Agenda packet — San Clemente City Council, January 20, 2026 (part 6 of 6)

AGREEMENT FOR GOODS/TECHNICAL SERVICES

BETWEEN

SOUTH ORANGE COUNTY WASTEWATER AUTHORITY

AND INTEGRITY MUNICIPAL SYSTEMS

FOR SERVICE AND MAINTENANCE OF ODOR CONTROL
THIS AGREEMENT (the “Agreement”) is dated as of December , 2025 (“Effective Date”) by and between South Orange County Wastewater Authority (“SOCWA”) hereinafter referred to individually as “SOCWA Entity” and collectively as “SOCWA Entities”, and Integrity Municipal Systems, hereinafter referred to as the “CONTRACTOR”, for the provision of goods and/or services to SOCWA Entities by CONTRACTOR. SOCWA Entities and CONTRACTOR may be referred to in this Agreement individually as “party” and collectively as “parties.”

TERM OF CONTRACT
Section 1.1 Term
This Agreement will begin as of the Effective Date stated above, and will continue in effect for One year (“Term”) or until terminated as provided under Section VII. This Agreement may be extended for four (4) optional annual renewals, if mutually agreed by the parties. If the option to extend is exercised, the parties will set forth any mutually agreeable changes to compensation and/or the scope of work in a written amendment to this Agreement.

SCOPE OF WORK
Section 2.1 Specific Services
CONTRACTOR shall furnish the goods and/or services which are described in the Request for Proposal described in Exhibit A hereto, which is incorporated by reference (the “Scope of Work”).

CONTRACTOR will perform the Scope of Work under this Agreement in good faith, in a competent and professional manner, and in the best interests of SOCWA Entities. CONTRACTOR will determine the method, details and means of performing the Scope of Work.

Section 2.2 Time for Completion
CONTRACTOR shall not begin the services described in the Scope of Work until receipt of SOCWA Entities' written direction to proceed. Upon receipt of such notice, CONTRACTOR shall immediately commence the work described in Exhibit A.

Time is of the essence in this Agreement. CONTRACTOR agrees to coordinate the work to ensure its timely completion and shall promptly notify SOCWA Entities of any anticipated delays or causes or casualties which may affect the work schedule. All work must be coordinated with the Chief Plant Operator, or designee. Contractor may not shut down any scrubber equipment without Chief Plant Operator, or designee, approval.

Attachment 2
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COMPENSATION
Section 3.1 Fee Schedule
In consideration for all work performed under this Agreement, SOCWA Entities agree to compensate CONTRACTOR according to the fee scheduled attached as Exhibit B, which is incorporated by reference.

The rates of compensation set forth herein shall be inclusive of all product, freight, shipping, delivery and other costs of performing the Scope of Work, but excluding sales taxes, which will be paid by SOCWA Entities.

Section 3.2 Payment

3.2.1 CONTRACTOR shall submit invoices to each of the SOCWA Entities once per month by the 15th of each month for the prior month’s services to that SOCWA Entity; invoices shall not be combined. Such invoicesshallspecify: the type and amount of goods/services furnished during the designated time period multiplied by the applicable fee rate set forth above; the total applicable sales tax; and the date(s) and location of delivery. Invoices shall be sent to the SOCWA Entity at the location identified herein for the receipt of notices.

For Contracted Services rendered for SOCWA Facilities:
email invoices to [email protected] or mail to:

SOCWA
34156 Del Obispo Street
Dana Point, CA 92629
Attn: Accounts Payable
 Invoice MUST include a PO # for respective plant where delivery was made.  SOCWA’s Fiscal Year End is June 30th all invoices must be submitted for payment by the 15th of the previous month.

For Contracted Services rendered for the City of San Clemente:

Mail invoices to:

CSC-Accounts Payable
380 Avenida Pica, Bldg. N
San Clemente, CA 92672

3.2.2 Each SOCWA Entity shall make payment to CONTRACTOR within fortyfive (45) days of receipt of an approved invoice. Each SOCWA Entity shall be responsible for payment only for those goods/services provided to that SOCWA Entity’s facility and not for goods/services provided to any other SOCWA Entity’s facility.

3.2.3 Acceptance and payment by SOCWA Entities for goods/services furnished hereunder, will not in any way relieve the CONTRACTOR of its responsibility to perform the Scope of Work in strict compliance with this Agreement and relevant laws and regulations. Neither SOCWA Entities’ acceptance of, nor payment for any services will be construed to operate 959

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as a waiver of any rights SOCWA Entities have under this Agreement or any cause of action or claim arising from this Agreement.

OBLIGATIONS OF CONTRACTOR
Section 4.1 Tools, Materials, Equipment
CONTRACTOR will supply all tools, materials, and equipment required to perform the Scope of Work under this Agreement. CONTRACTOR shall ensure that any such tools, materials, and equipment brought onto the SOCWA Entities’ property or facilities are clean, well maintained and in good condition. Except as necessary and in emergencies, CONTRACTOR shall not undertake any repairs or maintenance of its tools, materials or equipment on SOCWA Entities’ property or facilities.

Section 4.2 Permits, Licenses and Certifications
CONTRACTOR shall secure and maintain in good standing any and all permits, licenses and certifications required to perform the Scope of Work.

Section 4.3 Contractor’s Qualifications
CONTRACTOR represents that its employee(s) has the qualifications and skills necessary to perform the services under this Agreement in a competent, professional manner, without the advice or direction of SOCWA Entities. This means CONTRACTOR is able to fulfill the requirements of this Agreement. Failure to perform all the services required under this Agreement constitutes a material breach of the Agreement. CONTRACTOR has complete and sole discretion for the manner in which the work under this Agreement will be performed. Acceptance by SOCWA Entities of reports, and incidental professional work or materials furnished hereunder, shall not in any way relieve CONTRACTOR of responsibility for the technical adequacy of its work.

Section 4.4 Subcontracting
CONTRACTOR will be solely responsible for its subcontractors and for making sure work performed by subcontractors conforms with this Agreement. No subcontractor shall be considered a beneficiary to this Agreement.

Section 4.5 Employer Obligations
CONTRACTOR shall be solely responsible for paying all federal and state employment and income taxes for its employees, for carrying workers’ compensation insurance and for otherwise complying with all other employment law requirements with respect to CONTRACTOR and its employee(s).

Section 4.6 Safety
CONTRACTOR shall be solely and completely responsible for the safety of all CONTRACTOR employees, including employees of any subcontractors, during performance of the Scope of Work.

CONTRACTOR shall ensure that such employees have adequate training on relevant safety 960

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matters and that they are issued any and all necessary personal protective equipment.

CONTRACTOR shall fully comply with all laws, rules, regulations and ordinances relating to safety of the public and workers, whether federal, state or local and shall comply with any of SOCWA Entities policies concerning safety that are provided to CONTRACTOR.

Section 4.7 Compliance with Laws/Rules
In performing the Scope of Work specified in this Agreement, CONTRACTOR agrees to comply with all laws, rules, regulations and ordinances, whether federal, state or local, and any and all SOCWA Entity policies, procedures, departmental rules and other directives applicable to the goods and/or services to be furnished and provided by SOCWA Entities to CONTRACTOR, including those identified in the SOCWA Safety Acknowledgement, attached as Exhibit C and incorporated by reference. Any changes to SOCWA Entity policies and procedures that relate to CONTRACTOR will be provided to CONTRACTOR in writing. CONTRACTOR agrees to review such policies, procedures, rules and directives the contents of which CONTRACTOR will be deemed to have knowledge.

Section 4.8 Clean-Up and Remediation
CONTRACTOR shall be responsible for cleaning-up and removing any and all trash, grease, oil and debris that CONTRACTOR generates as a result of performing the Scope of Work.

CONTRACTOR shall be responsible for the cleaning and remediation of any spills or discharge at SOCWA Entities’ facilities resulting from CONTRACTOR’s performance of the Scope of Work. CONTRACTOR shall restore SOCWA Entities’ facilities to their pre-existing condition except as expressly allowed by the Scope of Work.

Section 4.9 Assignment to Awarding Body
In entering into this Agreement to supply goods, services or material CONTRACTOR offers and agrees to assign to SOCWA Entities all rights, titles and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Section 15) or under the Cartwright Act (Chapter 2 [commencing with section 16700] of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services or material pursuant to this Agreement. This assignment shall be made and become effective at the time SOCWA Entities tender final payment to CONTRACTOR, without further acknowledgement by the parties.

INSURANCE
Section 5.1 General Liability
CONTRACTOR and each of its subcontractors shall maintain throughout the term of this Agreement a general liability policy of insurance, including coverage for products and completed operations, bodily injury and/or death, personal and advertising injury, and property damage claims which may arise from or in connection with the performance of the work under this Agreement by CONTRACTOR and its subcontractors, and each of their agents, representatives, or employees. General Liability insurance shall be comprehensive in form and shall be on a “per occurrence” basis in a minimum amount of Three Million Dollars ($3,000,000) per occurrence. 961

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Such coverage shall be written on Insurance Services Office (“ISO”) Form CG 00 01, or equivalent.

Section 5.2 Automobile Liability
CONTRACTOR and each of its subcontractors shall maintain throughout the term of this Agreement an automobile liability policy of insurance to cover claims, injury, death, loss or damage, accidents from the use or operation of any automobiles, trucks and/or other mobile or stationary equipment, whether owned, non-owned or hire. Auto coverage shall be issued with a limit no less than One Million Dollars ($1,000,000) per accident for bodily injury and property damage.

Section 5.3 Worker’s Compensation
CONTRACTOR and each of its subcontractors shall maintain throughout the term of this Agreement workers’ compensation insurance with limits no less than the statutory limits.

Section 5.4 Required Provisions

5.4.1 All policies of insurance required under this Section shall be from insurance providers who are either admitted or licensed to do business in California, or are Surplus Lines Carriers authorized to do business in California, and who have an A.M. Best Company rating of no less than A- and a financial size category of at least Class VII, unless otherwise acceptable to SOCWA Entities.

5.4.2 All such policies shall include a provision and/or executed endorsement providing that coverage shall not be cancelled or materially altered except with thirty (30) days’ written notice to SOCWA Entities, send by certified mail, return receipt requested, or reasonable equivalent.

5.4.3 Under the General Liability and Automobile policies required pursuant to this Agreement, each SOCWA Entity, and each of their member agencies, directors, officers, employees and representatives (the “Additional Insureds”) shall be named as additional insureds under each such policy and an additional insured endorsement at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10 and CG 20 37, if later revisions are used, shall be provided to SOCWA.

5.4.4 CONTRACTOR shall provide duly-authorized and, as applicable, executed original certificates and endorsements for all insurance required pursuant to this Agreement on forms approved by SOCWA Entities in conformity with all requirements of this Agreement prior to commencement of any work hereunder. If any of the required coverages expire during the term of this Agreement, CONTRACTOR shall deliver renewal certificates to SOCWA Entities at least ten (10) days prior to the expiration date.

5.4.5 For any claims related to this Agreement, CONTRACTOR’s insurance coverage shall be primary insurance as respects the Additional Insureds. Any insurance or selfinsurance maintained by the Additional Insureds shall be excess of the CONTRACTOR’s (and its subcontractor’s) insurance, and shall not contribute to such insurance. 962

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Section 5.5 Deductibles
Any deductibles or self-insured retentions must be declared in writing and approved by SOCWA Entities. At the option of any SOCWA Entity, either: the insurance provider(s) shall reduce or eliminate such deductibles or self-insured retentions as respects the SOCWA Entity, and each of their directors, officers, employees, and representatives; or the CONTRACTOR shall provide a financial guarantee satisfactory to the SOCWA Entity guaranteeing payment of losses and related investigations, claim administration and defense expenses.

Section 5.6 Waiver of Subrogation
CONTRACTOR hereby agrees to waive rights of subrogation against SOCWA Entities and the Additional Insureds which any of CONTRACTOR’s insurers may acquire from CONTRACTOR by virtue of the payment of any loss. CONTRACTOR agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation.

INDEMNITY
Section 6.1 Contractor’s Duty to Indemnify and Defend
To the maximum extent permitted by law, CONTRACTOR shall indemnify, defend, and hold harmless each SOCWA Entity and each of their directors, officers, employees, representatives or agents (collectively “SOCWA Indemnitees”) from and against any and all losses, liabilities, claims, suits, actions, damages, costs and expenses (including attorney fees and costs to defend) and causes of action of every nature, including personal injury, bodily injury, loss of life, or damage to property, any violation of federal, state, or municipal law or ordinance resulting in penalties or fines, and environmental investigations, monitoring, containment, abatement, removal, repair, cleanup, restoration or remedial work (hereinafter, “Claims”) that SOCWA Indemnitees may incur to the extent caused by the negligent acts, errors, or omissions of the CONTRACTOR, including CONTRACTOR’s officers, officials, directors, employees, subcontractors, agents, representatives, volunteers, successors, assigns or anyone for whom CONTRACTOR is legally responsible.

6.1.1 CONTRACTOR shall cooperate with and do whatever is necessary to protect SOCWA Indemnitees from any such Claims.

6.1.2 CONTRACTOR shall defend SOCWA Indemnitees, at CONTRACTOR’s own cost, expense and risk, from any and all such aforesaid Claims or other proceedings of any kind that may be brought or instituted against SOCWA Indemnitees. CONTRACTOR and SOCWA Indemnitees shall be jointly represented by legal counsel, unless there is a conflict of interest, and CONTRACTOR shall pay SOCWA Indemnitees’ reasonable attorneys’ fees and costs as they are incurred. SOCWA Indemnitees shall be consulted regarding and shall approve the selection of legal counsel. Should separate legal counsel be necessary for SOCWA Indemnitees, as determined by SOCWA Indemnitees, CONTRACTOR shall pay for the reasonable attorneys’ fees and costs including expert witness fees, as such fees and costs are incurred and within thirty (30) days of receipt of an invoice, for SOCWA Indemnitees’ legal counsel in addition to CONTRACTOR’s own legal fees and costs. In all circumstances, SOCWA Indemnitees reserve 963

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the right to retain their own attorneys. CONTRACTOR shall not agree without SOCWA Indemnitees’ prior written consent to any settlement on SOCWA Indemnitees’ behalf.

6.1.3 If CONTRACTOR is obligated to defend SOCWA Indemnitees pursuant to this Section, and fails to do so after reasonable notice from SOCWA Indemnitees, SOCWA Indemnitees may defend themselves and/or settle such Claims, and CONTRACTOR shall pay to SOCWA Indemnitees any and all liabilities incurred in relationship with SOCWA Indemnitees’ defense and/or settlement of such Claims.

6.1.4 CONTRACTOR’s indemnification, hold harmless and defense obligation shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for CONTRACTOR, subcontractor, supplier or other person under workers’ compensation acts, disability acts or other employee acts or the insurance required by this Agreement. CONTRACTOR’s indemnification, hold harmless and defense obligation shall not be restricted to insurance proceeds, if any, received by CONTRACTOR or Indemnified Parties.

Provision of insurance coverage as required by this Agreement shall not affect CONTRACTOR’s indemnity obligations.

Section 6.2 SOCWA Entities’ Duty to Indemnify
Each and every SOCWA Entity (as listed above) shall indemnify and hold harmless each and every other SOCWA Entity and each of their directors, officers, employees, representatives or agents (collectively “SOCWA Indemnitees”), from and against any and all losses, liabilities, claims, suits, actions, damages, costs and expenses and causes of action of every nature, including personal injury, bodily injury, loss of life, or damage to property, any violation of federal, state, or municipal law or ordinance resulting in penalties or fines, and environmental investigations, monitoring, containment, abatement, removal, repair, cleanup, restoration or remedial work (hereinafter, “Claims”) that SOCWA Indemnitees may incur that arise out of, pertain to or relate to the negligence, recklessness, or willful misconduct of the SOCWA Entity from which indemnity is sought.

A SOCWA Entity’s duty to indemnify under this Section shall be effective only as to those Claims arising from that SOCWA Entity’s own negligence, recklessness, or willful misconduct and is owed only to the SOCWA Entity or Entities with Claims arising therefrom. SOCWA Entities shall not be jointly and severally liable for Claims under this Agreement.

Section 6.3 Survival
CONTRACTOR acknowledges and agrees to the provisions of this Section and that they are a material element of consideration. CONTRACTOR’s obligations pursuant to this Section shall survive the expiration or termination of this Agreement and/or the performance or completion of any or all services and work provided under this Agreement. 964

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TERMINATION
Section 7.1 Termination by SOCWA Entities
Each and every SOCWA Entity may individually terminate this Agreement as a result of CONTRACTOR’s breach of any term or condition herein as respects such SOCWA Entity, by providing written notice to CONTRACTOR. The notice shall provide CONTRACTOR with at least ten (10) calendar days to cure the deficiency. If within ten (10) calendar days CONTRACTOR fails to cure the deficiency to the satisfaction of the terminating SOCWA Entity or Entities, the Agreement will terminate immediately or upon such other date as may be specified in the notice; although the Agreement will remain in effect between CONTRACTOR and any SOCWA Entity that was not a party to the notice of termination. CONTRACTOR shall cease to perform the Scope of Work for those SOCWA Entities providing notice upon the effective date of termination and shall not be entitled to payment for any fees or costs incurred after the effective date of termination unless otherwise agreed by the parties.

Section 7.2 Termination by Contractor
CONTRACTOR may terminate this Agreement with any SOCWA Entity a result of that SOCWA Entity’s breach of any term or condition herein, by providing written notice to all the SOCWA Entities that identifies the specific SOCWA Entity allegedly in breach. The notice shall provide the SOCWA Entity or Entities with at least ten (10) calendar days to cure or resolve the deficiency.

If within ten (10) calendar days the SOCWA Entity or Entities fail to cure or resolve the deficiency to the satisfaction of CONTRACTOR, the Agreement will terminate immediately or upon such later date as may be specified in the notice; although the Agreement will remain in effect between CONTRACTOR and any SOCWA Entity not in breach or that timely cures or resolves the alleged breach.

Section 7.3 Effect of Termination
Early termination of this Agreement under this Section shall be effective only as to and between the party or parties in breach and the party or parties that have issued the notice of termination.

The Agreement shall remain in effect as to those parties not in breach, that have cured or resolved the alleged breach, or are not named in the notice of termination.

Section 7.4 Compensation Upon Termination
Following termination, SOCWA Entities will pay to CONTRACTOR the reasonable value of goods and services necessarily performed up to the effective date of the termination, minus any costs reasonably incurred by SOCWA Entities as a result of CONTRACTOR’s breach.

WARRANTY
Section 8.1 Warranty of Work and Materials

8.1.1 CONTRACTOR guarantees all work and materials pursuant to this Agreement against defect for period of one (1) year from the date of completion of all work or 965

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supply of materials, except where longer warranty periods are specifically stated. Any defective material or workmanship which may be discovered before completion all work or within one (1) year thereafter shall be corrected immediately by CONTRACTOR at its own expense notwithstanding that it may have been overlooked in previous inspections and estimates. Any work to correct a defect in workmanship and/or replacement materials shall additionally be guaranteed by CONTRACTOR for a period of one (1) year from the date of completion of such corrective work or replacement of materials.

8.1.2 Failure to inspect the work or materials at any stage shall not relieve CONTRACTOR from any obligation to perform sound and reliable work as herein described. It is CONTRACTOR’S ultimate responsibility to complete all work as required by this Agreement.

8.1.3 During the one (1) year warranty period, should CONTRACTOR fail to remedy defective material and/or workmanship, or to make replacements within five (5) days after written notice by a SOCWA Entity, it is agreed that the SOCWA Entity may make such repairs and replacements and the actual cost of the required labor or materials shall be chargeable to and payable by CONTRACTOR.

Section 8.2 Non-Exclusive
The warranty provided herein shall not be in lieu of, but shall be in addition to, any warranties or other obligations otherwise imposed by this Agreement or by law. The remedies provided herein shall not be exclusive and SOCWA Entities shall be entitled to any and all remedies provided by law.

PREVAILING WAGE LAW
CONTRACTOR shall comply with the requirements of this Section with respect to any installation, repair, maintenance or other work constituting a public works under California Labor Code sections 1720 et seq. and 1770 et seq., and California Code of Regulations, title 8, section 16000 et seq. (collectively, “Prevailing Wage Laws”).

Section 9.1 Registration
CONTRACTOR must be, and must require its subcontractors to, be registered with the California Department of Industrial Relations (“DIR”) pursuant to Labor Code section 1725.5, prior to execution of this Agreement. No contractor or subcontractor may be listed on a bid proposal for a public works project, or may be awarded a contract for public work on a public works project, unless it registers with and pays an annual fee to the DIR. CONTRACTOR shall submit proof of current registration, and shall require subcontractors to submit proof of current registration, to SOCWA Entities prior to commencing work on the project. This registration requirement does not apply to work performed on a public works project of twenty-five thousand dollars ($25,000) or less when the project is for construction, alteration, demolition, installation, or repair work or to work performed on a public works project of fifteen thousand dollars ($15,000) or less when the project is for maintenance work.
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Section 9.2 Prevailing Wages
CONTRACTOR agrees to comply with and require its subcontractors to comply with the requirements of Prevailing Wage Laws and any additional applicable California Labor Code provisions related to such work including without limitation payroll recordkeeping requirements.

CONTRACTOR and its subcontractors shall pay not less than the prevailing rate of per diem wages as determined by the Director of the DIR for all services described in this Agreement and as required by law. The general prevailing wage determinations can be found on the DIR website at: http://www.dir.ca.gov. Copies of the prevailing rate of per diem wages may be accessed at SOCWA’s administrative office, and shall be made available upon request. CONTRACTOR shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the services described in this Agreement available to interested parties upon request, and shall post and maintain copies at CONTRACTOR’S principal place of business and at all site(s) where services are performed. Penalties for violation of Prevailing Wage Laws may be assessed in accordance with such laws. For example, CONTRACTOR shall forfeit, as a penalty to SOCWA Entities, Two Hundred Dollars ($200) for each calendar day, or portion thereof, for each workman paid less than stipulated prevailing rates for services performed under this Agreement by him, or any subcontractor under him, in violation of Prevailing Wage Laws.

CONTRACTOR shall defend, indemnify and hold each SOCWA Entity, and each of their respective officials, officers, directors, employees, agents and volunteers free and harmless from any claims, liabilities, costs, penalties or interest arising out of the failure or alleged failure of CONTRACTOR or its subcontractors to comply with Prevailing Wage Laws.

Section 9.3 Payroll Records
CONTRACTOR and each of its subcontractors shall keep accurate payroll records showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker or other employee employed by CONTRACTOR or subcontractor in connection with the services performed pursuant to this Agreement. Each payroll shall be certified, available for inspection, and electronic copies thereof furnished directly to the Labor Commissioner (also known as the Division of Labor Standards Enforcement) (A) at least monthly or more frequently or (B) in a format prescribed by the Labor Commissioner, as prescribed in California Labor Code section 1776, including any required redactions. CONTRACTOR shall keep SOCWA Entities informed as to the location of the records and shall be responsible for the compliance with these requirements by all subcontractors. CONTRACTOR shall inform SOCWA Entities of the location of the payroll records, including the street address, city and county and shall, within five (5) working days, provide a notice of any change of location and address. Penalties for noncompliance include a forfeiture of One Hundred Dollars ($100) per calendar day, or portion thereof, for each worker until strict compliance is effectuated, which may be deducted from any moneys due CONTRACTOR.

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to work more than eight (8) hours in any one (1) calendar day and forty (40) hours in any calendar week in violation of the provisions of the California Labor Code, in particular, sections 1810 to 1815, thereof, inclusive, except services performed by employees of CONTRACTOR and its subcontractors in excess of eight (8) hours per day at not less than one and one-half (1 ½) times the basic rate of pay, as provided in California Labor Code section 1815.

Section 9.5 Apprentices
CONTRACTOR’S attention is directed to the provisions of California Labor Code sections 1777.5, 1777.6 and 1777.7 concerning employment of apprentices by CONTRACTOR or any of its subcontractors. If applicable to the services to be performed under this Agreement, CONTRACTOR shall comply with such apprenticeship requirements and submit apprentice information to SOCWA Entities. Information relative to apprenticeship standards, wage schedules and other requirements may be obtained from the DIR or from the Division of Apprenticeship Standards. Knowing violations of section 1777.5 will result in forfeiture not to exceed One Hundred Dollars ($100) for each calendar day of non-compliance pursuant to section 1777.7.

Section 9.6 Subcontractors
CONTRACTOR shall require any subcontractors performing services under this Agreement to comply with all of the above.

GENERAL
Section 10.1 Entire Agreement/Modification/Interpretation This Agreement represents the entire understanding of SOCWA Entities and CONTRACTOR as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may not be amended, modified or altered except in writing, signed by the parties. This Agreement shall not be construed against the party preparing it, but shall be construed as if both parties prepared it.

Section 10.2 Supremacy
In the event of any conflict between this Agreement and any attachments hereto, this Agreement shall prevail.

Section 10.3 Notices
Any notice required or permitted to be given hereunder if not otherwise specified herein may be given or delivered by depositing the same in the United States Post Office, registered or certified, postage prepaid, or by personal service or hand delivery, and addressed to:

SOCWA: Attn: Amber Boone, General Manager
South Orange County Wastewater Authority
34156 Del Obispo Street
Dana Point, CA 92629
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City of San Clemente:Attn: City Clerk
910 Calle Negocio
San Clemente, CA 92672
CONTRACTOR: Attn: Kingston Leung
Integrity Municipal Systems LLC
13135 Danielson St., Suite 204
Poway, CA 92064
Section 10.4 Governing Law and Venue
California law shall govern the interpretation of this Agreement. In the event of any legal action to enforce or interpret this Agreement, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure 394.

Section 10.5 Attorneys’ Fees
In the event an action is commenced by either party to enforce its rights or obligations arising from this Agreement, the prevailing party in such action, in addition to any other relief and recovery awarded by the court, shall be entitled to recover all costs and expenses, including court costs, plus a reasonable amount for attorneys’ fees.

Section 10.6 Severability
If any section of this Agreement or provision of this Agreement as applied to either party or to any circumstance shall be adjudged by a court of competent jurisdiction to be void or unenforceable for any reason, the same shall in no way affect (to the maximum extent permissible by law) any other provision of this Agreement, the application of any such provision under circumstances different from those adjudicated by the court, or the validity or enforceability of this Agreement as a whole.

Section 10.7 Non-Exclusive
CONTRACTOR may represent, perform services for, and contract with as many additional clients, persons, or companies as CONTRACTOR, in its sole discretion, sees fit.

Section 10.8 Independent Contractor
CONTRACTOR is an independent contractor and not an employee of SOCWA Entities.

CONTRACTOR is free from the control and direction of SOCWA Entities in connection with the performance of the work, CONTRACTOR performs work that is outside the usual course of SOCWA Entities’ business, and CONTRACTOR is customarily engaged in an independently established trade, occupation, or business of the same nature as that involved in the work performed. To the maximum extent allowable by law, CONTRACTOR agrees to indemnify, defend and hold harmless SOCWA Entities from any and all liability, damages or losses (including attorneys’ fees, costs, penalties and fines) SOCWA Entities suffer as a result of a third party’s designation of CONTRACTOR or its employee as an employee of SOCWA Entities, regardless of any actual or alleged negligence by SOCWA Entities.
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Section 10.9 No Establishment of Joint Powers
SOCWA Entities each acknowledge and agree that this Agreement is not intended to and does not establish a joint exercise of powers arrangement under and pursuant to the laws of the State with respect to contractual matters hereunder among such agencies; further, SOCWA Entities each agree that any joint powers agreements between SOCWA Entities shall have no effect on this Agreement and the rights and obligations of the parties hereunder.

Section 10.10 Authority
The person signing this Agreement on behalf of each party hereto represents he or she has authority to sign on behalf of, respectively, SOCWA Entities or CONTRACTOR.

Section 10.11 Assignment of Agreement
No assignment of this Agreement shall be effective unless agreed to in writing by both parties.

Section 10.12 Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original.

Section 10.13 Audits
If this Agreement involves an expenditure of public funds in excess of Ten Thousand Dollars ($10,000), the Agreement is subject to examination and audit of the State Auditor, at the request of SOCWA Entities or as part of any audit of SOCWA Entities, for a period of three (3) years after final payment under the Agreement. CONTRACTOR shall cooperate with SOCWA Entities regarding such audit at no charge to SOCWA Entities.

Section 10.14 Provisions Required by Law
Each and every provision of law and clause required by law to be inserted in this Agreement shall be deemed to be inserted herein, and the Agreement shall be read and enforced as though they were included herein. If through mistake or otherwise any such provision is not inserted, or is not correctly inserted, then upon the request of either party, the Agreement shall forthwith be physically amended to make such insertion.

Section 10.15 Waiver
Neither acceptance of, nor payment for any of the services provided for herein, shall be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.
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IN WITNESS WHEREOF, the parties have hereto caused this instrument to be executed the day and year first above written.

SOUTH ORANGE COUNTY WASTEWATER AUTHORITY
By: Date:

General Manager
APPROVED AS TO FORM:

By:

General Counsel

CITY OF SAN CLEMENTE
By: Date:

Andy Hall, City Manager
ATTEST:

By: ____________________________
Laura Campagnolo, City Clerk
APPROVED AS TO FORM:

By: ____________________________
Elizabeth A. Mitchell, City Attorney

INTEGRITY MUNICIPAL SYSTEMS
By: Date:

Authorized Representative
Title:
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EXHIBIT A

SCOPE OF WORK

1. Initial Assessment and Reporting – Before beginning any other service or maintenance of SOCWA equipment, Provider will conduct a complete inspection of each odor control vapor scrubber system including all internal system components for the following:

SOCWA’s six (6) scrubbers
Provider shall provide a complete written report detailing the condition of each scrubber, as well as any extraordinary work, including an estimate of parts and labor that may be required to bring any of the scrubbers up to operational standards. A report shall be submitted to the Chief Plant Operator and the report will include photographs of all components to document their current state. Any work recommended in the report will be the subject of a separate agreement and will be undertaken at the sole discretion of the plant’s owner.

2. SOCWA LO/PRO® multi-stage Odor Control Scrubber Systems – SOCWA has six (6) LO/PRO® multi-stage Odor Control Scrubber Systems. These systems are located at: J.B. Latham Treatment Plant (two (2) each), Regional Treatment Plant (three (3) each), and Coastal Treatment Plant (one (1) each). The odor control scrubber systems will be serviced every month, and acidwashed on an as-needed basis at the direction of the Plant’s Chief Operator.

3. Monthly Service – Provider will perform the following services and maintenance, according to the prescribed schedule and services outlined below:

Monthly Service, Inspection and Maintenance of the LO/PRO® multi-stage Odor Control Scrubber Systems
Calibrations
• Reset
• Minor repairs made when necessary, and consumable parts will be replaced as part of the monthly service.

System Inspection
• Recirculation Discharge Pressure
• pH and ORP each Stage
• Scrubber Differential Pressure
• Mist Eliminator Differential Pressure
• Makeup Water Flow Rate
System Performance
• Measure Inlet/Outlet H2S Concentrations Removal Efficiency • Measure Airflow Rate (Annually)
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Instrumentation
• Calibration of pH and ORP Probes
• Adjustment of Controller Settings
Electrical
• Inspection of all Electrical Parts and Control Panel
• Voltage and Amperage Measurement of all Motors
• Verification of Control Logic
Recirculation Pumps
• Check Couplings
• Check for Upset Conditions (leaks, noise, vibration, etc.) Chemical Metering Pumps
• Verify Pumps are Functioning Properly
• Check for Leaks

4. Major Repairs – Should major rebuild work be required (parts or labor in excess of $25), Provider will prepare a written estimate for the Plant’s Chief Operator’s review and written approval before any additional work is initiated.

1. Media Acid Washing – Provider shall perform an acid wash on each of the six (6) LO/PRO® multi- Stage Odor Control Scrubber Systems on an as-needed basis as requested in writing to the Plant Chief Operator. Provider shall schedule the acid wash with the Chief Operator before it is performed. Provider is responsible for providing all personnel and material as well as disposal of all material required to perform the acid wash. The cost of chemicals, disposal, new caustic, acid, and miscellaneous items will be billed in accordance with Attachment A entitled “Compensation for Services and Maintenance of Odor Control Vapor Scrubber System” and should appear on the invoice for the month in which the acid wash was performed. The acid wash for the LO/PRO® multi- Stage Odor Control Scrubber Systems will include:
a. Removal of the existing caustic
b. Disposal of caustic (*)
c. Providing necessary acid to clean scrubber
d. Disposal of acidic brine (*)
e. Disposal of rinse water (*)
f. Filling of the scrubber with fresh caustic
(*) Provider can propose to return spent chemical(s) or other liquids to the treatment plant.

The materials cannot interfere with the operations of the treatment plant or regulatory compliance of the treated effluent. Provider should describe this process in the proposal and include key parameters like pH, BOD, TSS, turbidity, etc. 973

Page 17 of 19 ends

5. Chemical Pump Preventative Maintenance (PM) – Provider shall perform on an annual basis, unless instructed otherwise by the Plant’s Chief Operator, Meter Pump preventative maintenance, which will include at a minimum oil change, diaphragm replacement, and check valve PM kits.

Labor for this service is part of the service contract; parts will be billed in accordance with Attachment A entitled “Compensation for Services and Maintenance of Odor Control and Emergency Vapor Scrubber System.”
A. Monthly Reporting – Provider will prepare and submit to each Plant’s Chief Operator a monthly written report detailing the status of each Odor Control Scrubber System. The report will detail all the inspection findings, all parts, including consumables, replaced, all minor repairs made, calibrations reset, and any recommendations made for rebuilds, overhauls, etc. The report will also include any quarterly, annual, or as needed work that may have been performed during that month. This report shall be submitted within ten (10) days working after the monthly inspection.

B. Emergency Calls – Provider will provide on-call services to rapidly return the scrubbers back to operational services. These services will be done on a time and material basis at the request of the Plant Chief Operators.
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EXHIBIT B

FEE SCHEDULE
Total compensation for services rendered to the City of San Clemente under this Agreement shall not exceed $26,655 per fiscal year.
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EXHIBIT C

SOCWA SAFETY AND ACCIDENT PREVENTION REQUIREMENTS

1. General: In addition to the requirements set forth in proposal and Contract documents, Vendor, Consultant, or Contractor ("Contractor") shall adhere to the following requirements.

2. Safety Meeting: Contractor shall meet with personnel from SOCWA's staff before the start of the Agreement. All subcontractors should be present at this meeting. Contractor is responsible for informing all subcontractors of the items discussed at this meeting. This meeting shall occur within five (5) working days of the Notice to Proceed.

3. Personal Protective Equipment: SOCWA requires, safety glasses, long pants, shirts, and safety toed footwear will be worn on the plant premises and SOCWA job sites. In addition, hard hats, safety glasses, Class 2 safety vest, and safety toed footwear are required on all construction sites and where posted. Other personal protective equipment is required where posted or required by regulation. Face shields and safety goggles shall also be required to be worn when working around pressured chemical systems at connections, disconnections, adjustments, and observations. It is the responsibility of Contractor to inform the delivery truck drivers of this obligation and train them in these requirements. Lack of safety equipment or failure to use safety equipment will be cause for termination of the Agreement.

4. Regulations: Contractor agrees to conform to all applicable Federal and State Occupational Safety and Health Act (OSHA), California Labor Code, South Coast Air Quality Management District (SCAQMD), and California Hazardous Waste and Federal Department of Transportation regulations. Lack of compliance with applicable regulations may be cause for termination of the Agreement.

5. SOCWA Policy: Contractor agrees to conform to all applicable SOCWA policies, procedures, and programs. SOCWA policy is more stringent than Cal-OSHA in many instances. Contractor shall be responsible for obtaining applicable SOCWA policies, procedures, and programs from SOCWA. Lack of compliance with applicable SOCWA policies, procedures or programs may be cause for termination of the Agreement.

6. Plant Speed Limits: The posted speed limit is 15 miles per hour. Violators of the speed limit may have their vehicle banned from the site.

7. Periodic Safety Meetings: The Contractor agrees to send representatives to periodic Contractor Safety meetings if the Contractor is on-site, or if this Agreement is in effect.

8. MSDS Sheets: Contractor shall provide SOCWA with Material Safety Data Sheets (MSDS) for all applicable materials before the material is brought on site.

9. Materials Spill Response Plan: Contractor shall have and maintain an effective materials spill response plan to minimize environmental impacts. Said plan must be forwarded in writing to SOCWA approximately 30 calendar days after the award of the Agreement, and prior to providing scheduled services.

10. Smoking: Smoking is only allowed in designated areas. Smoking is not allowed in any building, electrically classified area or process area where methane gas may be present. Lack of compliance with SOCWA Smoking policy will be cause for the removal of offending personnel from the site, termination of the Agreement, or both.

11. Training Certification: When required by regulation, certificates of training shall be maintained on-site for the duration of the activity that requires an employee to be certified.

Certificates shall be current. Lack of certificates, when required, will be cause for removal of offending personnel form the site, termination of the Agreement, or both.

12. Drug-Free Workplace: Employers awarded a contract must adhere to the California Drug-Free Workplace Act, Sections 8350 through 8357.
976
October 17, 2025

M E M O R A N D U M
TO: File
FROM: Jim Burror, Deputy GM/ Chief Engineer
SUBJECT: General Manager Purchasing Authority Assessment For Foul Air Scrubber Cleaning Contract Award
The Foul Air Scrubber Contract expires in November 2025. A Foul Air Scrubber Cleaning RFP was issued through Planet Bids in early October, and interested vendors were notified of the ongoing procurement.

SOCWA received one (1) Proposal and Integrity Municipal Services is the best value to SOCWA.

According to Policy Number: Administration 1.715 Title: SOCWA Uniform Purchasing Policy, effective 12/12/2024, Section 4.2 Original Contracts, Contingencies and Renewals:

The Board of Directors hereby delegates to the General Manager the authority to award Contracts within specified limits as follows:
a. Contracts up to $100,000 per agreement year.

The contract for the Foul Air Scrubber Contract for each of the past five years totaled:

FY24-25 $58,624.00
FY23-24 $77,149.00
FY22-23 $67,456.00
FY21-22 $69,030.00
FY20-21 $58,032.19
These totals included RTP that will not be in the next contract.

The expected annual contract value for JBL and CTP is estimated at $46,194.00 per year.

The result is that the annual value for this proposed contract will be under $100,000 per year.

Under Section 4.2a, the General Manager is authorized to approve and execute the proposed contract.

As such, I recommend that the General Manager award and execute the contract.

Attachment 3
977
Scrubber Cleaning Contract Review - 2025
Estimated Service Utilization Increased Costs by PC
PC Scrubbers Monthly Service
Events Acid Washes
Annual Inc. for
Monthly
Services (a)
Est. Annual Inc.
for Acid Washes
(b)
Total Est.

Annual Inc.
2 2 24 2 $15,816.00 $7,490.00 $23,306.00
15 1 12 4 $7,908.00 $14,980.00 $22,888.00
Total 3 36 6 $23,724.00 $22,470.00 $46,194.00
PC2 O&M Common Liquids Est. Annual Allocation
Agency Budget
Allocation % (1)
FY25-26
Expenses
Est. Annual
Cost Increase
Est. Annual
Cost Increase
%
MNWD(1) 22.34% $5,206.56 $458.86 8.81%
SCWD 24.43% $5,693.66 $501.79 8.81%
SMWD 53.23% $12,405.78 $1,093.34 8.81%
Total 100.00% $23,306.00 $2,054.00 8.81%
(1) Common Allocation
(1) C/O SCWD
PC15 O&M Common Liquids Est. Annual Allocation
Agency Budget
Allocation % (1)
FY25-26
Expenses
Est. Annual
Cost Increase
Est. Annual
Cost Increase
%
CLB 54.30% $12,428.18 $1,038.22 8.35%
EBSD 3.00% $686.64 $57.36 8.35%
SCWD 42.70% $9,773.18 $816.42 8.35%
Total 100.00% $22,888.00 $1,912.00 8.35%
(1) Common - Liquids Allocations
SOCWA Agencies Estimated Annual Totals For All PC's
Agency FY25-26
Expenses
Est. Annual
Cost Increase
Est. Annual
Cost Increase
%
CLB $12,428.18 $1,038.22 8.35%
EBSD $686.64 $57.36 8.35%
MNWD $5,206.56 $458.86 8.81%
SCWD $15,466.83 $1,318.22 8.52%
SMWD $5,693.66 $501.79 8.81%
Total $39,481.87 $3,374.45 8.55%
978
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: January 20, 2026 Agenda Item: 11J.

Submitted By: Public Works
Prepared By: Julie Schmidt, Sr. Management Analyst
Subject:
..titl e

CONSIDERATION OF A RESOLUTION APPROVING AN EXEMPTION TO THE FORMAL

SOLICITATION PROCESS, AWARDING AND AUTHORIZING THE CITY TO ENTER INTO A

REGIONAL CONTRACT BETWEEN THE SOUTH ORANGE COUNTY WASTEWATER AUTHORITY (SOCWA), ROLL OFF SOLUTIONS, INC., AND SOCWA ENTITIES, FOR GRIT

AND SCREENINGS SERVICES AT THE WATER RECLAMATION PLANT, AUTHORIZING

THE CITY MANAGER TO EXECUTE THE CONTRACT FOR AN AMOUNT NOT TO EXCEED $42,645, AUTHORIZING THE CITY MANAGER TO APPROVE UP TO FOUR ONE-YEAR

RENEWALS, AND FINDING THE ACTIONS CATEGORICALLY EXEMPT UNDER THE CALIFORNIA ENVIRONMENTAL QUALITY ACT ..body
Fiscal Impact:

The funding for Grit and Screenings Services at the City’s Water Reclamation Plant (WRP) was approved in the Fiscal Year 2026 Budget in the Sewer Operating Fund, Account Number 054- 472-43370 in the amount of $42,645. Additional funding for any contract extensions will be proposed as part of the City’s annual budget process for future fiscal years.

Summary:

The City Council is being asked to consider the award a bid and approve the City’s participation in a regional contract with SOCWA, Roll Off Solutions, Inc., and other SOCWA entities for a oneyear term for an amount not to exceed $42,645 for the City of San Clemente, approval an exemption to the formal solicitation process, and authorization for the City Manager to approve up to four optional one-year renewals to the contract for amounts not to exceed the approved budget amounts for this service in each appropriate fiscal year.

Background:

Grit and Screenings are two types of residual solids from the wastewater treatment process that are non-digestible through the wastewater treatment system. Screenings are the coarse solids removed by the mechanically cleaned bar screens at the beginning of the wastewater treatment process. These coarse solids can be paper, fecal matter, cloth, wood, or other material. Grit consists of sand and silt or other detritus material that is separated from the raw wastewater in an aerated chamber or tank following the screening step. Grit and Screenings removed from the incoming wastewater are moved via conveyors to hoppers. Grit and screenings collected in the hoppers are deposited in portable bins or trailers, which are used for transporting the material to a 979
Meeting Date: January 20, 2026 Agenda Item: 11J.

CITY OF SAN CLEMENTE 2
disposal site. Other materials may be from the collection system, plant activities, or outside sources. The material may contain grit, grease, sawdust, wood chips, sludge, or other material.

Agencies, including the City, use contractors to haul this non-recyclable material to the Simi Valley Landfill in Ventura County, which is the only landfill in Southern California that accepts this material.

The City of San Clemente has a long history of participating in various regional contracts with SOCWA and other agencies that are collectively referred to as SOCWA entities, to reduce costs for services related to the Water Reclamation Plant. The previous regional contract the City participated in through SOCWA for Grit and Screenings Services was with Athens Services, Inc., which ended in November 2025. SOCWA staff conducted a Notice Inviting Bids Process for a new contract for Grit and Screenings Services through PlanetBids in October 2025, and received three responsive and responsible bids. Roll Off Solutions, Inc. was the lowest responsible bidder, and Utilities Staff recommends participating in the SOCWA regional contract as it has in the past for these services.

Staff also recommends that the City Council approve an exemption to the formal solicitation process within the City’s Purchasing Policies and Procedures No. 201-2-1, Section XI.A.1.1.5 for “Services and/or supplies obtained from or through agreement with any governmental, public or quasi-public entity.” Here, SOCWA is a public agency and there is no reasonable possibility of obtaining better pricing commensurate with the time and effort expended for a formal solicitation.

SOCWA will enter into an initial one-year contract with fixed pricing, with four optional annual extensions that will be negotiated at the expiration of each term. A new Notice Inviting Bids will be released by SOCWA if negotiations are not successful. The fees under the new contract reflect an estimated 11.47% increase from the previous contract. The SOCWA Procurement Memorandum dated November 18, 2025 related to this contract can be found in Attachment 3.

Council Options:
 Adopt Resolution No. 26-14, which will approve an exemption to the formal solicitation process, award and authorize the City to enter into a regional contract between the South Orange County Wastewater Authority (SOCWA), Roll Off Solutions, Inc., and the other SOCWA entities for Grit and Screenings Services at the Water Reclamation Plant, authorizing the City Manager to execute the contract, and authorizing the City Manager to approve up to four optional one-year renewals.
 Modify and adopt Resolution No. 26-14.
 Continue the item and direct staff to provide additional information.  Do not adopt Resolution No. 26-14 and deny the approval of the City to enter into a regional contract between the South Orange County Wastewater Authority (SOCWA), Roll Off Solutions, Inc., and SOCWA entities for Grit and Screenings Services at the Water Reclamation Plant, and give direction to staff.
980
Meeting Date: January 20, 2026 Agenda Item: 11J.

CITY OF SAN CLEMENTE 3
Environmental Review/Analysis:

The Grit and Screenings Services at the WRP 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. Staff recommends that the City Council determine this action to be categorically exempt from the California Environmental Quality Act (CEQA) under Class 1 of the state CEQA Guidelines Section 15301 (14 CCR Section 15301, Existing Facilities). Class 1 consists of the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of existing or former use.

Recommended Actions:

Staff Recommendation ..recommendation
Staff recommends the City Council adopt Resolution No. 26-14, which would:

1. Find the actions categorically exempt from the California Environmental Quality Act (CEQA) under Class 1 of the state CEQA Guidelines Section 15301 (14 CCR Section 15301, Existing Facilities); and

2. Authorize the City to enter into the regional contract between the South Orange County Wastewater Authority (SOCWA), Roll Off Solutions, Inc., and the other SOCWA entities for Grit and Screenings Services at the Water Reclamation Plant; and

3. Approve an exemption to the formal solicitation process within the City’s Purchasing Policies and Procedures No. 201-2-1, Section XI.A.1.1.5 for Services and/or supplies obtained from or through agreement with any governmental, public or quasi-public entity; and

4. Authorize the City Manager to execute such contract in an amount not to exceed $42,645 for the initial one-year term; and

5. Authorize the City Manager to approve up to four, one-year renewals to the contract for amounts not to exceed the approved budget amounts for this service in each appropriate fiscal year.
..end
Attachments:

1. Resolution No. 26-14

2. Regional Contract with SOCWA, Roll Off Solutions, Inc. and SOCWA Entities for Grit and Screenings Services

3. SOCWA Procurement Memorandum dated November 18, 2025 Notification:

None.
981
RESOLUTION NO. 26-14

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SAN CLEMENTE, CALIFORNIA, APPROVING AN

EXEMPTION TO THE FORMAL SOLICITATION PROCESS,

AWARDING AND AUTHORIZING THE CITY TO ENTER INTO

A REGIONAL CONTRACT BETWEEN THE SOUTH ORANGE

COUNTY WASTEWATER AUTHORITY (SOCWA), ROLL OFF
SOLUTIONS, INC., AND SOCWA ENTITIES, FOR GRIT AND

SCREENINGS SERVICES AT THE WATER RECLAMATION

PLANT, AUTHORIZING THE CITY MANAGER TO EXECUTE

THE CONTRACT FOR AN AMOUNT NOT TO EXCEED
$42,645, AUTHORIZING THE CITY MANAGER TO

APPROVE UP TO FOUR ONE-YEAR RENEWALS, AND

FINDING THE ACTIONS CATEGORICALLY EXEMPT FROM

THE CALIFORNIA ENVIRONMENTAL QUALITY ACT
(CEQA) UNDER CLASS 1 OF THE STATE CEQA
GUIDELINES SECTION 15301 (14 CCR SECTION 15301,

EXISTING FACILITIES)
WHEREAS, Screenings and Grit are two types of residual solids from the wastewater treatment process which are non-digestible through the wastewater treatment system. Grit consists of sand and silt or other detritus material, and Screenings are coarse solids such as paper, fecal matter, cloth, wood, or other material; and WHEREAS, agencies, including the City, use contractors to haul this nonrecyclable material to the Simi Valley Landfill in Ventura County, which is the only landfill in Southern California that accepts this material; and
WHEREAS, the City of San Clemente has a long history of participating in various regional contracts with SOCWA and other agencies that are collectively referred to as SOCWA entities, to reduce costs for services related to the Water Reclamation Plant; and WHEREAS, the previous regional contract the City participated in through SOCWA for Grit and Screenings Services was with Athens Services, Inc., which ended in November 2025; and
WHEREAS, SOCWA staff conducted a Notice Inviting Bids Process for a new contract for Grit and Screenings Services through PlanetBids in October 2025, and received three responsive and responsible bids; and
WHEREAS, Roll Off Solutions, Inc. was the lowest responsible bidder; and WHEREAS, SOCWA will enter into an initial one-year contract with fixed pricing, with four optional annual extensions that will be negotiated at the expiration of each term. A new Notice Inviting Bids will be released by SOCWA if negotiations are not successful; and WHEREAS, the City’s Purchasing Policies and Procedures No. 201-2-1, Section Attachment 1
982
Resolution No. 26-14 Page 2
XI.A.1.1.5 provides for an exemption from formal and informal solicitation requirements for services and/or supplies obtained from or through agreement with any governmental, public or quasi-public entity.

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 fully incorporated herein.

SECTION 2. That based on a review of the entire record as a whole, these actions are categorically exempt from the California Environmental Quality Act (CEQA) under Class 1 of the state CEQA Guidelines Section 15301 (14 CCR Section 15301, Existing Facilities) because they consist of the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of existing or former use.

SECTION 3. That the City Council approves an exemption to the formal solicitation process within the City’s Purchasing Policies and Procedures No. 201-2-1, Section XI.A.1.1.5 for services and/or supplies obtained from or through agreement with any governmental, public or quasi-public entity since SOCWA is a public agency and there is no reasonable possibility of obtaining better pricing commensurate with the time and effort expended for a formal solicitation.

SECTION 4. That a one-year contract between the SOCWA, Roll Off Solutions, Inc., and SOCWA Entities, for Grit and Screenings Services at the Water Reclamation Plant is hereby awarded and authorized.

SECTION 5. That the City Manager is authorized and directed to execute the contract between the South Orange County Wastewater Authority (SOCWA), Roll Off Solutions, Inc., and SOCWA Entities for an amount not to exceed $42,645 for the initial one-year term in a form substantially similar to that presented to City Council on January 20, 2026.

SECTION 6. That the City Manager is authorized to approve up to four, one-year extensions to such contract that do not exceed the City Council approved budgeted amounts for each fiscal year.

SECTION 7. That the City Manager or his designee are authorized and directed to execute such other documents and take such other and further actions as may be necessary to accomplish the purposes of this resolution and implement the projects.

SECTION 8. The City Clerk shall certify to the passage and adoption of this resolution and enter it into the book of original resolutions.
983
Resolution No. 26-14 Page 3
PASSED AND ADOPTED this _____ day of ____________________, _______.

ATTEST:
___________________________ __________________________
City Clerk of the City of Rick Loeffler, Mayor of the City San Clemente, California of San Clemente, California
984
Resolution No. 26-14 Page 4

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. 26-14 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
985

Page 1 of 28 ends

AGREEMENT FOR GOODS/TECHNICAL SERVICES

BETWEEN

SOUTH ORANGE COUNTY WASTEWATER AUTHORITY
AND ROLL OFF SOLUTIONS, INC.

FOR GRIT AND SCREENINGS SERVICES
THIS AGREEMENT (the “Agreement”) is dated as of December __, 2025 (“Effective Date”) by and between South Orange County Wastewater Authority (“SOCWA”) and Project Committee Nos. 2, 15, and 17, Santa Margarita Water District (SMWD), Irvine Ranch Water District (IRWD), El Toro Water District (ETWD), City of San Clemente (CSC), hereinafter referred to individually as “SOCWA Entity” and collectively as “SOCWA Entities”, and Roll Off Solutions, Inc., hereinafter referred to as the “CONTRACTOR”, for the provision of goods and/or services to SOCWA Entities by CONTRACTOR. SOCWA Entities and CONTRACTOR may be referred to in this Agreement individually as “party” and collectively as “parties.”

CONTRACTOR will perform the Scope of Work under this Agreement in good faith, in a competent and professional manner, and in the best interests of SOCWA Entities.

CONTRACTOR will determine the method, details and means of performing the Scope of Work.

Time is of the essence in this Agreement. CONTRACTOR agrees to coordinate the work to ensure its timely completion and shall promptly notify SOCWA Entities of any anticipated delays or causes or casualties which may affect the work schedule. The term of this Agreement will be from the effective date as first written above until December __, 2026. There are four (4) one-year options for renewal if agreed upon by both parties.

Attachment 2
986

Page 2 of 28 ends

Section 3.2 Payment

3.2.1 CONTRACTOR shall submit invoices to each of the SOCWA Entities once per month by the 15th of each month for the prior month’s services to that SOCWA Entity; invoices shall not be combined. Such invoices shall specify: the type and amount of goods/services furnished during the designated time period multiplied by the applicable fee rate set forth above; the total applicable sales tax; and the date(s) and location of delivery. Invoices shall be sent to the SOCWA Entity at the location identified herein for the receipt of notices.

For Contracted Services rendered for SOCWA Facilities:
email invoices to [email protected]
or mail to: SOCWA
34156 Del Obispo Street
Dana Point, CA 92629
Attn: Accounts Payable
 Invoice MUST include a PO # for respective plant where delivery was made.  SOCWA’s Fiscal Year End is June 30th all invoices must be submitted for payment by the 15th of the previous month.

For Contracted Services rendered for SMWD Facilities:

Mail invoices to: SMWD - Accounts Payable
26111 Antonio Parkway
Rancho Santa Margarita, CA 92688
For Contracted Services rendered for IRWD Facilities:

Mail invoices to: IRWD Purchasing Department
P.O. Box 57000
Irvine, CA 92612
For Contracted Services rendered for ETWD Facilities:

Mail invoices to: ETWD-Accounts Payable
PO Box 4000
Laguna Hills, CA 92654
987

Page 3 of 28 ends

For Contracted Services rendered for CSC Facilities:

Mail invoices to: CSC-Accounts Payable
380 Avenida Pico, Bldg. N
San Clemente, CA 92672

Neither SOCWA Entities’ acceptance of, nor payment for any services will be construed to operate as a waiver of any rights SOCWA Entities have under this Agreement or any cause of action or claim arising from this Agreement.

Section 4.2 Permits, Licenses and Certifications
CONTRACTOR shall secure and maintain in good standing any and all permits, licenses and certifications required to perform the Scope of Work.

Page 4 of 28 ends

CONTRACTOR shall ensure that such employees have adequate training on relevant safety matters and that they are issued any and all necessary personal protective equipment.

Section 4.7 Compliance with Laws/Rules
In performing the Scope of Work specified in this Agreement, CONTRACTOR agrees to comply with all laws, rules, regulations and ordinances, whether federal, state or local, and any and all SOCWA Entity policies, procedures, departmental rules and other directives applicable to the goods and/or services to be furnished and provided by SOCWA Entities to CONTRACTOR, including those identified in the SOCWA SAFETY AND ACCIDENT PREVENTION REQUIREMENTS, attached as Exhibit C and incorporated by reference. Any changes to SOCWA Entity policies and procedures that relate to CONTRACTOR will be provided to CONTRACTOR in writing. CONTRACTOR agrees to review such policies, procedures, rules and directives the contents of which CONTRACTOR will be deemed to have knowledge.

Page 5 of 28 ends

(Chapter 2 [commencing with section 16700] of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services or material pursuant to this Agreement. This assignment shall be made and become effective at the time SOCWA Entities tender final payment to CONTRACTOR, without further acknowledgement by the parties.

Such coverage shall be written on Insurance Services Office (“ISO”) Form CG 00 01, or equivalent.

Section 5.4 Pollution Liability
CONTRACTOR and each of its subcontractors shall maintain throughout the term of this Agreement a Pollution Liability policy of insurance as applicable to the work being performed, with a limit no less than $2,000,000 per claim or occurrence and $2,000,000 aggregate per policy period of one year. If coverage is provided on a claims-made form, the following must also be provided:

5.4.1 The retroactive date must be shown, and must be before the date of the Agreement or the beginning of contract work.

5.4.2 Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 990

Page 6 of 28 ends

5.4.3 If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, CONTRACTOR must purchase an extended period coverage for a minimum of five (5) years after completion of contract work.

5.4.4 4. A copy of the claims reporting requirements must be submitted to SOCWA Entities.

Section 5.5 Required Provisions

5.5.1 All policies of insurance required under this Section shall be from insurance providers who are either admitted or licensed to do business in California, or are Surplus Lines Carriers authorized to do business in California, and who have an A.M. Best Company rating of no less than A- and a financial size category of at least Class VII, unless otherwise acceptable to SOCWA Entities.

5.5.2 All such policies shall include a provision and/or executed endorsement providing that coverage shall not be cancelled or materially altered except with thirty (30) days’ written notice to SOCWA Entities, send by certified mail, return receipt requested, or reasonable equivalent.

5.5.3 Under the General Liability, Automobile and Pollution Liability policies required pursuant to this Agreement, each SOCWA Entity, and each of their member agencies, directors, officers, employees and representatives (the “Additional Insureds”) shall be named as additional insureds under each such policy and an additional insured endorsement at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10 and CG 20 37, if later revisions are used, shall be provided to SOCWA.

5.5.4 The Automobile Liability policy shall be endorsed to include Transportation Pollution Liability insurance, covering materials to be transported by CONTRACTOR pursuant to the Agreement. This coverage may also be provided on the Contractors Pollution Liability policy.

5.5.5 CONTRACTOR shall provide duly-authorized and, as applicable, executed original certificates and endorsements for all insurance required pursuant to this Agreement on forms approved by SOCWA Entities in conformity with all requirements of this Agreement prior to commencement of any work hereunder. If any of the required coverages expire during the term of this Agreement, CONTRACTOR shall deliver renewal certificates to SOCWA Entities at least ten (10) days prior to the expiration date.

5.5.6 For any claims related to this Agreement, CONTRACTOR’s insurance coverage shall be primary insurance as respects the Additional Insureds. Any insurance or selfinsurance maintained by the Additional Insureds shall be excess of the CONTRACTOR’s (and its subcontractor’s) insurance, and shall not contribute to such insurance.

Section 5.6 Deductibles
Any deductibles or self-insured retentions must be declared in writing and approved by SOCWA Entities. At the option of any SOCWA Entity, either: the insurance provider(s) shall reduce or 991

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eliminate such deductibles or self-insured retentions as respects the SOCWA Entity, and each of their directors, officers, employees, and representatives; or the CONTRACTOR shall provide a financial guarantee satisfactory to the SOCWA Entity guaranteeing payment of losses and related investigations, claim administration and defense expenses.

Section 5.7 Waiver of Subrogation
CONTRACTOR hereby agrees to waive rights of subrogation against SOCWA Entities and the Additional Insureds which any of CONTRACTOR’s insurers may acquire from CONTRACTOR by virtue of the payment of any loss. CONTRACTOR agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation.

INDEMNITY
Section 6.1 Contractor’s Duty to Indemnify and Defend
To the maximum extent permitted by law, CONTRACTOR shall indemnify, defend, and hold harmless each SOCWA Entity and each of their directors, officers, employees, representatives or agents (collectively “SOCWA Indemnitees”) from and against any and all losses, liabilities, claims, suits, actions, damages, costs and expenses (including attorney fees and costs to defend) and causes of action of every nature, including personal injury, bodily injury, loss of life, or damage to property, any violation of federal, state, or municipal law or ordinance resulting in penalties or fines, and environmental investigations, monitoring, containment, abatement, removal, repair, cleanup, restoration or remedial work (hereinafter, “Claims”) that SOCWA Indemnitees may incur that arise out of, pertain to or relate to the negligence, recklessness, or willful misconduct of CONTRACTOR, including CONTRACTOR’s officers, officials, directors, employees, subcontractors, agents, representatives, volunteers, successors, assigns or anyone for whom CONTRACTOR is legally responsible. CONTRACTOR’s indemnification hold harmless and defense obligation shall apply regardless of any negligence of SOCWA Indemnitees.

6.1.1 CONTRACTOR shall cooperate with and do whatever is necessary to protect SOCWA Indemnitees from any such Claims.

Page 8 of 28 ends

Provision of insurance coverage as required by this Agreement shall not affect CONTRACTOR’s indemnity obligations.

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CONTRACTOR fails to cure the deficiency to the satisfaction of the terminating SOCWA Entity or Entities, the Agreement will terminate immediately or upon such other date as may be specified in the notice; although the Agreement will remain in effect between CONTRACTOR and any SOCWA Entity that was not a party to the notice of termination. CONTRACTOR shall cease to perform the Scope of Work for those SOCWA Entities providing notice upon the effective date of termination and shall not be entitled to payment for any fees or costs incurred after the effective date of termination unless otherwise agreed by the parties.

The Agreement shall remain in effect as to those parties not in breach, that have cured or resolved the alleged breach, or are not named in the notice of termination.

WARRANTY
Section 8.1 Warranty of Work and Materials

8.1.1 CONTRACTOR guarantees all work and materials pursuant to this Agreement against defect for period of one (1) year from the date of completion of all work or supply of materials, except where longer warranty periods are specifically stated. Any defective material or workmanship which may be discovered before completion all work or within one (1) year thereafter shall be corrected immediately by CONTRACTOR at its own expense notwithstanding that it may have been overlooked in previous inspections and estimates. Any work to correct a defect in workmanship and/or replacement materials shall additionally be guaranteed by CONTRACTOR for a period of one (1) year from the date of completion of such corrective work or replacement of materials.
994

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make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the services described in this Agreement available to interested parties upon request, and shall post and maintain copies at CONTRACTOR’S principal place of business and at all site(s) where services are performed. Penalties for violation of Prevailing Wage Laws may be assessed in accordance with such laws. For example, CONTRACTOR shall forfeit, as a penalty to SOCWA Entities, Two Hundred Dollars ($200) for each calendar day, or portion thereof, for each workman paid less than stipulated prevailing rates for services performed under this Agreement by him, or any subcontractor under him, in violation of Prevailing Wage Laws.

Section 9.4 Workday and Hours
Eight (8) hours of work shall constitute a legal day’s work. CONTRACTOR and any subcontractors shall forfeit, as a penalty to SOCWA Entities, Twenty-Five Dollars ($25) for each worker employed in the execution of services pursuant to this Agreement by CONTRACTOR or any of its subcontractors for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one (1) calendar day and forty (40) hours in any calendar week in violation of the provisions of the California Labor Code, in particular, sections 1810 to 1815, thereof, inclusive, except services performed by employees of CONTRACTOR and its subcontractors in excess of eight (8) hours per day at not less than one and one-half (1 ½) times the basic rate of pay, as provided in California Labor Code section 1815.

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CONTRACTOR shall comply with such apprenticeship requirements and submit apprentice information to SOCWA Entities. Information relative to apprenticeship standards, wage schedules and other requirements may be obtained from the DIR or from the Division of Apprenticeship Standards. Knowing violations of section 1777.5 will result in forfeiture not to exceed One Hundred Dollars ($100) for each calendar day of non-compliance pursuant to section 1777.7.

Section 9.6 Subcontractors
CONTRACTOR shall require any subcontractors performing services under this Agreement to comply with all of the above.

Section 10.2 Supremacy
In the event of any conflict between this Agreement and any attachments hereto, this Agreement shall prevail.

SOCWA: Attn: Amber Boone, General Manager
South Orange County Wastewater Authority
34156 Del Obispo Street
Dana Point, CA 92629
ETWD: Attn: General Manager
PO Box 4000
Laguna Hills, CA 92654
SMWD: Attn: General Manager
Santa Margarita Water District
26111 Antonio Parkway
Rancho Santa Margarita, CA 92688
IRWD: Attn: General Manager
997

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Irvine Ranch Water District
P.O. Box 57000
Irvine, CA 92612
City of San Clemente:Attn: City Clerk
City Hall
910 Calle Negocio
San Clemente, CA 92672
CONTRACTOR: Attn: _____________
Roll Off Solutions, Inc.
3130 S. Griset Pl
Santa Ana, CA 92704
Section 10.4 Governing Law and Venue
California law shall govern the interpretation of this Agreement. In the event of any legal action to enforce or interpret this Agreement, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure 394.

Section 10.7 Non-Exclusive
CONTRACTOR may represent, perform services for, and contract with as many additional clients, persons, or companies as CONTRACTOR, in its sole discretion, sees fit.

Section 10.8 Independent Contractor
CONTRACTOR is an independent contractor and not an employee of SOCWA Entities.

CONTRACTOR is free from the control and direction of SOCWA Entities in connection with the performance of the work, CONTRACTOR performs work that is outside the usual course of 998

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SOCWA Entities’ business, and CONTRACTOR is customarily engaged in an independently established trade, occupation, or business of the same nature as that involved in the work performed. To the maximum extent allowable by law, CONTRACTOR agrees to indemnify, defend and hold harmless SOCWA Entities from any and all liability, damages or losses (including attorneys’ fees, costs, penalties and fines) SOCWA Entities suffer as a result of a third party’s designation of CONTRACTOR or its employee as an employee of SOCWA Entities, regardless of any actual or alleged negligence by SOCWA Entities.

Section 10.10 Authority
The person signing this Agreement on behalf of each party hereto represents he or she has authority to sign on behalf of, respectively, SOCWA Entities or CONTRACTOR.

Section 10.11 Assignment of Agreement
No assignment of this Agreement shall be effective unless agreed to in writing by both parties.

Section 10.12 Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original.

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IN WITNESS WHEREOF, the parties have hereto caused this instrument to be executed the day and year first above written.

SOUTH ORANGE COUNTY WASTEWATER AUTHORITY
By: ___________________________ Date: ________________________ General Manager
APPROVED AS TO FORM:

By: ___________________________
General Counsel

SANTA MARGARITA WATER DISTRICT
By: ___________________________ Date: ________________________ General Manager

EL TORO WATER DISTRICT
By: ___________________________ Date: ________________________ General Manager

CITY OF SAN CLEMENTE
By: ___________________________ Date: ________________________ Andy Hall, City Manager
ATTEST:

By: ____________________________
Laura Campagnolo, City Clerk
APPROVED AS TO FORM:

By: ____________________________
Elizabeth A. Mitchell, City Attorney
1000

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IRVINE RANCH WATER DISTRICT
By: ___________________________ Date: ________________________ General Manager
ROLL OFF SOLUTIONS, INC.

By: ___________________________ Date: ________________________ Authorized Representative
Title: _________________________
1001

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EXHIBIT A

SCOPE OF WORK
A. Introduction/General – The South Orange County Wastewater Authority (SOCWA) operates and maintains two (2) wastewater treatment plants. The treatment plants are located in Southern Orange County, California, in the cities of Dana Point and Laguna Niguel. SOCWA’s member agencies will also utilize this contact. They include the Santa Margarita Water District (SMWD), the El Toro Water District (ETWD), the Irvine Ranch Water District (IRWD), and the City of San Clemente (CSC). SOCWA is committed to protect public health and the environment by operating the treatment plants in accordance with federal, state, and local laws and regulations as established by the Environmental Protection Agency (EPA), the California Regional Water Quality Control Board (CRWQCB), South Coast Air Quality Management (SCAQMD), the California Department of Health Service (DHS), and the National Pollutant Discharge Elimination System (NPDES).

Screenings and grit are two (2) types of residual solids from the wastewater treatment process. Screenings are the coarse solids removed by the mechanically cleaned bar screens at the beginning of the wastewater treatment process. These coarse solids can be paper, fecal matter, cloth, wood, or other material. Grit consists of sand and silt or other detritus that is separated from the raw wastewater in an aerated chamber or tank following the screening step. Grit and screenings removed from the incoming wastewater at each plant are moved via conveyors to hoppers. Grit and screenings collected in the hoppers are deposited in portable bins or trailers, which are used for transporting the material to a disposal site.

Other materials may be from the collection system, plant activities, or outside sources. The material may contain grit, grease, sawdust, wood chips, sludge, or other material.

B. Scope of Work – The Scope of Work required of the Service Provider is to provide bins to accept delivery of, transport, and dispose of the grit and screenings generated from SOCWA’s and its member agencies' facilities. The Service Provider shall agree to dispose of residuals at the Waste Management Operated Landfill in Simi Valley, located at 2801 Madera Road, Simi Valley, CA 93065, in conformance with applicable federal, state, and local regulatory requirements. The Service Provider shall furnish portable grit and screenings storage bins and end-dump trailers in accordance with this Scope of Work for the duration of the Contract period.

C. Service Schedule – The Service Provider shall be available to handle, store, move, and dispose of the residual solids on days the landfill is open for operation. The grit and screenings are typically hauled once or twice a week from the larger SOCWA Facilities and once every two to four weeks from the smaller SOCWA Facilities, although this may vary. Odor concerns necessitate the storage of bins containing grit and screenings inside a building, with covers for each bin.

SOCWA, and its member agencies, will strive to schedule loads at least 24 hours in advance; However, SOCWA, or its member agencies, reserve the right to expedite the schedule for Service within an 8-hour period from notification at no additional cost to SOCWA, or its member agencies. The Service Provider shall haul the grit and screenings from each plant at least four (4) days each week.

F. Grit and Screening– Grit and screening quantities below:

APPROXIMATE ANNUAL FIGURES
SOCWA JB Latham Facility 323 Wet Tons
1002

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SOCWA Coastal Treatment Plant 133 Wet Tons
SMWD Chiquita Water Reclamation Plant 200 Wet Tons
ETWD Wastewater Treatment Plant 150 Wet Tons
IRWD Los Alisos WRP 300 Wet Tons
CSC Water Reclamation Plant 140 Wet Tons
The actual amounts of grit and screening may vary and are not Guaranteed Minimum Quantities.

G. Grit and Screening Quality - SOCWA, and its member agencies, grit and screenings are considered non-hazardous material according to the regulations contained in Title 22 of the California Administrative Code (CAC), Division 4, Chapter 11. The solids content of the combined grit and screenings ranges from an average of 20% to 60% solids. It is possible that the percent solids may change based on inclement weather.

The Service Provider is responsible for collecting and performing all necessary sample analysis required for the landfill and providing mulch or other approved materials to increase the solids content, if required by the landfill, at no additional cost to SOCWA or its member agencies.

Each SOCWA agency shall be responsible for producing grit and screenings that meet the California Department of Health's requirements for a non-hazardous material. In the event that the material supplied by any SOCWA agency's ("affected agency") for its respective facility does not meet the non-hazardous waste criteria as defined by the State Department of Health, that affected agency will be responsible for any additional costs associated with the disposal of the grit and screenings. Prior to disposing of such nonconforming material, the Service Provider shall contact the affected agency to report the nature of the problem, identify the appropriate final disposal facilities, and estimate the disposal costs.

The Service Provider shall not add to SOCWA grit and screenings hauled, reused, disposed, or in any other way handled by the Service Provider, any material considered hazardous, or which creates by-products or residues considered to be hazardous under the Regulations. In the event the Service Provider adds any material to the grit and screenings that causes the grit and screenings to be hazardous, the Service Provider shall be responsible for all costs incurred to properly treat and dispose of the grit and screenings, and shall indemnify SOCWA in accordance with the Agreement.

H. Portable Grit & Screenings Storage Bins and Trailers – The Service Provider shall supply bins and trailers designed so that liquid or solid materials do not leak or spill from the bins or trailers during loading and transport. The bins and trailers shall be designed to be safely accessible and movable by SOCWA and its member agencies’ staff, and shall conform to all applicable regulatory requirements, including but not limited to the Occupational Safety and Health Act (OSHA) and the United States Department of Transportation (USDOT).

Service Provider shall maintain bins and trailers in good working condition throughout the entire term of the Contract. Maintenance shall include, but is not limited to, fixing bent and warped doors, replacing seals and gaskets, repainting chipped and peeling paint, correcting door and cover alignment problems, replacing broken latches and valves, fixing or replacing bent cross members, and maintaining bins and trailers to prevent leaks. Bins and trailers must be maintained in a condition that ensures they remain safely accessible, in good working order, and movable by SOCWA and its member agencies’ staff. Bins and trailers that are in poor condition and/or deemed unsafe by SOCWA or its member agencies' staff pose a safety concern and shall be repaired or replaced prior to being used again at SOCWA and its member agencies' facilities. Bins or trailers that are leaking shall be repaired, or the contents in them moved to a properly working bin or trailer by the Service Provider prior to leaving SOCWA, or its member agencies’ facilities, at no cost to SOCWA, or its member agencies. Notification by SOCWA, or its member agencies, to the Service Provider of bins or trailers that require repair, will be made in writing (via Email or Fax) by SOCWA, or its member agencies, 1003

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Operations Staff.

Bins and trailers furnished shall be specifically designed for the collection and transport of wastewater grit and screenings. Examples and characteristics of the type of equipment that the Service Provider will supply shall include:

Roll-off bins with a sliding-type cover with a capacity of ten (10) wet tons or more. The cover must be capable of sliding open to expose approximately 50% of the container, accommodating loading from a 1.0- to 2.5-yard tilting dumpster. A drain line at the bottom of each bin shall be a standard feature to facilitate drainage. Good seals must be maintained to help control odors and prevent drainage during transportation.

Roll-off bins without a sliding type cover with a capacity of ten (10) wet tons or more. A drain line at the bottom of each bin shall be a standard feature to facilitate drainage. Good seals must be maintained to help control odors and prevent drainage during transportation.

Roll-off bins, with and/or without covers, with a capacity of ten (10) wet tons or more, equipped with casters and trailer hitches to allow SOCWA to move the bins around the site as necessary. A drain line at the bottom of each bin shall be a standard feature to facilitate drainage. Good seals must be maintained to help control odors and prevent drainage during transportation.

SOCWA will consider other types of equipment, provided that the equipment addresses the constraints and individual characteristics/features of each facility, including odor control, dewatering, and loading compatibility. Alternative bins and trailers shall be approved in writing by the personnel at the facilities.

Bins or other storage equipment will be empty and free from unreasonable residue(s) upon delivery to SOCWA and its member agencies.

If agencies elect to provide equipment bins and/or trailers, the Service Provider will work with the provider to incorporate their equipment into the service. The agency-owned equipment will be returned to the original owner in the same condition as when it was removed. Damage will be repaired by the Service Provider.

When SOCWA, or its member agencies, requires additional bins or trailers to allow for the continued operation of the plants due to additional Grit & Screening Volume, SOCWA, and its member agencies, are not subject to overtime, addition or premium charges, waiting charges, or extra fees. If SOCWA, or one of its member agencies, requests an additional bin or trailer that is not for regular Grit & Screening Volume, the Service Provider will provide a bin to be rented on a daily basis.

I. Loading Bins – Service Provider shall indicate in writing to SOCWA, and its member agencies, the proper haul weight of each trailer, and such personnel shall use all reasonable efforts to load each trailer to the maximum allowable weight, including supplemental loading if requested by Service Provider. It shall be the Service Provider's responsibility to ensure that the desired transportation weights provided to SOCWA and its member agencies meet all applicable regulatory restrictions. The Service Provider will assume liability for all penalties, assessments, or charges in the event such laws or regulations are violated. SOCWA and its member agencies may periodically request that the Service Provider check the transport weight of each trailer at a State-certified scale at no additional cost to SOCWA or its member agencies.

J. Hauling – Service Provider shall haul or convey Grit and Screening from the listed treatment plants to Waste Management Operated Landfill in Simi Valley, located at 2801 Madera Road, Simi Valley, CA 93065.
1004

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Service Provider's equipment shall be as clean as possible before entering any SOCWA Plant and shall not contain any residue. Prior to leaving any SOCWA Plant, Service Provider shall ensure that the transport equipment does not have any residue on the wheels, bins, trailers, or any other appurtenance that may track onto public roads.

All equipment utilized in connection with the Service Provider's operation intended to operate on the highways shall be fully licensed as required by all applicable agencies. The Service Provider shall be responsible for ensuring that all licenses are up to date. Service Provider shall be fully responsible for the proper licensing and training of its personnel. Upon SOCWA's reasonable request, the Service Provider will furnish evidence of the Service Provider’s compliance with the Omnibus Transportation Employee Testing Act of 1991 and any other related regulations. All subcontractors of the Service Provider, as permitted by the Agreement, shall also be in compliance with the terms of the Agreement as they apply to the hauling services provided by such subcontractors.

K. Manifests – Service Provider shall be required to complete a manifest(s) prior to the transportation of every load from the SOCWA Plants. The manifest shall clearly indicate which plant the material originated from. This includes completing a non-hazardous waste manifest(s) or shipping memo prior to hauling each load as necessary.

L. Weight Tickets – The Service provider is required to provide separate weight tickets per bin for grit and screenings for each of the SOCWA agencies, and SOCWA will receive a copy of all the other agencies’ tickets as the lead contracting agency.

Service Provider must maintain truckload weight tickets. Annual, monthly, and quarterly reports, as well as monthly billing invoices, must match tonnages.

M. Spills and Emergency Plans – Any spills that occur during the transportation of the Grit and Screening shall be immediately cleaned up, at the Service Provider's expense. SOCWA and its member agencies shall be immediately contacted with written verification thereafter in the event of any spill.

The Service Provider shall provide and maintain contingency and emergency response plans, along with simple procedures written in the appropriate language format (English and Spanish), for their truck drivers.

Emergency preparedness kits are also required on board their trucks.

O. Service Provider’s Drivers – Service Provider's drivers are expected to conduct themselves professionally and courteously. Dispatchers are expected to relay important training and other communications from SOCWA, and its member agencies, to drivers promptly and document these communications and trainings.

P. Conversion Plan – Prior to the start of the Contract Period, Service Provider shall develop and submit a comprehensive mobilization plan and schedule for the conversion of these services from the current Contract/Service Provider. The plan shall allow for no “downtime” of services as described in this Scope of Work. The conversion shall take place promptly, no more than two calendar days, while maintaining the current level of service throughout the change from the current Contract/Service Provider. The Service Provider shall be prepared to provide the specified bins and trailers and begin hauling grit and screenings on the first day of the Contract Period.
1005

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EXHIBIT A ATTACHMENT 1 – GRIT FACILITY DESCRIPTIONS
The SOCWA J.B. Latham Treatment Plant has two (2) Headworks buildings that contain large roll-off type bins for the collection and storage of grit and screenings material. Approximately every two (2) weeks, a contract hauler removes the full bins and replaces them with empty bins.

Plant 1 Headworks
Plant 2 Headworks
The SOCWA Coastal Treatment Plant has one (1) roll-off bin that is stored in the Headworks building for the collection of the grit and rag material from the Rotostrainers. 1006

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The SMWD Chiquita WRF has one (1) roll-off bin that sits under their cyclone separator and is filled. 1007

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The El Toro Water District’s WRF Roll-off bin has a capacity of 25 yards with roll-top access. This bin is picked up and delivered with a lowboy cable winch trailer system. The patio tip bins have a capacity of 3 yards and are used for dewatering the Lift Station’s plastics, rags, and grease via the District’s Vactor trucks.

Grit/Rag bins are 2.5-yd. ETWD uses a 4-ton capacity Case forklift to dump the contents of the tip bins into the roll-off bin. All of our tip bins feature an in-house-made drainage system, which helps reduce the overall weight of excess water. We also fill the roll-off bin to only 75-80% full to prevent exceeding the weight limit.

The IRWD Los Alisos Water Recycling Facility utilizes separate bins for grit and screenings (rags). The bin for screenings is a 30-yd open-top style. Approximately every six (6) to eight (8) weeks, the contract hauler removes the full bins and replaces them with empty bins. The bin for grit is a 25-yd roll-top style.

Approximately every three (3) months, the contract hauler is notified to deliver an empty bin on site. The grit is physically removed from the influent flow channel, mixed with wood chips for odor control, and to absorb excess moisture. Then it is loaded into the bin for the Contractor to haul off-site.

The City of San Clemente Facility utilizes the bin as shown in pictures below. 1008

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1009

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Exhibit A Attachment 2
Treatment Plant Addresses
Agency/Plant/Address/Contacts
South Orange County Wastewater Authority Facilities
Plant: J.B. Latham Facility
Address: 34156 Del Obispo, Dana Point, CA 92629
Contact: James Jones 949‐234‐5487
Plant: Coastal Treatment Plant
28303 Alicia Parkway Laguna Niguel, CA 92677 (actual location within the Aliso‐Wood Canyons Wilderness Park – no access allowed from PCH in Laguna Beach)
Contact: James Jones 949‐234‐5487
City of San Clemente Facility
Plant: Water Reclamation Plant
Address: 380 Avenida Pico, San Clemente, CA 92672
Contact: Anthony Bina or Kristopher Ellison @ 949‐361‐8231 Santa Margarita Water District Facilities
Plant: Chiquita WRF
Address: 28792 Ortega Highway, San Juan Capistrano, CA 92675 Contact: Ron Johnson 949 459‐6678
Plant: Oso Creek WRP (offline until late 2025)
27204 E. La Paz Road, Mission Viejo, CA 92690
Contact: Ron Johnson 949 459‐6678
Plant: Nichols WRF
Address: 33608 Ortega Highway, San Juan Capistrano, CA 92690 Contact: Ron Johnson 949 459‐6678
El Toro Water District Facilities
Plant: Water Recycling Plant
Address: 23542 Moulton Parkway, Laguna Hills, CA 92653
Contact: Mike Snow (949) 837‐7050, ext. 112
Irvine Ranch Water District Facilities
Plant: Los Alisos WRP
Address: 23312 Muirlands Lake Forest, CA 92630
Contact: Jose Zepeda 949‐453‐5572
1010

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EXHIBIT B

FEE SCHEDULE
Total compensation for services rendered to the City of San Clemente under this Agreement shall not exceed $42,645 per year.
1011

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EXHIBIT C

SOCWA SAFETY AND ACCIDENT PREVENTION REQUIREMENTS

1. General: In addition to the requirements set forth in proposal and Contract documents, Vendor, Consultant, or Contractor ("Contractor") shall adhere to the following requirements.

6. Plant Speed Limits: The posted speed limit is 15 miles per hour. Violators of the speed limit may have their vehicle banned from the site.

7. Periodic Safety Meetings: The Contractor agrees to send representatives to periodic Contractor Safety meetings if the Contractor is on-site, or if this Agreement is in effect.

8. MSDS Sheets: Contractor shall provide SOCWA with Material Safety Data Sheets (MSDS) for all applicable materials before the material is brought on site.

11. Training Certification: When required by regulation, certificates of training shall be maintained on-site for the duration of the activity that requires an employee to be certified.

Certificates shall be current. Lack of certificates, when required, will be cause for removal of 1012

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offending personnel form the site, termination of the Agreement, or both.

12. Drug-Free Workplace: Employers awarded a contract must adhere to the California Drug-Free Workplace Act, Sections 8350 through 8357.
1013
November 18, 2025

M E M O R A N D U M
TO: File
FROM: Jim Burror, Deputy GM/ Chief Engineer
SUBJECT: General Manager Purchasing Authority Assessment For Grit and Screenings Hauling Contract Award
The Grit and Screenings Hauling Contract expires in November 2025. A Grit and Screenings Hauling NIB was issued through Planet Bids in early October, and interested vendors were notified of the ongoing procurement.

SOCWA received 3 Bids and Roll Off Solutions, Inc. is the lowest responsible bidder and best value to SOCWA.

According to Policy Number: Administration 1.715 Title: SOCWA Uniform Purchasing Policy, effective 12/12/2024, Section 4.2 Original Contracts, Contingencies and Renewals:

The Board of Directors hereby delegates to the General Manager the authority to award Contracts within specified limits as follows:
a. Contracts up to $100,000 per agreement year.

The contract for the Grit and Screenings costs for JBL and CTP for each of the past five years totaled:

FY Total Grit Hauling Costs (JBL and CTP)
FY24-25 $59,394.78
FY23-24 $56,413.55
FY22-23 $57,119.47
FY21-22 $71,339.99
FY20-21 $46,135.95
Thus, the expected annual contract value for JBL and CTP is estimated at $66,204.50 per year.

The result is that the annual value for this proposed contract will be under $100,000 per year.

Under Section 4.2a, the General Manager is authorized to approve and execute the proposed contract.

As such, I recommend that the General Manager award and execute the contract.

Attachment 3
1014
Grit and Screening Contract 2025
Estimated Service Utilization Increase Costs by PC (a)
PC Est. Trips per
Year
Inc. Trip
Cost
Total Est.

Annual Inc.
2 34 $109.41 $3,719.94
15 19 $162.62 $3,089.78
17 23 $0.00 $0.00
Total 76 $6,809.72
(a) Does not include tip fees charged by Waste Management at Simi Valley Landfill.

PC2 O&M Liquids Est. Annual Grit Hauling Allocation
Agency
Budget
Allocation
%(1)
FY24-25
Est.

Expenses
Est. Annual
Cost Increase
FY25-26
Est.

Expenses
% Est.

Annual
Inc.by
Agency
SMWD 48.08% $18,870.23 $1,788.55 $20,658.77 9.48%
MNWD(2) 23.07% $9,054.41 $858.19 $9,912.60 9.48%
SCWD 28.85% $11,322.92 $1,073.20 $12,396.12 9.48%
Total 100.00% $39,247.56 $3,719.94 $42,967.50 9.48%
(1) FY2025-26 Budget Book
(2) C/O SCWD
PC15 O&M Liquids Est. Annual Grit Hauling Allocation
Agency
Budget
Allocation
%(1)
FY24-25
Est.

Expenses
Est. Annual
Cost Increase
FY25-26
Est.

Expenses
% Est.

Annual
Inc.by
Agency
CLB 54.30% $10,939.94 $1,677.75 $12,617.69 15.34%
EBSD 3.00% $604.42 $92.69 $697.11 15.34%
SCWD 42.70% $8,602.86 $1,319.34 $9,922.20 15.34%
Total 100.00% $20,147.22 $3,089.78 $23,237.00 15.34%
(1) FY2025-26 Budget Book
SOCWA Agencies Estimated Annual Grit Hauling Totals For All PC's Agency FY24-25 Est.

Expenses
Est. Annual
Cost
Increase
FY25-26 Est.

Expenses
% Est.

Annual
Inc.by
Agency
CLB $10,939.94 $1,677.75 $12,617.69 15.34%
SMWD $18,870.23 $1,788.55 $20,658.77 9.48%
EBSD $604.42 $92.69 $697.11 15.34%
MNWD $9,054.41 $858.19 $9,912.60 9.48%
SCWD $19,925.78 $2,392.54 $22,318.32 12.01%
Total $59,394.78 $6,809.72 $66,204.50 11.47%
1015
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: January 20, 2026 Agenda Item: 11K.

Submitted By: Finance and Administrative Services
Prepared By: Brian Brower, Assistant City Manager
Cara Morin, Human Resources Manager
Matthew Schmelzel, Senior Management Analyst
Subject:
..titl e
CONSIDERATION OF RESOLUTION NO. 26-15 APPROVING A REVISED PROFESSIONAL

CONSULTANT SERVICES AGREEMENT FOR DEFINED BENEFIT ADMINISTRATION SERVICES WITH MILLIMAN, INC.
..body
Fiscal Impact:

The total amount of the agreement for Defined Benefit Administration Services is not to exceed $45,000 annually for a three-year total not to exceed $135,000. There will be no fiscal impact in the Fiscal Year 2026 budget; fees will be paid directly from the City of San Clemente’s Employee Retirement Plan (CSCERP).

Summary:

Following a contract award by City Council last fall, Milliman, Inc. requested substantive changes to the agreement. Before the City Council is consideration of Resolution No. 26-15, authorizing a revised professional consultant services agreement with Milliman, Inc. for continued Defined Benefit Administration Services for the City’s legacy retirement plan, CSCERP.

Background:

Following a request for proposal process in which Milliman, Inc. was the only proposer, on September 16, 2025, the City Council awarded an agreement to Milliman, Inc. for Defined Benefit Administration Services for the City’s legacy retirement plan, CSCERP with a term through September 30, 2029. Subsequent to the awarded agreement, Milliman requested further negotiations consistent with their proposal. In order to avoid a gap in services and associated exposure, the City Manager executed a separate short-term contract for continued services through January 2026. Final negotiations resulted in substantive changes to the long-term agreement that aimed to align terms and conditions with the project’s scope of work and the prior contract. The revised agreement (Attachment 2) incorporates the negotiated terms with Milliman, which staff is recommending. Approval of Resolution No. 26-XX will continue essential Defined Benefit Administration Services for the City’s legacy retirement plan.

Council Options:
 Adopt Resolution No. 26-15, which would authorize the City Manager to execute the agreement and exercise two (2) optional one-year extensions for an amount not to exceed $45,000 annually.
 Modify and adopt Resolution No. 26-15.
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Meeting Date: January 20, 2026 Agenda Item: 11K.

CITY OF SAN CLEMENTE 2
 Continue the item with direction to provide additional information. Retirees in the plan would not receive expected monthly payments due to a lapse in service.  Do not approve the contract. Retirees in the plan would not receive expected monthly payments due to a lapse in service.

Environmental Review/Analysis:

Not a “project” under the California Environmental Quality Act (CEQA).

Recommended Actions:

Staff Recommendation ..recommendation
Adopt Resolution No. 26-15, which would:

1. Authorize the City Manager to execute the agreement and exercise two (2) optional one-year extensions for an amount not to exceed $45,000 annually. ..end
Attachment:

1. Resolution No. 26-15

2. Milliman, Inc. Agreement

3. September 16, 2025 Staff Report and Attachments
Notification:

Milliman, Inc.
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Attachment 1
RESOLUTION NO. 26-15

A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF SAN CLEMENTE, CALIFORNIA,

APPROVING A REVISED PROFESSIONAL

CONSULTANT SERVICES AGREEMENT FOR

DEFINED BENEFIT ADMINISTRATION SERVICES
WITH MILLIMAN, INC. AND AUTHORIZING THE

CITY MANAGER TO ENTER INTO AN

AGREEMENT IN AN AMOUNT NOT TO EXCEED
$45,000 ANNUALLY FOR A THREE-YEAR TERM

WITH TWO OPTIONAL ONE-YEAR EXTENSIONS
WHEREAS, the City conducted competitive bidding for Defined Benefit Administrative Services; and
WHEREAS, on August 18, 2025, the City received a single proposal in the amount of $40,440 for estimated annual fees and additional administrative fees at various pricing levels from Milliman, Inc.; and
WHEREAS, on September 16, 2025, the City Council adopted Resolution No. 25- 142 and awarded a Professional Consultant Services Agreement to Milliman, Inc. for Defined Benefit Administrative Services based on the City’s standard professional services agreement template; and
WHEREAS, subsequent to the award, Milliman requested substantive changes to the agreement consistent with their proposal and previous contract; and WHEREAS, to avoid a lapse in service and potential exposure related thereto, the City Manager executed a short-term agreement with Milliman to continue services through January 2026 and complete contract negotiations; and WHEREAS, City staff negotiated terms which are incorporated within the revised agreement presented to the City Council on January 20, 2026, which are in the best interests of the City and the public.

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 fully incorporated herein.

SECTION 2. That the City Manager’s actions in executing the short-term agreement with Milliman are hereby ratified, authorized and approved.

SECTION 3. That City Manager is hereby authorized and directed to execute a Professional Consultant Services Agreement with Milliman, Inc. for Defined Benefit Services in an amount not to exceed $45,000 annually for a term of three-years with two optional one-year extensions exercisable in the City Manager’s discretion in a form 1018
Resolution No. 26-15 Page 2
substantially similar to that presented to the City Council on January 20, 2026.

SECTION 4. That Resolution No. 25-142 is hereby amended to be consistent herewith.

SECTION 5. That City staff is authorized and directed to execute such other documents and take such other and further actions as are necessary and proper to accomplish the purposes of this resolution.

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 January 20, 2026.
__________________________
Rick Loeffler, Mayor of the
City of San Clemente, California
ATTEST:
__________________________
CITY CLERK of the City of
San Clemente, California
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Resolution No. 26-15 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. 26-15 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:

CITY OF SAN CLEMENTE

PROFESSIONAL CONSULTANT SERVICES AGREEMENT

1. PARTIES AND DATE. This Agreement is made and entered into this 1st day of February, 2026, 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 MILLIMAN, INC., a WASHINGTON CORPORATION, with its principal place of business at 1301 5TH AVE STE 3800, SEATTLE, WA 98101 ("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 DEFINED BENEFIT ADMINISTRATION 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 DEFINED BENEFIT ADMINISTRATION 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 DEFINED BENEFIT ADMINISTRATION 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 DEFINED BENEFIT ADMINISTRATON 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 the COMMENCEMENT DATE to SEPTEMBER 30, 2028, or completed to the satisfaction, unless earlier terminated as provided herein. The City Manager or his or her designee shall have the unilateral option, at his/her sole discretion, to renew this Agreement automatically for no more than TWO additional one-year terms. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.

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 Attachment 2
1021
means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee.

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 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. 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 California Public Employees Retirement System (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 compensation payment that the City may be required to make for work done under 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. [Reserved.]

3.2.5 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City. City shall have sixty (60) days after the performance of the Services and Deliverables to perform an audit of the Services and Deliverables to determine whether the Services and Deliverables materially conform to the standards specified in this Agreement prior to acceptance of the Services and Deliverables by the City. If City does not notify Consultant of acceptance of the Services and Deliverables within sixty (60) days, the Services and Deliverables will be deemed to have been accepted.

MONICA PAREDES, SENIOR DB CLIENT RELATIONS MANAGER.
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3.2.7 City's Representative. The City hereby designates CARA MORIN, HUMAN RESOURCES MANAGER, or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative").

City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the Scope of 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 STEPHANIE SORENSON, PRINCIPAL AND DB DIRECTOR OF CLIENT RELATIONS, 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.

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 industry standards generally recognized as being employed by professionals in the same industry. The Services to be performed by Consultant are ministerial in nature and will be performed within the framework of policies, interpretations, rules, practices and procedures made or established by City. Consultant will not have discretionary authority with respect to the management of the plan or the investment of plan assets. It is understood that Consultant is not a "plan administrator" within the meaning of ERISA. Consultant cannot be relied upon to discover errors, irregularities or illegal acts, including fraud or falsifications that may exist in the administration of the plan.

Therefore, Consultant will not be liable for any actions taken, or not taken, as directed by or caused by actions of City, the Plan Administrator, or any other person(s) authorized to provide directions to Consultant. 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. 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. The Consultant shall promptly inform the City of any errors, irregularities or illegal acts that it encounters in connection with performing the Services if they are discovered.

3.2.11 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all applicable local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services. 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, 1023
officers, employees, and agents free and harmless 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. [Reserved.]

3.2.13 Insurance
expense all insurance specified in Exhibit attached hereto and by this reference incorporated herein. Consultant shall require all subconsultants to carry the substantially 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 FORTY-FIVE THOUSAND DOLLARS ($45,000) ANNUALLY AT THE SERVICE without prior written approval of the City Council or City Manager as applicable. Extra Work may be previously authorized in writing, as described below, and if so 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 expenses unless previously 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 prior written authorization from the City.

3.3.5 Rate Increases. In the event that this Agreement is renewed pursuant to

3.3.6 Labor Code Requirements. Consultant shall comply with all applicable labor related laws and regulations.

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 1024
of City during normal business hours to examine, audit, and make copies of such Records pursuant to this Agreement. Consultant shall allow inspection of all Records 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. Either party may, by written notice to the other party, terminate the whole or any part of this Agreement at any time, with or without cause, by giving written notice to the other party of such termination, and specifying the effective date thereof, at least ninety (90) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been rendered to City up to the termination date, and Consultant shall be entitled to no further compensation.

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 Deliverables 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 one hundred and twenty (120) days of the request. Notwithstanding anything herein to the contrary, Consultant makes no express or implied warranty and shall have no liability of any form whatsoever with respect to any draft or unfinished deliverable delivered to the City following a termination. The City shall indemnify and hold harmless Consultant from all loss, claims, damages, liability and expense arising out of the City deliverable.

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: MILLIMAN, INC.
1301 5TH AVE STE 3800
SEATTLE, WA 98101
ATTN: STEPHANIE SORENSON, PRINCIPAL AND DB

DIRECTOR OF CLIENT RELATIONS
City: City of San Clemente
910 Calle Negocio
San Clemente, CA 92673
ATTN: Laura Campagnolo, City Clerk and CARA MORIN,

HUMAN RESOURCES MANAGER
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.5.3 Ownership of Materials and Confidentiality.
1025

3.5.3.1 Deliverables; Licensing of Intellectual Property. All final deliverable items as set forth in Exhibit A assembled or prepared by Consultant and furnished to City in connection with this Agreement ("Deliverables") shall be the property of City, except as otherwise limited herein. Copies of said documents may be retained by Consultant, but shall not be made available by Consultant to any individual or organization without the prior written approval of City. Any use of completed documents for projects other than that covered by this Agreement and/or any use of uncompleted documents without specific written authorization from Consultant will be at City's sole risk and without liability or legal exposure to Consultant.

Consultant will retain all rights, title and interest to all technical or internal designs, methods, ideas, concepts, know-how, techniques, generic documents and templates that have been developed previously by Consultant or developed during the course of the provision of the Services. Such rights and ownership will not extend to or include all or any part of City's proprietary data. To the extent that Consultant may include in the materials any Consultant proprietary information or other protected Consultant materials, Consultant agrees that City will be deemed to have a fully paid up license to make copies of the Consultant-owned materials as part of this engagement for its internal business purposes, provided that such materials cannot be modified or distributed outside City without the written permission of Consultant or except as otherwise permitted herein.

Deliverables are prepared solely for the internal business use of City. Deliverables may not be provided to third parties without Consultant's prior written consent, which consent may be conditioned on execution by the third party of Consultant' s standard Third Party Release Agreement unless the release is required by law or order; provided, however, City may share Deliverables with its parent or affiliates, but only if either (a) the City has the full power and authority to bind such parent or affiliate to the terms of this agreement and does bind such affiliate to the terms, or (b) the parent or affiliate acknowledges in writing that Deliverables are subject to certain limitations and restrictions contained in this Agreement and that the parent or affiliate acquires no greater rights than are possessed by City under this Agreement. Consultant does not intend to benefit any third-party recipient of Deliverables or create any legal duty from Consultant to a third party even if Consultant consents to the release of Deliverables to such third party.

Consultant hereby consents to the distribution of Deliverables to the City's auditor, as long as the work product is distributed in its entirety. In the event that any audit reveals any error or inaccuracy in the data underlying the Deliverables, Consultant requests that the auditor notify Consultant as soon as possible. Deliverables may include the preparation of certain government forms. Consultant consents to the release of these forms to the applicable agency. Any additional release of any Deliverables by City requires prior written consent by Consultant unless such release is required by law or order.

3.5.3.2 Confidentiality. Consultant acknowledges that all data with respect to the City provided by City or obtained by Consultant pursuant to this Agreement will be and remain the property of City. Upon City's request at any time or times while this Agreement is in effect, and to the extent that all plan fees are current, Consultant will deliver to City all data in an electronic format. Consultant will have no obligation to determine whether data received is inaccurate or incomplete, but will notify City of any inaccuracies or incompleteness discovered by Consultant. Consultant cannot warrant the correctness of data supplied by City, the Plan Administrator or third parties, nor can Consultant be responsible for the failure of City, the Plan Administrator, or any third party to provide data in a timely manner. For any in-scope services that Consultant performs, but must perform using City Data that is incomplete and requires City intervention, Consultant will assess fees for such work using standard hourly rates as set forth on Exhibit D. Except as required by law, Consultant agrees to treat City's data in a 1026
confidential manner. Consultant will inform its employees of the confidential nature of such data and will instruct them not to disclose any such data to any non-Consultant-affiliated third party whatsoever without City's expressed approval in writing, except as may be necessary in connection with the provision of Services or as may be required by law. This provision survives the termination of this Agreement. Notice will be provided in writing to City prior to disclosure to any third party.

3.5.3.3 Confidential Information. The City shall refrain from releasing determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information.

Consultant shall have five (5) working days after receipt of the Release Notice to give City written notice of Consultant's objection to the City's release of Proprietary Information. Consultant shall indemnify, defend and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost or expense (including 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.

3.5.6.1 Consultant shall defend (with counsel reasonably acceptable to the City), indemnify and hold the City, its directors, officials, officers, employees, and agents free and harmless from any and all third party claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to tangible property or persons, including wrongful death, in any manner that arise out of, pertaining to, or relate to any alleged grossly negligent 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 under this Agreement, including without limitation the payment of all damages, expert witness fees and reasonable fees and other related costs and expenses.
if any, received by Consultant, the City, its officials, officers, employees, or agents, or volunteers.

3.5.6.2 [Reserved.]

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 and Disputes. This Agreement shall be governed by the 1027
laws of the State of California. Venue shall be in Orange County. Consultant waives any rights that it may have under Code of Civil Procedure section 394. In the event of any dispute arising under this Agreement, the parties agree that the dispute will be resolved by final and binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall take place before a panel of three arbitrators. Within 30 days of the commencement of the arbitration, each party shall designate in writing a single neutral and independent arbitrator. The two arbitrators designated by the parties shall then select a third arbitrator. The arbitrators shall have a background in either insurance, actuarial science or law.

The arbitrators shall have the authority to permit limited discovery, including depositions, prior to the arbitration hearing, and such discovery shall be conducted consistent with the Federal Rules of Civil Procedure. The arbitrators shall have no power or authority to award punitive or exemplary damages. Any award made may be confirmed in any court having jurisdiction. Any arbitration shall be confidential, and except as required by law, neither party may disclose the content or results of any arbitration hereunder without the prior written consent of the other parties, except that disclosure is permitted to a party's auditors and legal advisors.

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.

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. 1028

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 Limitation of Liability. Consultant's obligations under this Agreement will be limited to providing the services contained herein. Consultant will have no responsibility for any acts or omissions that occurred prior to the effective date of this Agreement. Consultant will not be liable for the accuracy, completeness, timeliness or correct sequencing of information obtained from generally accepted sources external to Consultant that in tum are used to create values reported to City or its plan participants.

Consultant will perform all services in accordance with applicable professional standards. The total liability of Consultant, its officers, directors, agents and employees to City shall not exceed five million dollars ($5,000,000) in the aggregate. This limit applies regardless of the theory of law under which a claim is brought, including negligence, tort, contract or otherwise. In no event will Consultant be liable for lost profits of City or any other type of incidental or consequential damages.

Consultant will perform the Defined Benefit Administration Services, which are described in Exhibit A in accordance with all plan specifications and procedures that have been documented and mutually agreed upon between Consultant and City ("Documented Plan Specifications"). To 1029
the extent that any errors are the result of circumstances outside of the Documented Plan Specifications, Consultant will not be liable to City, the plan or its participants.

The foregoing limitations will not apply in the event of Consultant's breach of a fiduciary duty under ERISA should any fiduciary duty apply to Consultant, gross negligence, intentional fraud, or willful misconduct.

3.5.23 Recovery of Overpayments. In the event of an overpayment to a participant in the plan, City agrees to take all reasonable steps to recover the overpayment, and Consultant will have no liability with respect to any overpayment which could have been recovered through reasonable efforts by City. Consultant will assist City in seeking such restitution by drafting letters that City can send out on its letterhead, by providing historical data and backup information as needed by City in seeking recovery, and any other support requested by City in seeking this restitution. If the overpayment is due to an error for which Consultant is not liable, as described in Section 3.5.22 above, then such additional costs incurred by Consultant will be reimbursed by City.

3.5.24 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.

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 notice to the City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.
[SIGNATURES ON FOLLOWING PAGE]
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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:

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

MILLIMAN, INC, A WASHINGTON

CORPORATION
By:

Karen Beckham, Principal
Dated:
1031
EXHIBIT "A"

SCOPE OF SERVICES
Consultant shall perform the following services for the City (collectively, the to the Full Administration Services for the City of San legacy employee retirement plan including.

All data (participant and financial) gathering, processing, storage, and transmission; Dissemination of related annual notices to participants; Preparation of all required federal and state paperwork and reports to ensure regulatory requirements are met;
Providing annual defined benefit valuation data to plan actuary; All benefit estimates, calculations and forms;
Reconciliation of retiree payment register;
QDRO qualification and distribution;
Electronic and telephonic participant access to administrative staff.

Administration Outsourcing Service dated August 18, 2025 and incorporated herein by this reference.
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EXHIBIT "B"

SCHEDULE OF SERVICES
Consultant shall diligently perform the Services to the satisfaction according to the following timetable, which may be revised by the City:

Consultant shall diligently perform the Services to the satisfaction according to the timeframe(s) requested by the City within the term of the Agreement and shall meet all established schedules and deadlines.
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COMPENSATION INSURANCE CERTIFICATION

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.
(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.
(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 limits of not less than $1,000,000 per occurrence or claim, $2,000,000 aggregate. Covered professional services shall specifically include all work to be performed under the Agreement.. 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 1034
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.

3.2.12.3 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, and agents shall be listed as additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement. (2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced to the extent the Consultant is in breach of its obligations under this Agreement 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 to the extent the Consultant is in breach of its obligations under this Agreement 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 to the extent the Consultant is in breach of its obligations under this Agreement 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 on behalf

3.2.12.5 Workers' Compensation:
(A) Cancellation: Required insurance policies shall not be canceled or the coverage reduced to the extent the Consultant is in breach of its obligations under this Agreement 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. 1035

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, or agents shall not contribute with this primary insurance with respect to liabilities of the Consultant. 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, and agents, and shall require similar written express waivers and insurance clauses from each of its subconsultants.

3.2.12.8 Evidence of Insurance. The Consultant shall make certified copies of required policies available for review at a local office of the Consultant upon City request in connection with a claim or dispute and original certificates to 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 to the extent the Consultant is in breach of its obligations under this Agreement and not replaced 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 to the extent the Consultant is in breach of its obligations under this Agreement, 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.

3.2.12.9 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 may cancel this Agreement effective upon notice.

3.2.12.10 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.

3.2.12.11 Enforcement of Agreement Provisions (non estoppel).

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

3.2.12.12 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.

3.2.12.13 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 1036
Insurance Requirements. Consultant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of 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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$40,440
$40,440
System Fee $3,370 1
Total Fees
Estimated
Monthly Unit Cost Assumed Units Annual Fee

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 fees and rates:

RETIREMENT PLAN ADMINISTRATION SYSTEM (RPAS) OUTSOURCED ADMINISTRATION Service Highlights
Pension implementation/conversion Services
Pension administrative services
Benefit calculations
Payee administrative services coordination with
trustee
Pension website (retires) and call center access
Data Storage
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Manual Calculations $500 per calculation
Additionally, any
calculations that require in-depth research, such as prior plan benefits or prior acquired company benefits not addressed in the current or future plan documents.

QDRO Processing $750 per QDRO assuming our standard language tions order.

Once an order is submitted that it meets the qualification requirements. If an order is determined to be qualified, the account will be marked as subject to a QDRO. All amounts affected by the order will be allocated to the alternate account with appropriate earnings as defined in the order. If an order is determined to be non- qualified, consultant will provide notice of the reasons for the non-determination and a timeline for a submission of a revised order.

Power of Attorney (POA)
Other Consulting
$400 per POA
For any out-of-scope services consultant performs at the request of the Plan Sponsor where a mutually negotiated fee is not requested by Plan Sponsor, consultant will bill for the time it takes to complete such services using the following hourly rate schedule:

ADDITIONAL ADMINISTRATIVE FEES
$450 - $600 $390- $500
$350 - $500 $180 - $400
4938-1090-9318 v1
Out-of-pocket expenses
In addition to the base fee, out-of-pocket charges will be reimbursed for expenses incurred in connection with defined benefit administration services. Out-of-pocket expenses shall include, but are not limited to, the following:

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:
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Carrier Aon Risk Services Northeast, Inc.

Policy Number 2671839056
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, ation
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:

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 Dated: 01/15/2026
By:
1301 5th Ave STE 3800
Seattle, WA 98101
Title
Address
1040
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: September 16, 2025 Agenda Item: 11E.

Submitted By: Finance and Administrative Services
Prepared By: Sheryl Mariano, Finance Manager
Elora Dutra, Risk Management / HR Officer
Subject:
..titl e
CONSIDERATION OF RESOLUTION NO. 25-142 AWARDING A PROFESSIONAL

CONSULTANT SERVICES AGREEMENT FOR DEFINED BENEFIT ADMINISTRATION SERVICES TO MILLIMAN INC. AND AUTHORIZING THE CITY MANAGER TO ENTER INTO AN AGREEMENT IN AN AMOUNT NOT TO EXCEED $45,000 ANNUALLY FOR A THREEYEAR TERM ..body Fiscal Impact:

Summary:

The City currently engages Defined Benefit Administrative Services from Milliman, Inc. to manage the day-to-day administration of the CSCERP, the City’s legacy retirement plan. The current agreement expires September 30, 2025.

Before the City Council is consideration of Resolution No. 25-142, awarding a professional consultant services agreement to Milliman, Inc. for continued Defined Benefit Administration Services in an amount not to exceed $45,000 annually, which continues the ongoing operations of CSCERP. Following a competitive bidding process, Milliman, Inc. (with a principal place of business in Seattle, Washington) was the sole responsive and responsible bidder.

Background:

The City maintains a legacy retirement plan for employees who were not transitioned over to the California Public Employees’ Retirement System (CalPERS) in 2014. The plan includes employees who retired prior to 2014 and/or their beneficiaries, and inactive employees that left the City prior to 2014 but may retain reciprocity under the California Government Code. The plan also included active and inactive Coastal Animal Services Authority (CASA) employees.

In 2017, the City awarded a contract to Milliman, Inc. for Defined Benefit Administration with a term through September 30, 2024 to oversee these retirement plans. The City Council approved a one-year extension of the agreement in June, 2024 to ensure a smooth transfer of active CASA employees to CalPERS. There are no longer any active employees in CSCERP. 1 Attachment 3
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Meeting Date: September 16, 2025 Agenda Item: 11E.

CITY OF SAN CLEMENTE
On July 28, 2025, the City published a Request for Proposal for Defined Benefit Administration Services for a three (3) year agreement with an option for two (2) one-year extensions that the City Manager can exercise in his discretion. One responsive bid was received and opened on August 19, 2025. No bids were received from local vendors. Milliman, Inc. provided the sole responsive and responsible bid, with an estimated annual fee of $40,440. Additional administrative fees will be charged as listed below and have been included in the estimated total annual cost per year.
 Manual calculations - $500 per calculation
 QDRO processing - $750 per request
 Power of Attorney - $400 per request
 Optional out-of-scope consulting – ranges from $180 to $600 per hour Council Options:
 Adopt Resolution No. 25-142, which would award a three-year professional consultant services agreement to Milliman, Inc. for Defined Benefit Administration Services in an amount not to exceed $45,000 annually and authorize the City Manager to execute the agreement and exercise two (2) optional one-year extensions.
 Modify and adopt Resolution No. 25-142.
 Continue the item with direction to provide additional information. Retirees in the plan will not receive expected monthly payments due to a lapse in service.  Do not award the contract. Retirees in the plan will not receive expected monthly payments due to a lapse in service.

Environmental Review/Analysis:

Not a “project” under the California Environmental Quality Act (CEQA).

Recommended Actions:

Staff Recommendation ..recommendation
Adopt Resolution No. 25-142, which would:

1. Award a three-year professional consultant services agreement to Milliman, Inc. for Defined Benefit Administration Services in an amount not to exceed $45,000 annually;

2. Authorize the City Manager to execute the agreement and exercise two (2) optional one-year extensions in his discretion.
..end
Attachment:

1. Resolution No. 25-142

2. Milliman, Inc. Agreement
Notification:

Milliman, Inc.
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Attachment 1
RESOLUTION NO. 25-142

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SAN CLEMENTE, CALIFORNIA, AWARDING A

PROFESSIONAL CONSULTANT SERVICES AGREEMENT

FOR DEFINED BENEFIT ADMINISTRATION SERVICES TO
MILLIMAN INC. AND AUTHORIZING THE CITY MANAGER

TO ENTER INTO AN AGREEMENT IN AN AMOUNT NOT
TO EXCEED $45,000 ANNUALLY FOR A THREE-YEAR

TERM WITH TWO OPTIONAL ONE-YEAR EXTENSIONS
WHEREAS, the current Professional Services Agreement for Defined Benefit Administration will expire on September 30, 2025; and
WHEREAS, the City has conducted competitive bidding for Defined Benefit Administrative Services; and
WHEREAS, on August 18, 2025, the City received a single bid in the amount of $40,440 for estimated annual fees and additional administrative fees at various pricing levels from Milliman, Inc.; and
WHEREAS, Milliman, Inc. was the lowest responsive and responsible bidder.

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 fully incorporated herein.

SECTION 2. That a Professional Consultant Services Agreement is hereby awarded to Milliman Inc. for Defined Benefit Administrative Services in an amount not to exceed $45,000 annually for a term of three-years with two optional one-year extensions exercisable in the City Manager’s discretion.

SECTION 3. That the City Manager is hereby authorized and directed to execute a Professional Consultant Services Agreement with Milliman, Inc. for Defined Benefit Services in a form substantially similar to that presented to the City Council on September 16, 2025.

SECTION 4. That City staff is authorized and directed to execute such other documents and take such other and further actions as are necessary and proper to accomplish the purposes of this resolution.

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. 10433
Resolution No. 25-142 Page 2
PASSED AND ADOPTED this day of September, 2025.
__________________________
Steve Knoblock, Mayor of the
City of San Clemente, California
ATTEST:
__________________________
CITY CLERK of the City of San
Clemente, California

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. 25-142 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:

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 MILLIMAN, INC., a WASHINGTON CORPORATION, with its principal place of business at 1301 5TH AVE STE 3800, SEATTLE, WA 98101 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. RECITALS.

2.1 Consultant.

2.2 Project.

City desires to engage Consultant to render such professional DEFINED BENEFIT ADMINISTRATION consulting services as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.2 Term. The term of this Agreement shall be from the COMMENCEMENT DATE to SEPTEMBER 30, 2028, or until completed to the City’s satisfaction, unless earlier terminated as provided herein. The City Manager or his or her designee shall have the unilateral option, at his/her sole discretion, to renew this Agreement for no more than TWO additional oneyear 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.

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

Consultant retains the right to perform similar or different services for others during the term of 10455
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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.

3.2.4 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 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 10466
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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:

3.2.7 City's Representative. The City hereby designates ELORA DUTRA, RISK MANAGEMENT/HR OFFICER, or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative").

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.

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.
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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 FORTY-FIVE THOUSAND DOLLARS ($45,000) ANNUALLY AT THE SERVICE RATES SET FORTH IN EXHIBIT “D” without prior written approval of the City Council or City Manager as applicable. Extra Work may be previously authorized in writing, as described below, and if so 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 previously authorized in writing by City, or included in Exhibit "D" of this Agreement.
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Consultant shall not perform, nor be compensated for, Extra Work without prior 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 four (4) years from the date of final payment under this Agreement.

3.5 General Provisions.

3.5.1 Termination of Agreement.
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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.

Consultant: MILLIMAN, INC.
1301 5TH AVE STE 3800
SEATTLE, WA 98101
ATTN: STEPHANIE SORENSON, PRINCIPAL AND DB

DIRECTOR OF CLIENT RELATIONS
City: City of San Clemente
910 Calle Negocio
San Clemente, CA 92673
ATTN: Laura Campagnolo, City Clerk and ELORA

DUTRA, RISK MANAGEMENT/HR OFFICER
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 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 105010
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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.

3.5.6 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 105111
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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.

3.5.8 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.

3.5.15 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 105212
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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.

3.5.22 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.

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.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly 105313
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executed on the respective dates set forth opposite of their signatures.

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

MILLIMAN, INC, A WASHINGTON

CORPORATION
(“CONSULTANT”)
By:_____________________________
Dermot Cory, CEO
Dated: _________________________
By:_____________________________
Mary Christine Clare, Secretary
Dated: _________________________
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EXHIBIT "A"

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

Full Administration Services for the City of San Clemente’s legacy employee retirement plan including.
• All data (participant and financial) gathering, processing, storage, and transmission; • Dissemination of related annual notices to participants; • Preparation of all required federal and state paperwork and reports to ensure regulatory requirements are met;
• Providing annual defined benefit valuation data to plan actuary; • All benefit estimates, calculations and forms;
• Reconciliation of retiree payment register;
• QDRO qualification and distribution;
• Electronic and telephonic participant access to administrative staff.

In addition, Consultant shall provide all services as outlined in the “Defined Benefit Administration Outsourcing Service Proposal” dated August 18, 2025 and incorporated herein by this reference.
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EXHIBIT "B"

SCHEDULE OF SERVICES
Consultant shall diligently perform the Services to the City’s satisfaction according to the timeframe(s) requested by the City within the term of the Agreement and shall meet all established schedules and deadlines.
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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 occurrence or claim, $2,000,000 aggregate. 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 105717
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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.

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. 105818
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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.

3.2.12.7 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).

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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Service Highlights
 Pension implementation/conversion Services
 Pension administrative services
 Benefit calculations
Estimated
Annual Fee
$40,440
$40,440
System Fee $3,370 1
Total Fees
Monthly Unit Cost Assumed Units
Manual Calculations $500 per calculation
Manual calculations are those calculations that cannot be programmed into consultant’s administration system. Additionally, any calculations that require in-depth research, such as prior plan benefits or prior acquired company benefits not addressed in the current or future plan documents.

QDRO Processing $750 per QDRO assuming our standard language Consultant’s benefit administrators shall handle all aspects of QDRO processing. Sample QDRO language is available at MillimanBenefits.com or through the Call Center to assist the participant’s legal advisor in preparation of the domestic relations order.

Once an order is submitted by a participant, it is reviewed by consultant’s staff to ensure that it meets the qualification requirements. If an order is determined to be qualified, the participant’s account will be marked as subject to a QDRO. All amounts affected by the order will be allocated to the alternate payee’s account with appropriate earnings as defined in the order. If an order is determined to be nonqualified, consultant will provide notice of the reasons for the non-determination and a timeline for a submission of a revised order.

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 following fees and rates:

RETIREMENT PLAN ADMINISTRATION SYSTEM (RPAS) – OUTSOURCED ADMINISTRATION

ADDITIONAL ADMINISTRATIVE FEES

There are no reimbursable expenses under this Agreement. Total compensation shall not to exceed $45,000 annually.

Principal $450 - $600 Manager $390- $500
Consultant $350 - $500 Analyst $180 - $400

 Payee administrative services coordination with
trustee
 Pension website (retires) and call center access
 Data Storage
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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.

Dated: _______________________________
________________________________
(“CONSULTANT”)
By: ________________________________
________________________________
Title
________________________________
Address
________________________________
22 □
n
C
1062
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: January 20, 2026 Agenda Item: 11L.

Submitted By: Beaches, Parks and Recreation
Prepared By: Randy Little, Maintenance Manager
Subject:
..titl e
CONSIDERATION OF A FIRST AMENDMENT TO CONTRACT NO. C24-67 WITH GREAT SCOTT TREE SERVICE, INC. TO INCREASE THE FY 2025–26 BASE CONTRACT AMOUNT,

AND FINDING THE ACTION CATEGORICALLY EXEMPT FROM THE CALIFORNIA ENVIRONMENTAL QUALITY ACT..body
Fiscal Impact:

If approved, this action would result in a one-time increase to the FY 2025–26 base contract amount for tree maintenance services by $57,719, from $319,937.57 to $377,656.57, while leaving the supplemental/emergency allocation unchanged at $60,000. The resulting revised notto-exceed contract amount for FY 2025–26 would be $437,656.57. No supplemental appropriation is required, as sufficient funds are available within the adopted FY 2025–26 budget in Account No. 001-633-43426 to support the proposed one-time contract amendment.

Summary:

Staff is requesting approval of a First Amendment to Contract C24-67 with Great Scott Tree Service, Inc. (“Great Scott”) to increase the base contract amount for FY 2025–26. The proposed increase would cover out-of-cycle tree maintenance work completed at San Gorgonio Park that was necessary to protect public safety, preserve tree health, and address hazardous conditions affecting the surrounding park.

This is a proposed one-time adjustment and would not modify the contract term, scope of services, or the supplemental/emergency work allocation.

Background:

In November 2024, the City Council approved a three-year tree maintenance contract (with two optional years) with Great Scott. The contract includes annual trimming of approximately 3,770 public trees, arborist services, stump grinding, and as-needed emergency response or removals.

During FY 2025–26, staff identified conditions at San Gorgonio Park that required immediate, outof-cycle tree work outside of the City’s normal maintenance rotation. The work was necessary to mitigate public safety risks, protect tree health, and prevent further deterioration of park assets.

These services exceeded the base contract allocation but were critical to maintaining safe and sustainable park operations. Funding is available within the adopted budget, and staff is recommending a one-time adjustment to the base contract amount to cover this work. 1063
Meeting Date: January 20, 2026 Agenda Item: 11L.

CITY OF SAN CLEMENTE 2
Council Options:
 Adopt Resolution No. 25-16 approving the First Amendment to Contract C24-67 and making the associated California Environmental Quality Act (CEQA) findings.  Modify the resolution and adopt as amended.
 Provide alternate direction.
 Take no action.

Environmental Review/Analysis:

This activity is categorically exempt from the California Environmental Quality Act pursuant to Class 1, Existing Facilities (CEQA Guidelines §15301), which applies to routine maintenance of existing public facilities, including landscaping and tree trimming.

Recommended Actions:

Staff Recommendation ..recommendation
Staff recommends that the City Council adopt Resolution No. 25-16, which would:

1. Determine that the project is categorically exempt from the California Environmental Quality Act (CEQA) pursuant to Class 1 (Existing Facilities, 14 CCR §15301); and

2. Approve the First Amendment to Contract C24-67 with Great Scott Tree Service, Inc., increasing the base contract amount by $57,719 for a revised FY 2025–26 not-to-exceed amount of $437,656.57, with funding available in Account No. 001-633-43426. ..end
Attachment:

1. Resolution No. 25-16

2. First Amendment to C24-67
Notification:

None.
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Attachment 1
RESOLUTION NO. 25-16

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SAN CLEMENTE, CALIFORNIA, APPROVING A FIRST
AMENDMENT TO CONTRACT NO. C24-67 WITH GREAT
SCOTT TREE SERVICE, INC. TO INCREASE THE FY 2025–
26 BASE CONTRACT AMOUNT BY $57,719, AND FINDING

THE ACTION CATEGORICALLY EXEMPT FROM THE

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA)
UNDER CLASS 1 OF THE STATE CEQA GUIDELINES
SECTION 15301 (EXISTING FACILITIES, 14 CCR 15301)
WHEREAS, in November 2024, the City Council awarded Contract No. C24-67 to Great Scott Tree Service, Inc. (“Great Scott”) for citywide tree maintenance services, including annual trimming of public trees, arborist services, stump grinding, and as-needed emergency response and removals; and
WHEREAS, Section 3.3.1 of Contract No. C24-67 establishes the compensation and not-to-exceed amount for Fiscal Year 2025–26; and
WHEREAS, during FY 2025–26, the City required out-of-cycle tree maintenance work at San Gorgonio Park that was necessary to protect public safety, preserve tree health, and address hazardous conditions affecting the surrounding park; and WHEREAS, the cost of this work exceeded the existing base contract allocation for FY 2025–26, and the City desires to amend the Agreement to reflect a one-time increase to the base contract amount; and
WHEREAS, sufficient funding is available in the FY 2025–26 adopted budget and no additional appropriation is required.

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

SECTION 1. Based on a review of the record as a whole, the City Council finds and determines that the approval of the First Amendment to Contract No. C24-67 is categorically exempt from the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines §15301 (Class 1, Existing Facilities) because it consists of the operation, repair, maintenance, and minor alteration of existing public facilities, including routine tree trimming and landscape maintenance.

SECTION 2. The City Council approves the First Amendment to Contract No. C24- 67 with Great Scott Tree Service, Inc., increasing the FY 2025–26 base contract amount by $57,719, for a revised not-to-exceed amount of $437,656.57, with funding available in Account No. 001-633-43426, and with no change to the supplemental/emergency work allocation.
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Resolution No. 25-16 Page 2
SECTION 3. The City Manager, or designee, is hereby authorized and directed to execute the First Amendment in a form substantially similar to that presented to the City Council on January 20, 2026.

SECTION 4. 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 ____________________, _______.

ATTEST:
___________________________ __________________________
City Clerk of the City of Rick Loeffler, Mayor of the City of San Clemente, California San Clemente, California
1066
Resolution No. 25-16 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. 25-16 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:

FIRST AMENDMENT TO

AGREEMENT FOR MAINTENANCE SERVICES FOR
GREAT SCOTT TREE SERVICE, INC.

This First Amendment to Maintenance Services Agreement C24-67 for ANNUAL TREE MAINTENANCE SERVICES (this “First Amendment”) is made and entered into on this ____ day of ________, 2026, by and between the CITY OF SAN CLEMENTE, a California municipal corporation (“City”), and (“Consultant”).

R E C I T A L S:

A. City and Consultant entered into that certain Agreement for Maintenance Services for ANNUAL TREE MAINTENANCE SERVICES (the “Agreement”) on November 19, 2024.

B. During FY 2025–26, the City required out-of-cycle tree maintenance work at San Gorgonio Park that was necessary to protect public safety, preserve tree health, and address hazardous conditions affecting the surrounding park.

C. The cost of this work exceeded the existing base contract allocation for FY 2025–

26. Sufficient funds are available in the adopted FY 2025–26 budget (Account No. 001-633-43426), and no supplemental appropriation is required.

D. On January 20, 2026, the City Council adopted Resolution No. 25-XX, approving this First Amendment and determining that the action is categorically exempt from CEQA pursuant to Class 1 (Existing Facilities), CEQA Guidelines §15301.

E. City and Consultant desire to amend the Agreement in the manner provided herein.

C O V E N A N T S:

1. Section 3.3.1 of the Agreement is hereby amended to read as follows:

Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement, including all work necessary to reasonably complete the Services, at the rates set forth in Exhibit “E” attached hereto and fully incorporated herein by this reference. For Fiscal Year 2025–26, the base contract amount is increased by Fifty-Seven Thousand Seven Hundred Nineteen Dollars ($57,719.00) to reflect out-of-cycle tree maintenance work completed at San Gorgonio Park such that the total compensation under this Agreement shall not exceed Four Hundred Thirty-Seven Thousand Six Hundred Fifty-Six Dollars and Fifty-Seven Cents ($437,656.57). Such amount includes a base contract amount of Three Hundred Seventy-Seven Thousand Six Hundred Fifty-Six Dollars and Fifty-Seven Cents ($377,656.57) and a supplemental/emergency allocation of Sixty Thousand Dollars ($60,000.00).

Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 1068

2. This First Amendment and the Agreement may be executed electronically with the same force and effect as original ink signatures.

3. Except as expressly amended by this First Amendment, the remaining portions of the Agreement shall remain in full force and effect.

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: _________________________
_____________________________
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

GREAT SCOTT TREE SERVICE, INC.,
a California Corporation
(“CONTRACTOR”)
By:________________________________
Scott P. Griffiths, President/CEO
Dated: ___________________________
By:________________________________
Steven J. Guzowski, CFO
Dated: ____________________________
1069
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: January 20, 2026 Agenda Item: 11M.

Submitted By: Finance and Administrative Services
Prepared By: Brian Brower, Assistant City Manager
Subject:
..titl e

CONSIDERATION OF A RESOLUTION APPROVING A LEASE AGREEMENT WITH THE

DEPARTMENT OF HOMELAND SECURITY CUSTOMS AND BORDER PROTECTION

AGENCY FOR THE INSTALLATION AND OPERATION OF A MARITIME SURVEILLANCE SYSTEM ON CITY-OWNED LAND AT THE RESERVOIR 5 COMMUNICATIONS SITE (APN 690-502-16 AND 690-502-12), AUTHORIZING THE CITY MANAGER TO EXECUTE THE

AGREEMENT, AND FINDING THE ACTIONS EXEMPT FROM THE CALIFORNIA ENVIRONMENTAL QUALITY ACT ..body
Fiscal Impact:

The Lessee will pay the costs related to the installation, operation, and maintenance of the system, including electrical utility services that are required for Lessee to carry out the permitted use.

Summary:

If adopted, Resolution 26-17 will approve, and authorize the City Manager to execute, a site lease agreement with the Department of Homeland Security Customs and Border Protection Agency (CBP) for the purpose of installing and operating a maritime surveillance system at the Reservoir 5 Communications Site to address public health and safety concerns arising out of illegal vessel landing activities along the local shoreline.

Background:

At the February 4, 2025 meeting of the City Council, staff was given direction to communicate with CBP to gauge interest and feasibility in placing ocean-facing surveillance cameras within the City of San Clemente (City) to better protect public health and safety concerns arising out of illegal vessel landing activities along the local shoreline.

Over the following months, City staff participated in multiple meetings with CBP staff, including site visits to the Maritime Coordination Center (MCC) in Long Beach, CA, as well as exploring various locations within the City. After conducting site visits within San Clemente at the Avenida Salvador Reservoir 5 Communications Site and various locations along the beach.

CBP representatives presented the opportunity to implement a maritime surveillance system located at a high vantage point in San Clemente to observe vessel activity off the coast. This system includes a wide base, tall mast, and a collection of equipment including radar, camera, sensor, and communication hardware. Preliminary discussions were focused on the elevated location at the Avenida Salvador Reservoir 5 Communications Site, although surveillance installations located near the shoreline were also considered. 1070
Meeting Date: January 20, 2026 Agenda Item: 11M.

CITY OF SAN CLEMENTE 2
Discussion:

At the November 18, 2025 Council Meeting, the City Council was presented with a draft site lease agreement for the installation and operation of the proposed maritime surveillance system. The City Council directed staff to further negotiate with CBP and finalize an agreement with terms and conditions more clearly defined and better aligned with City interests, as well as addressing concerns relating to resident privacy.

Through subsequent discussions, CBP reiterated that Reservoir 5 Communications Site is the preferred location for an effective installation, due to a superior viewshed up and down the coast, and an elevated perspective that allows visibility into offshore waters. Despite range and view limitations, discussions are ongoing regarding a secondary installation near the shoreline, with consideration to locations on the pier or along the coastal bluff. However, the agreement being proposed in Resolution No. 26-17 relates only to the specific location at the Reservoir 5 Communications Site, which is shown in Figure 1 below:

Figure 1 - General Site Lease Location
The lease being proposed includes terms and conditions better aligned with City priorities than the prior draft, including a clearly defined permitted use, the Lessee being responsible for utility costs throughout the agreement, and language requiring the Lessee to obtain City approval for any substantial alterations to the installation. The key terms of the lease are summarized below:
 Location on Reservoir 5 Communications Site, in the area totaling approximately 256 square feet (16’ x 16’) as identified in Exhibit A-2, and A-3 of the lease. 1071
Meeting Date: January 20, 2026 Agenda Item: 11M.

CITY OF SAN CLEMENTE 3
 Permitted Use defined as use of the site to deploy, construct, operate, maintain, repair and remove a relocatable surveillance tower system, as depicted in in Figure 2 below.

Figure 2 – Portable Tower System
 Five-year term, with (3) five-year renewal options.
 Lesee will pay a one-time fee of $10, in addition the expense of electricity over the life of the agreement. Similar to existing communications installations such as the Orange County 800mHz system (OCFA, OCSD, and SC public Safety communications), and the South Orange County Volunteer Radio group (RACES), entities whose facilities provide a clear public benefit or address public health and safety concerns do not pay rent as would a commercial lessee.
 Lessee will establish their own electrical utility connection and pay all related costs over the life of the agreement.
1072
Meeting Date: January 20, 2026 Agenda Item: 11M.

CITY OF SAN CLEMENTE 4
 Lessee will pay for all equipment, installation, maintenance, repair, and removal costs.

The system(s) being proposed would be owned, operated, maintained and controlled solely by the federal government, with no shared system access provided to City staff or local law enforcement. However, CBP staff has indicated that certain information gathered by the system, such as identification of a vessel in distress, could be shared with local authorities.

The City expressed concern over the privacy of residents and the desire to have oversight or the ability to observe the system in-use, as a means to ensure the residential areas are not being surveilled. In regard to a City representative observing the system in-use, CBP has stated that the system user interface is proprietary and requires special clearance to be viewed, presenting a challenge to this request. In response to privacy concerns, CBP has stated the system would be configured to avoid scanning residential areas that fall into the scan viewshed, focusing the system on the marine environment. CBP has maintained the purpose of the system is specifically maritime surveillance, and the system would be singularly focused on offshore activities.

However, there may be an instance in which there is an active smuggling event, detected by the system at sea, in which the subsequent smuggling event traverses through the residential neighborhoods. In such a case, the system may continue to track and monitor. To restrict this functionality would be contrary to the spirit and intent of the deployment. Therefore, they cannot make such a contractual obligation.

Pursuant to the Final Updated Surplus Land Act (SLA) Guidelines, dated August 1, 2024, the leasing of the small section of the property as proposed is for agency use (i.e., public health and safety) and does not constitute a disposition of public land, and therefore the requirements of the SLA are not applicable to the proposed agreement.

Council Options:
1 Adopt Resolution No. 26-17, approving, and authorizing the City Manager to execute, the lease agreement with CBP for a maritime surveillance system as presented to City Council on January 20, 2026, and finding the actions are categorically exempt from the California Environmental Quality Act.
2 Modify and Adopt Resolution No. 26-17.
3 Direct staff to further negotiate with CBP and return to the City Council with a modified form of the lease agreement for review and approval.
4 Direct staff to discontinue coordination with CBP for placement of a maritime surveillance system within the City.
5 Continue the item for further information or direction.

Environmental Review/Analysis:

The proposed action is categorically exempt from the California Environmental Quality Act (CEQA) under Class 3, Section 15303 of the state CEQA Guidelines (14 CCR 15303) because it 1073
Meeting Date: January 20, 2026 Agenda Item: 11M.

CITY OF SAN CLEMENTE 5
consists of the construction and location of a new, small facility or structure on an existing communications site with no direct or foreseeable indirect significant impact on the environment.

Recommended Actions:

Staff Recommendation ..recommendation
STAFF RECOMMENDS that the City Council adopt Resolution No. 26-17, which will:

1. Determine that the actions are categorically exempt from the California Environmental Quality Act (CEQA) under Class 3, Section 15303 of the state CEQA Guidelines (14 CCR 15303); and

2. Approve, and authorize the City Manager to execute, the lease agreement with Department of Homeland Security Customs and Border Protection Agency (CBP) for a maritime surveillance system at the Reservoir 5 Communications Site.
..end
Attachment:

1. Resolution No. 26-17

2. Exhibit A - Lease Agreement
Notification:

None.
1074
Attachment 1
RESOLUTION NO. 26-17

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SAN CLEMENTE, CALIFORNIA, APPROVING A LEASE

AGREEMENT WITH THE WITH DEPARTMENT OF

HOMELAND SECURITY CUSTOMS AND BORDER

PROTECTION AGENCY FOR THE INSTALLATION AND

OPERATION OF A MARITIME SURVEILLANCE SYSTEM ON
CITY-OWNED LAND AT THE RESERVOIR 5
COMMUNICATIONS SITE (APN 690-502-16 AND 690-502-
12), AUTHORIZING THE CITY MANAGER TO EXECUTE THE

AGREEMENT AND FINDING THE ACTIONS EXEMPT FROM

THE CALIFORNIA ENVIRONMENTAL QUALITY ACT
WHEREAS, at the February 4, 2025 meeting of the City Council, staff was given direction to communicate with the Department of Homeland Security Customs and Border Protection Agency (CBP) to gauge interest and feasibility in placing ocean-facing surveillance cameras within the City of San Clemente (City) to better address public health and safety concerns arising out illegal vessel landing activities along the local shoreline; and WHEREAS, over the following months, City staff participated in multiple meetings with CBP staff, including site visits to the Maritime Coordination Center (MCC) in Long Beach, CA, as well as exploring various locations within the City; and WHEREAS, CBP representatives have presented the opportunity to implement a maritime surveillance system located at a high vantage point in San Clemente to observe vessel activity off the coast; and
WHEREAS, CBP has indicated that constructing and installing the proposed maritime surveillance system will require a lease agreement to ensure long-term access and use of the site; and
WHEREAS, the system(s) being proposed would be owned, operated, maintained and controlled solely by the federal government; and
WHEREAS, there is a clear and unquantifiable public benefit to the residents of San Clemente for the proposed maritime surveillance system; and WHEREAS, the proposed lease agreement is for the public health and safety, which is in the best interest of City and the public and constitutes an agency use of the property.

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

SECTION 1. The above recitals are true and correct and incorporated herein fully by reference.
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Resolution No. 26-17 Page 2
SECTION 2. Based on the record as whole, the action is hereby determined to be categorically exempt from the California Environmental Quality Act (CEQA) under Class 3, Section 15303 of the state CEQA Guidelines (14 CCR 15303) because it consists of the construction and location of a new, small facility or structure on an existing communications site with no direct or foreseeable indirect significant impact on the environment.

SECTION 3. The Lease Agreement between the City of San Clemente and the Department of Homeland Security Customs and Border Protection Agency (CBP) for the use of installing and operating a maritime surveillance system at the Reservoir 5 Communications Site are hereby approved.

SECTION 4. The City Manager is hereby authorized and directed to execute the Lease Agreement with CBP in a form substantially similar to that presented to the City Council on January 20, 2026.

SECTION 5. The City Manager, or the City Manager's designee, is hereby authorized and directed to carry out any and all additional, other and further actions as are necessary and proper to accomplish the purpose and intent of this resolution, including, but not limited to executing such documents as are necessary and proper to effectuate the installation of a maritime surveillance system at the Reservoir 5 Communications Site.

SECTION 6. 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 ____________________, _______.

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. 26-17 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:

BETWEEN
U.S. CUSTOMS AND BORDER PROTECTION, AS LESSEE
AND
City of San Clemente, CA, AS LESSOR
THIS LEASE, which is entered into under the authority of 8 U.S.C. § 1103(b), is made and entered into upon the date of U.S. government signature written below, by and between the City of San Clemente, CA, whose interest in the property hereinafter described is that of fee simple owner, hereinafter called the “Lessor,” and the United States of America, by and through U.S. Customs and Border Protection, who together with their agents, representatives, employees, contractors and subcontractors, shall collectively hereinafter be called “Lessee.” WITNESSETH: The parties hereto covenant and agree as follows:

WHEREAS, Lessee seeks to lease certain real property, together with a right of access thereto, that is owned by Lessor in the County of Orange County, State of California; WHEREAS, Lessor is willing to lease said property to Lessee; and WHEREAS, the purpose of this Lease is to allow Lessee to deploy, construct, operate, maintain, repair and remove a relocatable tower site.

NOW THEREFORE, for and in consideration of the mutual covenants and agreements set forth in this Lease, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lessor and Lessee agree as follows:

1. Site. Lessor is the fee simple owner of the property that is the subject of this Lease, identified in the Orange County property records as permanent parcel number 690-502-16 (the “Property”). The site consists of a portion of the Property totaling approximately 256 sq. ft. (16’ x 16’) in area to be used for a relocatable tower site, as depicted on Exhibit A, A-2, and A-3, attached hereto and incorporated herein by reference (the “Site”). The approximate relevant coordinates for the Site are: Latitude 33.431011, and Longitude -117.597618 (City of San Clemente AST Maritime Tower).

2. Permitted Use. During the term of this Lease, Lessee shall have exclusive (except as otherwise provided herein) use of the Site to deploy, construct, operate, maintain, repair and remove a relocatable surveillance tower system (the “Permitted Use”). The Site will be substantially similar to that depicted on the generic Exhibit B attached hereto and made a part hereof. The work that may be performed at the Site is described in Exhibit C, attached hereto and incorporated herein by reference. Unless otherwise agreed to by the parties, any and all improvements, equipment, or property that are placed upon the Site by Lessee shall remain the property of Lessee and upon the expiration or earlier termination of this Lease shall be removed by Lessee in accordance with the terms of this Lease. The Permitted Use also includes, but is not limited to, the following activities: (a) performing site surveys, site assessments, test borings, and other such exploratory work related to such road maintenance, repair and/or improvement, (b) access U.S. Customs and
Border Protection
1078
2 Lessor ____ Lessee _____
for, and temporary storage of, the equipment, materials and supplies necessary for the aforesaid activities, provided that said temporary storage shall be allowed only for so long as the Property is being used for the Permitted Use and that no permanent storage will be allowed; and (c) access for the purpose of accessing and performing work on adjacent properties. Nothing herein contained shall be construed as requiring Lessee to perform any of the aforementioned repairs, maintenance or improvements and all such work shall be at Lessee’s sole discretion. Lessee acknowledges that additional environmental studies may be required prior to performing the aforementioned activities. No hazardous materials shall be permitted on the Site.

3. Access to the Site. Lessor hereby agrees that Lessee’s right of access to the Site, which is leased to Lessee as a part of this Lease, shall be exercised in accordance with the following terms and conditions. Lessee shall be permitted to access and use those portions of Lessor’s Property that are necessary for Lessee’s access to the Site described herein 24-hours per day, 7-days-per-week. Lessee’s right of access shall extend and apply to its employees, agents, and contractors and shall follow the path indicated in Exhibit A.

4. Term. The initial term of this Lease shall commence on the date of U.S. government signature written below (the “Lease Commencement Date”) and runs through September 30, 2030. The initial term shall be followed by three (3) five (5)-year renewal options commencing on October 1, 2030, October 1, 2035 and October 1, 2040. The renewal options shall run solely in favor of the Lessee, provided adequate funds are available from Congress for the payment of rentals. Renewal is within the sole discretion of the Lessee and may be accomplished only if Lessee provides Lessor written notice of its intent to exercise its option to renew the Lease at least sixty (60) days prior to the expiration of any term (the “Lease Expiration Date”). All terms and conditions of this Lease shall remain the same during the Term unless otherwise provided herein.

5. Payment. In Exchange for this Lease, Lessee shall make a one-time payment to Lessor of Ten and 00/100 Dollars ($10.00).

6. Utilities. Lessee is responsible for obtaining utilities services necessary to carry out the Permitted Use.

Lessor agrees to take whatever actions are necessary to accommodate or facilitate Lessee's acquisition of the utility services that are required for Lessee to carry out the Permitted Use at the Site; provided, however, that any associated costs or expenses are paid by Lessee.

7. Real Estate Taxes. Lessor shall be responsible for the real estate taxes attributable to the Site.

8. Termination.
(a) The Lessee may terminate this Lease for any reason during any term by giving at least a sixty (60) days prior written notice to the Lessor. No rent shall accrue after the effective date of termination. The Lease shall be terminated if funds are not made available for the continuation of the Lease in a fiscal year covered by the Lease. In such case, the parties agree that Lessee’s termination costs shall be limited to the rental amount that Lessee would otherwise be required to pay pursuant to Paragraph 5 of this Lease during the 60-day notice period.
1079
3 Lessor ____ Lessee _____
(b) Lessor may terminate this Lease upon Lessee’s failure to cure any breach of the terms of this Lease for more than sixty (60) days after written notice thereof from Lessor. Said notice shall be computed commencing with the date of mailing.

9. Limitation on Use. The Site may only be used by Lessee for the Permitted Use. In turn, Lessor agrees that it shall not take any action that will interfere with Lessee’s Permitted Use of the Site.

10. Maintenance and Repairs. Lessee agrees that it shall be solely responsible for the maintenance, repair, and upkeep for any and all improvements, equipment, or other property it places upon the Site.

11. Non-Interference. Lessor shall not allow any condition to exist that would cause a conflict or be allowed to cause interference, failure, or interruption with the Permitted Use, including the frequency or modulation of Lessee’s equipment on or near the tower at any time. Lessee shall give Lessor written notice of any interference, failure or interruption under this provision, and Lessor shall have thirty (30) days to cure the condition causing the interference, failure or interruption.

12. Compliance with Applicable Law. Lessee will comply with all federal, state, and local laws that are applicable to the Permitted Use on the Site; provided that nothing in this Lease shall be construed as a waiver of any sovereign immunity of the United States Government.

13. Removal of Lessee’s Property. Upon the expiration or earlier termination of this Lease, Lessee shall remove any improvements, equipment, or other property placed upon the Site by Lessee. Beyond the removal of Lessee’s improvements, equipment, or property from the Site, Lessor shall have no right to require that Lessee restore the Site upon the expiration or termination of the Lease and waives all claims against the Lessee for waste, damages, or restoration arising from or related to Lessee’s Permitted Use of the Site during the term of the Lease (including any extensions thereof).

14. Sublease and Assignment. Lessee may not sublet any part of the Site, nor may Lessee assign all or any part of its rights or interests in this Lease. Lessor agrees that it will not sell the Site, or any portion thereof, unless the potential purchaser agrees to be bound by the terms of this Lease. Should Lessor sell the Property, Lessor will notify the Lessee within thirty (30) days of closing of the new owner’s contact information. Lessee may not recognize an assignment of this Lease unless such assignment satisfies the requirements of the Assignment of Claims Act (31 U.S.C. § 3727 and 41 U.S.C. § 6305), and federal regulations found at 48 C.F.R. §§ 32.800 – 32.806.

15. Successors Bound. This Lease shall bind, and inure to the benefit of, the parties hereto and their respective heirs, executors, administrators, and successors, and assigns.

16. Non-Waiver. The failure of either party to insist, in any one or more instances, upon the strict performance of any one or more of the obligations of this Lease, or to exercise any election herein contained, shall not be construed as a waiver or relinquishment for the future of the performance of such one or more obligations of this Lease or of the right to exercise such election, but the Lease shall continue and remain in full force and effect with respect to any subsequent breach, act or omission.

17. Integrated Agreement and Modifications in Writing. This Lease and any exhibits hereto, upon execution, contains the entire agreement of the parties and no prior written or oral agreement, express or implied, shall be admissible to contradict the provisions of this Lease. No alteration or variation of this Lease shall be valid unless made in writing and signed by the parties hereto. 1080
4 Lessor ____ Lessee _____

18. Alterations. In carrying out the Permitted Use, Lessee shall have the right during any term of this Lease to make modifications to any improvements or equipment that are placed upon on the Site, to erect or place new improvements or equipment upon the Site, and to place signs upon the Site, provided, however, that Lessee shall consult with Lessor and obtain Lessor’s prior written approval regarding the placement of new improvements or equipment on the Site if the new improvements or equipment are substantially different than the existing improvements or equipment on the Site. Lessor shall not unreasonably withhold, condition or delay its approval of new improvements that Lessee deems necessary to the Permitted Use.

In the event that the Lessee desires to materially change the Permitted Use, Lessee shall obtain Lessor’s prior written permission.

19. Availability of Appropriations. In accordance with 31 U.S.C § 1341, 41 U.S.C. § 6301, and federal law, Lessee’s obligations under this Lease are contingent upon the availability of appropriated funds from which payment for contract purposes can be made. The continuation of this Lease each fiscal year (October 1 – September 30) is dependent on the availability of funds for this purpose and the Lease shall be terminated, in accordance with Paragraph 8(a) above, if funds are not made available to continue the Lease in subsequent fiscal years. Nothing in this Lease shall be construed as implying that Congress will, at a later date, appropriate funds sufficient to meet rent payments.

20. No Waiver of Sovereign Immunity. Nothing herein shall require Lessee to perform any act, or to not act, i.e., an omission, in a manner, that would constitute a violation of law or federal fiscal policy. Lessor further acknowledges that no employee or contractor of the United States Government has the authority in law or the ability in fact to waive certain government rights, e.g., rights relating to or involving the sovereign immunity of the United States or rights pertaining to personal property. Nothing herein shall be construed as a waiver of the sovereign immunity of the United States.

21. Holdover. Should Lessee holdover after the expiration of the Term, or any extension thereof, such tenancy shall be from month-to-month on all terms, covenants, conditions, and conditions of this Lease, provided adequate appropriations are provided by Congress for the payment of rent.

22. Governing Law. This Lease is governed by federal law.

23. Disputes. This Lease is subject to and governed by the Contract Disputes Act, 41 U.S.C. § 7101, et seq.

24. Condition of the Site. Notwithstanding anything herein to the contrary, Lessee agrees that it is familiar with the condition of the Site and warrants that it has made its own inspection of the Site and agrees that the foregoing is suitable to carry out the Permitted Use.

25. No Presumption Against Drafting Party. All parties have had the opportunity to draft, review and edit the language of this Lease, and thus no presumption for or against any party arising out of the drafting of all or any part of this Lease shall be applied in any action relating to, connected with, or involving this Lease.

26. Authority. Lessor covenants and represents that it is the lawful owner of the Property. By his or her execution hereof, each of the persons signing on behalf of the parties hereto hereby represents and warrants that each is fully authorized to act and execute this Lease on behalf of their respective party.

27. Quiet Enjoyment. So long as Lessee is not in default under this Lease, Lessee shall, subject to the terms of this Lease, at all times during the term or any extensions thereof, have peaceful and quiet enjoyment of the Site against any person or persons claiming by, through or under Lessor. 1081
5 Lessor ____ Lessee _____

28. Counterparts. This Lease may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

29. Severability. Whenever possible, each provision of this Lease shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Lease shall be determined by a court of competent jurisdiction to be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision and the remaining provisions of this Lease.

30. No Effect on Statutory Authority. Lessor acknowledges and agrees that nothing set forth herein shall be construed as having any effect or placing any limit on any statutory authority Lessee may have to access lands for purposes of patrolling the border and enforcing federal law.

31. Federal Tort Claims Act. If the death of or injury to any person, or loss of or damage to any real or personal property of any person, is caused by Lessee, the liability, if any, of Lessee shall be determined in accordance with applicable law, including applicable provisions of the Federal Tort Claims Act (28 U.S.C. §§ 2671 – 2680, as amended). Lessee’s liability under this clause is subject to the availability of appropriations for such payment, and nothing contained herein may be considered as implying that Congress will at a later date appropriate funds sufficient to meet any deficiencies.

32. Notices. All notices or other communications hereunder shall be in writing and shall be deemed duly given when delivered (or attempted delivery of the same is refused or cannot be affected at the last address of which notice has been provided pursuant to this Section) via messenger or nationally recognized overnight courier service, or United States Mail, postage prepaid, certified, return receipt requested.

If intended for Lessor, notices shall be addressed to:

Name: Office of the City Clerk
Address:910 Calle Negocio
San Clemente, CA 92673
Phone:

E-mail:

If intended for the Lessee, notices shall be addressed to:

U.S. Customs and Border Protection
ATTN: Land Lease Administrator
USBP PMOD, 6.5E STOP 1039
1300 Pennsylvania Avenue NW
Washington, D.C. 20229
With copy sent to:

Assistant Chief Patrol Agent
Technology Management Innovation Branch
U.S. Border Patrol
San Diego Sector Headquarters
2411 Boswell Rd.

Chula Vista CA, 91914
Phone: (619)216-4000
1082
6 Lessor ____ Lessee _____
or to such other place and with such other copies as either party may designate as to itself by written notice to the others.

33. Headings. Section headings herein are included herein for the convenience of reference only and shall not constitute part of this Lease for any other purpose. [SIGNATURE PAGE(S) TO FOLLOW]
1083
7 Lessor ____ Lessee _____

COUNTERPART SIGNATURE PAGE TO LEASE
IN WITNESS WHEREOF, the Lessor and Lessee have caused this Lease to be executed as of the date last written below.

Lessor:

By: ______________________________________
Printed Name:_________________________________
Date: _______________________
1084
8 Lessor ____ Lessee _____

COUNTERPART SIGNATURE PAGE TO LEASE
IN WITNESS WHEREOF, the Lessor and Lessee have caused this Lease to be executed as of the date last written below.

Lessee:

U.S. Customs and Border Protection
By:

Paul Enriquez
Acquisition Program Manager
U.S. Border Patrol Program Management Office Directorate U.S. Border Patrol
U.S. Customs and Border Protection
Department of Homeland Security
Date: ________________________
1085
9 Lessor ____ Lessee _____
1086
1087
10 Lessor ____ Lessee _____
Exhibit B
1088

EXHIBIT C

STATEMENT OF WORK
Lessee may perform the following activities related to its Permitted Use:

1. Selectively overlay the Site with gravel or caliche, as needed, with the goal of preparing an area of approximately 256 s.f. (16’ x 16’).

2. Obtain electrical power service from local utility and connect tower to separate meter to be installed in existing utility cabinet.

3. Delivery of the tower and its component parts will be made to the Site by truck and trailer.

4. Coordinate, install, maintain and/or repair the tower, surveillance equipment, and other required equipment in pursuance of the Permitted Use at the Site.

5. Working hours are weekdays from 7:00 a.m. until 6:00 p.m. No work to be performed on holidays or weekends without the expressed written permission of Lessor.

6. Removal of all litter and debris from the Site will occur by Lessee prior to leaving daily basis.

7. Perform any maintenance and repair at the Site as required by Lessee, in its sole discretion.

Lessor: ________ Lessee: ________
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San Clemente City CouncilJanuary 20, 2026

San Clemente City Council
January 20, 2026