parties hereby acknowledge Exhibit 1 attached hereto, which summarizes the capacity rights for the remaining 1463
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member agencies in SOCWA Project Committees 2, 5, 10, 24, 15, and 21 effective on the Amendment Date.

7. Signing Authority. Each party represents and warrants that each person or persons executing this Amendment on its behalf is duly authorized to do so by the respective party and that this Amendment shall bind the parties.

8. Successors & Assigns. The terms of this Amendment are binding upon and will inure to the benefit of and be enforceable by the respective successors and assigns of the parties.

9. Counterparts. Each party represents and warrants that it has the full power and authority to execute this Amendment. This Amendment may be executed in counterparts and/or electronically (e.g., via DocuSign), each of which shall be deemed an original and all of which shall constitute one instrument. A faxed, .pdf, scanned or other electronic copy of the fully executed original version of this Amendment shall have the same legal effect as an executed original for all purposes.

IN WITNESS WHEREOF, the parties hereto have by their respective officers thereunto duly authorized caused this Amendment to be executed on the dates set forth below, effective on the Amendment Date.

SANTA MARGARITA WATER DISTRICT
By:

President
By:

Secretary

MOULTON NIGUEL WATER DISTRICT
By:

President
By:

Secretary

CITY OF LAGUNA BEACH
By:

Mayor
By:

City Clerk

SOUTH COAST WATER DISTRICT
By:

President
By:

Secretary

CITY OF SAN CLEMENTE
By:

Mayor
By:

City Clerk

EMERALD BAY SERVICE DISTRICT
By:

President
By:

Secretary
1464
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8513451.2

EL TORO WATER DISTRICT
By:

President
By:

Secretary
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8513451.2
EXHIBIT 1
SUMMARY OF CAPACITY RIGHTS FOR SOCWA PROJECT COMMITTEES 2, 5, 10, 24, 15, AND 21
1466
ASSET AND CAPACITY TRANSFER AGREEMENT (AGREEMENT 1)
This ASSET AND CAPAClTY TRANSFER AGREEMENT (referred to hereinafter as this "Agreement"), dated ( ], 2024, is by and between Moulton Niguel Water District, a California water district, South Orange County Wastewater Authority, a California joint powers authority, and the Remaining Member Agencies.

DEFINITIONS
• "2024 SOCW A Reorganization Agreements" shall refer to and include this Agreement and the Ancillary Agreements.
• "Aliso Creek Ocean Outfall" or "ACOO" shall refer to the ocean outfall pipeline governed by PC 24.
• "Amendment No. 1 to the SOCWA JP A" shall refer to the written agreement entitled "Amendment No. l, to the Joint Exercise of Powers Agreement Creating South Orange County Wastewater Authority, Orange County, California (SOCWA), and Terminating Aliso Water Management Authority, South East Regional Reclamation Authority, South Orange County Reclamation Authority".
• "Amendment No. 7 to the PC 2 Agreement" shall refer to the written agreement entitled "Amendment No. 7, Agreement for Acquisition, Use, Operation, Maintenance and Expansion of Sewage Treatment Plant of City of San Juan Capistrano by South East Regional Reclamation Authority for and on Behalf of Project Committee No. 2". • "Ancillary Agreements" shall refer to and include the documents set forth in Section 6. l of this Agreement, including any exhibits in any such document, and each individually as an "Ancillary Agreement."
• "Assign" and its variations ( e.g., "assigns") shall have the same meaning as "transfer" and its variations ( e.g., "transfers"), where both terms are defined to mean permanent conveyance of a right or interest, as applicable throughout the 2024 SOCWA Reorganization Agreements except to the extent specified otherwise therein. • "Assignment and Assumption Agreement (PC 2)" shall refer to the written agreement entitled "Assignment and Assumption Agreement (Agreement No. 5) (Project Committee 2)''.
• "Assignment and Assumption Agreement (PC 5)" shall refer to the written agreement entitled "Assignment and Assumption Agreement (Agreement No. 6) (Project Committee 5)".
• "Assignment and Assumption Agreement (PC 21/24)" shall refer to the written agreement entitled "Assignment and Assumption Agreement (Agreement No.7) (Project Committees 21 and 24).

Asset and Capacity Transfer Agreement
Attachment 3
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Attachment 4
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Attachment 5
ASSIGNMENT AND ASSUMPTION AGREEMENT (Agreement #6)
(Project Committee 5)
This Assignment and Assumption Agreement (Project Committee 5) (“Agreement”) is between Moulton Niguel Water District (“MNWD”), South Coast Water District (“SCWD”), City of San Clemente (“CSC”) and Santa Margarita Water District (“SMWD”), each of which are a “Party,” and together are the “Parties.” This Agreement is effective as of _________, 2024 (“Effective Date”).

RECITALS
A. Overview. The South Orange County Wastewater Authority (“SOCWA”) is a joint powers agency made up of several water purveyors and/or wastewater service providers within the San Juan Creek and/or Aliso Creek watershed. SOCWA owns and operates wastewater treatment facilities, transmission mains, and outfalls. SOCWA was created pursuant to the “Joint Exercise of Powers Agreement Creating South Orange County Wastewater Authority (“SOCWA”)…,” dated July 1, 2001 (the “Joint Powers Agreement”). The current members of SOCWA are the City of Laguna Beach, the City of San Clemente, El Toro Water District, Emerald Bay Service District, MNWD, SMWD, and SCWD (collectively, the “Member Agencies”).

B. Project Committees. If a SOCWA project or facility involves less than all of the SOCWA’s Member Agencies, the affected Member Agencies form a “Project Committee” (or “PC”) that is responsible for the construction, operation, and maintenance of that project or facility.

C. Project Committee 5 (San Juan Creek Ocean Outfall). MNWD, SMWD, SCWD, and CSC (together, the “PC 5 Member Agencies”) are the Participating Member Agencies of Project Committee 5 (“PC 5”), which governs the San Juan Creek Ocean Outfall (“SJCO Outfall”). The PC 5 Member Agencies are signatories to the Agreement By and Between the South East Regional Reclamation Authority Acting on Behalf of Project Committee No. 5 and All Member Agencies Relative to the Participation of the City of San Clemente in Project Committee No. 5, dated November 17, 1976, and subsequently amended six times between November 1976 and October 2006 (collectively, the “PC 5 Agreement”). The PC 5 Agreement governs the financing, construction, operation, and maintenance of the SJCO Outfall, as well as sets capacity and use restrictions for the PC 5 Member Agencies.

D. PC 5 Facility Capacity Allocations. SOCWA owns and operates the outfall for the benefit of the Participating Member Agencies, and will continue to do so after execution of this Agreement. Pursuant to the PC 5 Agreement, the current capacity allocations of the 24.0 million gallons per day (“mgd”) peak flow in the SJCO Outfall are as follows:

Agency Outfall
Ownership
(mgd)
Outfall
Ownership
Pump Station
Ownership
(mgd)
Pump Station
Ownership
City of San
Clemente

13.300 16.62% 0%
MNWD 12.410 15.51% 20.27%
SCWD 9.970 12.47% 29.05%
SMWD 44.346 55.4% 50.68%
1500
2 Total 80.000 100% 100%
E. Payment and Assignment to SCWD and SMWD. The Parties intend by this Agreement for (1) MNWD to pay SCWD and SMWD for all liabilities arising out of MNWD’s use of PC 5 facilities, programs, and services; and (2) MNWD to permanently assign to SCWD and SMWD, and SCWD and SMWD to accept from MNWD, MNWD’s (i) 15.51% ownership capacity in the SJCO Outfall (“MNWD’s Assigned Outfall Capacity”) and (ii) 20.27% ownership in the Pump Station (“MNWD’s Assigned Pumping Capacity”); and (iii) rights and obligations pursuant to the PC 5 Agreement. MNWD’s Assigned Outfall Capacity and MNWD’s Assigned Pumping Capacity are together referred to herein as “MNWD’s Assigned Capacity.” NOW, THEREFORE, for and in consideration of the promises and mutual agreements, benefits, representations, warranties and covenants of the Parties contained herein and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties agree as follows:

1. Incorporation.

1.1 The Parties agree the above Recitals are true and correct and hereby incorporated herein by reference as if set forth herein at length and in full

1.2 Incorporation of Asset and Capacity Transfer Agreement. The Parties agree that the “Asset Capacity and Transfer Agreement (Agreement 1)” (“Transfer Agreement”) is incorporated herein by this reference. The definitions set forth in the Transfer Agreement shall be interpreted herein and control unless otherwise specifically defined.

2. Assignment and Acceptance of MNWD’s Assigned Capacity. MNWD hereby permanently assigns to (a) SMWD and SMWD hereby accepts 59% of MNWD’s Assigned Outfall Capacity, and (b) SCWD and SCWD hereby accepts 41% of MNWD’s Assigned Outfall Capacity and 100% of MNWD’s Assigned Pumping Capacity, and (c) SCWD and SMWD, equally, all remaining rights and obligations pursuant to the PC 5 Agreements. As a result of MNWD’s assignments under (a) and (b) above, the capacity allocations within the SJCO Outfall and Pump Station, as of the Effective Date, are as follows:

Agency Outfall
Ownership
(mgd)
Outfall
Ownership
Hydraulic
Capacity (mgd)
Pump Station
Ownership
City of San
Clemente

16.62% 13.296 0%
SCWD 18.83% 15.063 49.32%
SMWD 64.55% 51.641 50.68%
Total 100% 80.00 100%

3. Continued Discharge Capacity. In acceptance of MNWD’s Assigned Capacity, SCWD and SMWD agree that MNWD’s Assigned Capacity shall be reserved and maintained for the sole benefit of MNWD and its customers as provided herein. Subject to the terms of this 1501
3 Agreement, MNWD shall have the right to continue to discharge into the SJCO Outfall in an amount not to exceed MNWD’s Assigned Outfall Capacity in compliance with the NPDES discharge permit. The Parties agree that MNWD’s Assigned Outfall Capacity shall not be reallocated or used for any other uses or beneficiaries unless agreed to in writing by MNWD.

4. Implementation of Projects and Permit Updates. SOCWA manages the SJCO Outfall NPDES permit from the San Diego Regional Water Quality Control Board (“SDRWQCB”) on behalf of the PC 5 Member Agencies. MNWD’s 3A Wastewater Treatment Plant is currently a permitted facility on the SDRWQCB NPDES permit. MNWD is developing additional reuse projects and programs, including salinity management, that will require appropriate updates to the SDRWQCB NPDES permit (“Permit Updates”) for the SJCO Outfall to support the implementation and operation of such projects and programs. SMWD and SCWD agree to support and request SOCWA to work with MNWD on the Permit Updates when requested by MNWD.

MNWD agrees to fund all expenses, by SCWD, SMWD and SOCWA, to implement any Permit Updates.

5. Costs Regarding MNWD’s Assigned Capacity and Payment Thereof.

5.1 Costs Regarding MNWD’s Assigned Capacity. After the Effective Date, any costs regarding MNWD’s Assigned Capacity will be borne by SCWD and/or SMWD pursuant to Section 5.2 and invoiced to MNWD pursuant to Section 5.3.

Invoices to MNWD for the SJCO Outfall shall be allocated 59% from SMWD and 41% from SCWD based upon the assignments under (a) and (b) of Section 2 above.

MNWD will be entirely responsible for any (i) capital project costs, including costs for replacement and refurbishment; (ii) operation and maintenance costs, and (iii) related overhead expenses for capital improvements constructed at the SJCO Outfall and/or Pump Station to support additional capacity requested by MNWD in writing in excess of MNWD’s Assigned Capacity, which expenses are in addition to the annual administrative fee in Section 5.4, for all of (i) through (iii). The construction of improvements at the SJCO Outfall and/or Pump Station to provide MNWD capacity beyond the MNWD Assigned Capacity shall be at the sole discretion of the PC 5 Member Agencies after the Effective Date.

5.2 Payment of Costs Assessed by SOCWA for MNWD’s Use of SJCO Outfall and Pump Station. The annual costs associated with the operation and maintenance of the SJCO Outfall are allocated between the existing Participating Member Agencies of the respective Project Committees on an annual basis through SOCWA’s budgeting process and cost allocation processes. MNWD acknowledges that SOCWA and the Participating Member Agencies of the respective Project Committees may periodically evaluate costs of service at various facilities and that methods for cost recovery by SOCWA are subject to change during the term of this Agreement. After the Effective Date, SCWD and SMWD shall pay to SOCWA all costs assessed by SOCWA relating to MNWD’s use of the SJCO Outfall and Pump Station. MNWD shall pay SCWD and SMWD (a) all costs assessed by SOCWA relating to MNWD’s use of the SJCO Outfall and Pump Station and (b) for MNWD’s share of all costs and expenses related to MNWD’s discharge, including annual operation and maintenance costs, costs of depreciation, replacement and 1502
4 refurbishment expenses, any upgrade, expansion, or other capital, administrative, overhead or shared costs, in proportion to MNWD’s Assigned Capacity.

5.3 MNWD Payment of Costs Attributable to MNWD’s PC 5 Expenses. SCWD and SMWD will invoice MNWD for the costs attributable to MNWD’s PC 5 expenses on a quarterly basis, unless otherwise agreed to in writing by the Parties .

Within 60 days of SCWD and/or SMWD sending MNWD an invoice, MNWD shall pay to SCWD and SMWD the full amount of the costs specified therein. MNWD shall pay SCWD and SMWD a delinquency payment of 2% of the outstanding balance for any late payment and an additional 2% for each 30 days the payment is delinquent thereafter.

Within 30 days following receipt of an invoice from SCWD or SMWD related to any SOCWA audit or expense reconciliation, the Parties will reconcile any overor under-payments identified in that audit or reconciliation, and will pay or reimburse such payments as applicable.

5.4 Administrative Fee. In addition to costs assessed by SOCWA for MNWD’s PC5-related expenses, MNWD shall pay to both SCWD and SMWD an annual administrative fee of $10,000. MNWD will pay the full administrative fee along with MNWD’s payment of the first invoice sent by SCWD or SMWD each fiscal year. The Administrative Fee amount will increase by 3% at the beginning of each fiscal year. Within 30 days after the full execution of this Agreement, MNWD shall also pay to both SCWD and SMWD a one-time payment of $15,000 each to reimburse SCWD and SMWD for their legal costs and staff time to prepare this Agreement.

6. Term. The term of this Agreement shall be 20 years from the Effective Date (Initial Term). This Agreement will automatically extend on a yearly basis after the Initial Term but may be terminated by MNWD at any time after the Initial Term with twelve (12) months written notice to SCWD and SMWD. Should MNWD terminate this Agreement, MNWD shall reimburse SCWD and SMWD for MNWD’s proportional share of any outstanding amortized capital costs for projects awarded to provide additional capacity for MNWD, and for any replacement and refurbishment projects awarded to sustain MNWD’s capacity and the overall operations of the SJCO Outfall and/or the Pump Station in anticipation of MNWD’s continued use. If either/both of SCWD or SMWD cease to own capacity in the San Juan Creek Ocean Outfall and/or the Pump Station (aside from MNWD’s assigned capacity), SCWD and/or SMWD shall be relieved of their obligations to reserve and maintain MNWD’s assigned capacity under Section 3 of this Agreement.

Prior to either/both of SCWD and SMWD’s cessation of capacity ownership, SCWD and/or SMWD agree to the following reversionary right and order of assignment: (1) SCWD and/or SMWD shall assign MNWD’s capacity, subject to the terms of this Agreement, to a PC 5 Member who agrees to accept the capacity, (2) SCWD and/or SMWD shall assign to a SOCWA Member, subject to the terms of this Agreement, who agrees to accept the capacity, or (3) if there are no SOCWA Members who agree to accept the capacity, the capacity rights shall automatically revert to MNWD.
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5 7. Liability.

7.1 MNWD Continued Liability Related to MNWD Assigned Capacity.

MNWD shall remain liable for all liabilities arising out of MNWD’s use of MNWD Assigned Capacity and MNWD’s use of PC5 facilities, programs, and services.

MNWD shall remain liable for their continued use of PC 5 facilities utilizing SCWD and SMWD’s capacity rights in the same manner, and to the same extent, that MNWD would have been liable for use of PC 5 facilities had MNWD not withdrawn from SOCWA. Any costs or liability arising out of, or otherwise incurred, to the extent arising from MNWD’s discharges to the SJCOO or Pump Station, or MNWD use, operation, maintenance or repair of any facilities within the purview of PC 5, shall continue to the responsibility of MNWD and not the other Parties to this Agreement, and MNWD shall hold the other Parties to this Agreement harmless in proportion to additional costs and liabilities attributable to MNWD’s ongoing operations that utilize PC 5 facilities.

7.2 MNWD shall defend at its own expense, indemnify, and hold harmless SCWD and SMWD, their directors, officers, employees, and authorized volunteers from and against any and all damages, costs, losses, claims, legal actions, or other liabilities (including legal fees and costs) arising out of (a) this Agreement, including any legal actions brought by third parties challenging the validity of this Agreement; and (b) SCWD’s and SMWD’s assumption of (i) MNWD’s rights and obligations pursuant to the PC 5 Agreement, and (ii) MNWD’s Assigned Capacity, or any exceedance thereto in PC 5 and/or in the SJCO Outfall and/or the Pump Station. It is the intent of the Parties that SCWD and SMWD not assume or incur any liability arising from SCWD and SMWD assuming MNWD’s rights and obligations under this Agreement.

8. Incremental Additional Costs and/or Liability Resulting From Assignment. As stated in Section 7, it is the intent of the parties that SCWD and SMWD not assume or incur any additional costs and/or liability as a result of assuming MNWD’s capacity rights and obligations under this Agreement. As such, MNWD shall reimburse SCWD and SMWD an amount equal to any costs and/or liability assessed on or incurred by SCWD and/or SMWD as a consequence of SCWD and SMWD accepting MNWD’s assignment of capacity herein that arises from any claims relating to the debts, liabilities, obligations, or facilities owned or operated by SOCWA or any of its Project Committees, that arise on or after the Effective Date of this Agreement. For example, if the amount of any such costs and/or liability is calculated on the basis of capacity interest owned by SCWD or SMWD, inclusive of that capacity assigned herein, the amount of reimbursement due SCWD or SMWD from MNWD shall be the amount by which the assigned capacity herein increases the amount of said unforeseen costs and/or liability incurred by SCWD or SMWD under this Agreement. However, SCWD or SMWD shall notify MNWD at the earliest reasonable time of the amount of said costs and/or liability, the basis for and/or calculation of said costs and/or liability, and allow MNWD sixty (60) days from receipt of said costs to review or audit said costs and/or liability to ensure compliance with this Section 8, and to request that SCWD or SMWD consider or request that SOCWA consider a monetary adjustment if called for by that review or audit.
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6 9. Effect on Prior Rights. The terms of this Agreement govern the Parties and supersede all contrary terms in prior agreements between the Parties, including but not limited to the Joint Exercise of Powers Agreement Creating South Orange County Wastewater Authority dated July 1, 2001, amended concurrently with this Agreement. The terms of this Agreement are incorporated into the Withdrawal Agreement and do not supersede that agreement.

10. SOCWA Dissolution. If SOCWA dissolves or at any time ceases to own the Facilities, then SCWD and SMWD will continue to reserve MNWD’s Assigned Outfall Capacity for MNWD’s on-going use subject to the substantive terms and conditions of this Agreement.

11. Amendment. This Agreement may be amended from time to time with the prior written approval of the Parties. If the governance of SOCWA or the ownership of the SJCO Outfall is changed in any way that would make continued implementation of this Agreement impracticable or impossible, then the Parties will meet and confer and work in good faith to arrange for a form of continued partnership on the SJCO Outfall to provide for the mutual benefit of the Parties.

12. Duty of Good Faith and Fair Dealing. The Parties anticipate that in connection with the SJCO Outfall their interests are identical and non-competitive. SCWD and SMWD shall ensure that if any issues arise at SOCWA in which SCWD and SMWD’s interests and MNWD’s interests diverge, then SCWD and SMWD shall keep MNWD apprised of those issues and meet and confer with MNWD about any future actions. SCWD and SMWD shall advise MNWD of any material changes to SOCWA or its Project Committees that could affect MNWD’s interests under this Agreement.

13. Integration and Governing Law. This Agreement represents the entire understanding of the Parties with respect to the matters covered by this Agreement. To the extent that it contradicts or varies from this Agreement, no prior oral or written understanding shall be of any force or effect with respect to the matters covered by this Agreement. This Agreement is governed by the laws of the State of California and shall be construed as if drafted by all Parties.

14. Third Parties. This Agreement does not create any third-party beneficiary or any rights in any person or party other than the Parties.

15. Signing Authority. Each Party represents and warrants that each person or persons executing this Agreement on its behalf is duly authorized to do so by the respective Party and that this Agreement shall bind the Parties.

16. Notices. Any written notice required by this Agreement shall be made by U.S. mail or by reliable overnight courier and delivered to the following address, together with a courtesy copy by email:

To MNWD: Moulton Niguel Water District
26161 Gordon Road
Laguna Hills, CA 92653
Attn: General Manager/Joone Kim-Lopez
By email to: [email protected]
To SMWD: Santa Margarita Water District
26111 Antonio Parkway
1505
7 Las Flores, CA 92688
Attn: General Manager/Robb Grantham
By email to: [email protected]
To SCWD: South Coast Water District
31592 West Street
Laguna Beach, CA 92651
Attn: General Manager/Rick Shintaku
cc by email to: [email protected]
To CSC: City of San Clemente
910 Calle Negocio
San Clemente, CA 92673
Attn: _______________
By email to: ___________
Any Party may, by written notice to the other, designate a different address or addressee, which will be substituted immediately for that specified above.

17. Specific Performance. The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the Parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity.

18. Dispute Resolution. The Parties agree that the maintenance of a cooperative and mutually beneficial relationship between them is an important aspect of this Agreement, and the Parties therefore intend to provide means for resolving any disputes, claims, or controversies that may arise during the course of this Agreement in an efficient manner to avoid resorting to legal actions against one another, if feasible. Therefore, except for any claim or action filed by a nonparty to this Agreement, any dispute, claim, or controversy arising from the interpretation of this Agreement or the performance of any Party (“Dispute”) shall be first submitted to a three-step dispute resolution process that includes, in sequence: (1) an informal meet and confer process between representatives designated by all the Parties to the Dispute, (2) mediation, and (3) binding arbitration as to findings of fact. Notwithstanding the foregoing, the Parties reserve the right to seek equitable relief in exigent circumstances where timely relief is required to protect human health or the environment.

18.1 Informal Meet and Confer. The Party asserting such a Dispute may, within 30 days from the date the Dispute has arisen, serve written notice upon the others that a Dispute exists, and each Party to the Dispute shall then within 14 days designate one or more representatives and shall establish a time and place at which to meet and confer in mutual good faith to resolve the Dispute.

18.2 Mediation. If, after a reasonable amount of time and effort have elapsed, a resolution of the Dispute has not been established to the mutual satisfaction of all Parties to the Dispute, any Party may then initiate a mediation process by serving a written notice of the election to mediate upon the other(s). In the event the election to mediate a Dispute is invoked by any Party to the Dispute, a request for mediation 1506
8 shall be submitted within 30 days to a mediation service such as the Office of the American Arbitration Association in or nearest to Orange County, California and the mediation shall be initiated and conducted in accordance with rules and procedures for mediation then in effect with the mediation service, or by any other rules and procedures mutually agreeable to the Parties. Any statements made during mediation shall remain confidential and may not be disclosed without consent of all mediation participants.

18.3 Arbitration. If mediation does not resolve the Dispute, any Party to the Dispute may then elect arbitration by providing a written notice of such election to the other Parties. Such request must be mailed to the other Parties within 30 days following the conclusion of mediation. Upon serving written notice upon the other Parties, the request for arbitration shall be submitted to an arbitration service such as the Judicial Arbitration and Mediation Services, Inc. and the arbitration rules and procedures then in effect with the service shall control the arbitration, unless all Parties to the Dispute mutually agree to alternative rules and procedures to control arbitration. The Parties agree the arbitration shall occur in Orange County, California.

18.4 Arbitrator and Binding Findings of Fact. The arbitrator shall decide the Dispute in accordance with the law, and the arbitrator’s award shall be subject to review as to the arbitrator’s application of the law by any court having jurisdiction thereof, whether or not any mistake of law shall appear upon the face of the award.

The arbitrator shall award the prevailing party (as defined in Code of Civil Procedure §1032(a)(4)) their reasonable attorney’s fees and costs, to include the cost of the arbitration. As to all questions of facts, only, the determination of the arbitrator shall be final and binding upon all Parties to the Dispute. Any Party to the Dispute shall be entitled to written findings of fact and conclusions of law as to all issues determined by the award. Subject to the above limitations, any Party to the Dispute may file the arbitrator’s award in any court having jurisdiction thereof.

18.5 Other Remedies and Continued Performance Under the Agreement.

Nothing in this procedure shall prohibit the Parties from seeking other remedies available to them at law or in equity, including, but not limited to, specific performance. During the course of any proceeding to resolve a Dispute, the Parties shall continue to perform any duties or obligations existing under the Agreement.

19. Force Majeure. No Party shall be responsible for any delay or failure in complying with the terms of this Agreement where such delay or failure is due to acts or events beyond the reasonable control of the Party, including but not limited to fire, flood, hurricane/tornado, cyclone, explosion, labor strikes, labor disputes, picketing, lockout, transportation embargo or acts of God, civil riot or insurrection, terrorist acts, pandemic or epidemic, acts of the federal, state, or municipal government or any agency thereof or judicial action (“Force Majeure”), excluding such acts to the extent that the effect of such acts can be mitigated by the use of alternate sources, business continuity plans and other reasonable actions timely taken. In the event of Force Majeure, the Party affected by such Force Majeure event shall promptly give a written notice thereof to the other Parties describing (a) the Force Majeure event, (b) the obligations which it is unable to perform due to such Force Majeure event, and (c) its projection of the expected period of delay or inability 1507
9 to perform due to such Force Majeure event. Notwithstanding the foregoing, the Party unable to perform because of a Force Majeure event shall use reasonable good faith efforts to restore services or performance required by that its agreement as soon as practicable, and if the Party suffering from the Force Majeure event is not able to perform within ninety (90) calendar days after the event giving rise to the excuse of Force Majeure, the Parties shall meet and confer in good faith to try to resolve the performance issues.

20. Severability. If any provision of this Agreement, for any reason, is held to be invalid, illegal, or unenforceable in any respect that invalidity, illegality, or unenforceability will not affect any other provision of this Agreement, but this Agreement will be construed as if the invalid, illegal, or unenforceable provision had never been set forth herein, and the remainder will be enforceable to the fullest extent permitted by law.

21. Successors & Assigns. The terms of this Agreement are binding upon and will inure to the benefit of and be enforceable by the respective successors and assigns of the Parties.

22. Authority to Execute; Counterparts; and Electronic Signatures. Each Party represents and warrants that it has the full power and authority to execute this Agreement. This Agreement may be executed in counterparts and/or electronically (e.g., via DocuSign), each of which shall be deemed an original and all of which shall constitute one instrument. A faxed, .pdf, scanned or other electronic copy of the fully executed original version of this Agreement shall have the same legal effect as an executed original for all purposes.

The Parties are signing this Agreement as of the dates indicated below. [SIGNATURES CONTINUED ON NEXT PAGE]
“SCWD”
South Coast Water District,
a county water district
By:

Name:

Title:

By:

Name:

Title:
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10 AS15072.0866833 4868-3101-2598v1 “MNWD”
Moulton Niguel Water District,
a California water district
By:

Name:

Title:

By:

Name:

Title: “CSC
”
City of San Clemente,
a California municipality
By:

Name:

Title:

By:

Name:

Title: “SMWD
”
Santa Margarita Water District,
a California water district
By:

Name:

Title:

By:

Name:

Title:
1509
Attachment 6
1510
1511
1512
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1514
910 Calle Negocio
2nd Floor
San Clemente, California
www.san-clemente.org

AGENDA REPORT

CITY OF SAN CLEMENTE

CITY COUNCIL MEETING
CITY OF SAN CLEMENTE 1
Meeting Date: November 19, 2024 Agenda Item: 11O.

Submitted By: Finance and Administrative Services
Prepared By: Brian Brower, Administrative Services Director Subject:
..titl e
CONSIDERATION OF RESOLUTION NO. 24-187 AUTHORIZING AN EXEMPTION TO THE

FORMAL SOLICITATION PROCESS FOR THE PURCHASE OF DELL SERVERS FROM SIDEPATH, INC. IN AN AMOUNT NOT TO EXCEED $72,175 ..body Fiscal Impact:

The total amount of the purchase and three years of ongoing maintenance and support is not to exceed $72,175. This amount is within the FY 2024-25 Adopted Budget in the Information Technology Fund account #063-241-45450-000-03904.

Summary:

Staff has prepared, for consideration by the City Council, Resolution No. 24-##, executing a purchase from Sidepathc, Inc. for (4) Dell servers as identified in Quote No. SIDQ51210, in an amount not to exceed $72,174, which includes the equipment, three years of Dell ProSupport Plus Mission Critical 4-Hour 7x24 On-Site Service, and implementation assistance.

City Purchasing Policy 201-2-1 identifies exemptions to the formal solicitation process when participating in a cooperative purchasing agreement or program, such as the National Association of State Procurement Officials (NASPO). NASPO is a non-profit state-lead purchasing organization that assists public agencies by offering access to competitively solicited contracts to achieve time and cost savings. In this case, the City is leveraging NASPO contract #23026 and California State Participating Addendum #7-23-70-55-01 with Dell Marketing L.P.

The IT Division has received a quote through Dell Marketing L.P. under the NASPO contract pricing for the proposed equipment and is recommending procuring the replacement hardware under the NASPO contract. Using the NASPO contract expedites the City’s purchases by eliminating the need to solicit competitive bids for each transaction.

Background:

City Policy No. 1001-1-5 governing technology equipment purchasing, renewal and replacement provides guidelines for the Information Technology Division to replace computing hardware on prescribed intervals in order to maintain system stability, reliability, and acceptable levels of performance. The policy identifies a life expectancy of five to seven years for server equipment.

The existing equipment has been in use for seven years.

The proposed purchase includes four new Servers to replace existing equipment that is nearing the end of its useful life. The equipment will update the City’s infrastructure, reduce the likelihood of system instability, and provide fault tolerance in the event of hardware failure. The 1515
Meeting Date: November 19, 2024 Agenda Item: 11O.

San Clemente City CouncilNovember 19, 2024

San Clemente City Council
November 19, 2024