Seal Beach City Council
September 26, 2022

A G E N D A

MEETING OF THE CITY COUNCIL
Monday, September 26, 2022 ~ 7:00 PM
City Council Chambers
211 Eighth Street
Seal Beach, California

JOE KALMICK
MAYOR
First District

MIKE VARIPAPA
MAYOR PRO TEM
Third District

THOMAS MOORE
COUNCIL MEMBER
Second District

SCHELLY SUSTARSIC
COUNCIL MEMBER
Fourth District

SANDRA MASSA-LAVITT
COUNCIL MEMBER
Fifth District
This Agenda contains a brief general description of each item to be considered. No action or discussion shall be taken on any item not appearing on the agenda, except as otherwise provided by law. Supporting documents, including agenda staff reports, and any public writings distributed by the City to at least a majority of the Council Members regarding any item on this agenda are available on the City’s website at www.sealbeachca.gov.

City Council meetings are broadcast live on Seal Beach TV3 and on the City's website www.sealbeachca.gov). Check the SBTV3 schedule for rebroadcast of — meetings are available ondemand on the website (starting 2012).meeting In compliance with the Americans with Disabilities Act of 1990, if you require disability - related modification or accommodation to attend or participate in this meeting, including auxiliary aids or services, please call the City Clerk' s office at (562) 431 -2527 at least 48 hours prior to the meeting.

CALL TO ORDER

PLEDGE OF ALLEGIANCE

COUNCIL ROLL CALL

APPROVAL OF AGENDA & WAIVER OF FULL READING OF RESOLUTIONS

ORDINANCES
By motion of the City Council this is the time to notify the public of any changes to the agenda and /or rearrange the order of the agenda.

PRESENTATIONS / RECOGNITIONS
• Retirement Recognition of Orange County Fire Authority Division 1 Chief Ron Robert
• 2022 Fire Prevention Proclamation
• 2022 Friends Group of the Year Winner – Friends of Seal Beach National Wildlife Refuge Recognition
• National Suicide Prevention Awareness Month Proclamation • Water Professionals Week Proclamation

ORAL COMMUNICATIONS
At this time members of the public may address the Council regarding any items within the subject matter jurisdiction of the City Council. Pursuant to the Brown Act, the Council cannot discuss or take action on any items not on the agenda unless authorized by law. Matters not on the agenda may, at the Council' s discretion, be referred to the City Manager and placed on a future agenda.

Those members of the public wishing to speak are asked to come forward to the microphone and state their name for the record. All speakers will be limited to a period of five (5) minutes. Speakers must address their comments only to the Mayor and entire City Council, and not to any individual, member of the staff or audience. Any documents for review should be presented to the City Clerk for distribution.

Supplemental Communications from Council Member Sustarsic CITY ATTORNEY REPORT Craig A. Steele, City Attorney
CITY MANAGER REPORT Jill R. Ingram, City Manager

COUNCIL COMMENTS
General Council Member comments and reporting pursuant to AB 1234.

COUNCIL ITEMS

CONSENT CALENDAR
Items on the consent calendar are considered to be routine and are enacted by a single motion with the exception of items removed by Council Members.

A. Approval of the September 12, 2022 City Council Minutes - That the City Council approve the minutes of the Closed Session and Regular City Council meeting held on September 12, 2022.

B. Demands on City Treasury (Fiscal Year 2023) September 26, 2022 - Ratification.

C. Monthly Investment Report – August 31, 2022 - Receive and file.

D. Approving and Authorizing an Agreement with Surfside Colony, Ltd for Beach Cleaning, Maintenance and Berm Construction - That the City Council adopt Resolution 7331: 1. Approving an Agreement with Surfside Colony, Ltd. for beach cleaning, maintenance, and berm construction for an estimated annual cost of $43,600; and, 2. Authorizing and directing the City Manager to execute the Agreement.

E. Acceptance of Eisenhower Park Tree Maintenance Donation - That the City Council adopt Resolution 7332: 1. Accepting a donation from Watson & Associates in the amount of $10,242 for Eisenhower Park tree maintenance; and, 2. Recognizing $10,242 of revenue in account 103-500-0249-47409; and, 3. Authorizing the City Manager to approve expenditures in the amount of $10,242 for additional tree maintenance services.

F. Amended and Restated Professional Services Agreement for Laserfiche Avante Software Support Services through Complete Paperless Solutions, LLC - That the City Council adopt Resolution 7333: 1. Approving the Amended and Restated Professional Services Agreement with Complete Paperless Solutions (CPS) to provide Laserfiche Avante Software Support Services and additional Licenses, for an initial three-year term with the option of two additional one-year term, in the not-to-exceed annual amount of $38,530 for the first year; and $24,500 per year for years 2-5; and, 2.

Authorizing the City Manager to execute the Agreement.

ITEMS REMOVED FROM THE CONSENT CALENDAR
PUBLIC HEARING – None
UNFINISHED / CONTINUED BUSINESS – None

NEW BUSINESS
G. Short Term Rentals - That the City Council adopt Resolution 7334 suspending enforcement of Municipal Code Section 11.4.05.135

ADJOURNMENT
Adjourn the City Council in memory of RACES/VIP Member Joe Constantino to Monday, October 10, 2022 at 5:30 p.m. to meet in closed session, if deemed necessary.

Friends of Seal Beach National Wildlife Refuge
2022 Friends Group of the Year Winner
1 LAUREN BARICH

MANAGEMENT ANALYST
[email protected]
MONDAY, SEPTEMBER 26, 2022
1 2
3 4
5 LAUREN BARICH

MANAGEMENT ANALYST
[email protected]
6 Question for September 26, 2022, City Council Meeting Sustarsic Warrants:
# 24855 09/16/2022 William E Hodge $ 14,776.00
Environmental Consulting Services
What was this expense for?
This is the environmental work done under CEQA for 1300 PCH the proposed redevelopment of the existing gas station. The applicant previously provided a deposit to cover this cost, but the City is the contracting agency. Ultimately there is no cost to the City.

Agenda Item A

AGENDA STAFF REPORT
DATE: September 26, 2022
TO: Honorable Mayor and City Council
THRU: Jill R. Ingram, City Manager
FROM: Gloria D. Harper, City Clerk
SUBJECT: Approval of the September 12, 2022 City Council Minutes ________________________________________________________________ SUMMARY OF REQUEST:

That the City Council approve the minutes of the Closed Session and Regular City Council meeting held on September 12, 2022.

BACKGROUND AND ANALYSIS:

This section does not apply.

ENVIRONMENTAL IMPACT:

There is no environmental impact related to this item.

LEGAL ANALYSIS:

No legal analysis is required for this item.

FINANCIAL IMPACT:

There is no financial impact for this item.

STRATEGIC PLAN:

This item is not applicable to the Strategic Plan.

RECOMMENDATION:

That the City Council approve the minutes of the Closed Session and Regular City Council meeting held on September 12, 2022.

SUBMITTED BY: NOTED AND APPROVED:

Gloria D. Harper Jill R. Ingram
Gloria D. Harper, City Clerk Jill R. Ingram, City Manager Prepared by: Dana Engstrom, Deputy City Clerk
ATTACHMENTS:

A. Minutes – Closed Session, September 12, 2022
B. Minutes – Regular Session, September 12, 2022
Seal Beach, California
September 12, 2022
The City Council met in Closed Session at 5:30 p.m. in City Hall Conference Room.

ROLL CALL

Present: Mayor Kalmick
Council Members: Varipapa, Sustarsic, Massa-Lavitt, Moore

Absent: None
City Staff: Craig A. Steele, City Attorney
Jill R. Ingram, City Manager
Patrick Gallegos, Assistant City Manager
Barbara Arenado, Director of Finance
Alexa Smittle, Community Development Director
Gloria D. Harper, City Clerk

PUBLIC COMMUNICATIONS
Mayor Kalmick opened oral communications. City Clerk Harper announced that no supplemental communications were received. Mayor Kalmick then closed oral communications.

CLOSED SESSION
A. Conference with Legal Counsel Pending Litigation Pursuant to Government Code Section 54956.9(d)(a) City of Seal Beach v. California Resources Corporation, et al. Orange County Superior Court Case No. 37-2021-00023791-CU-MC-CTL B. Conference with Legal Counsel Significant Exposure to Litigation Pursuant to Government Code Section 54956.9(d)(2) One (1) Potential Case

ADJOURNMENT
Mayor Kalmick adjourned the Closed Session meeting at 6:10 p.m.

Gloria D. Harper, City Clerk
City of Seal Beach
Approved:

Joe Kalmick, Mayor
Attested:

Gloria D. Harper, City Clerk
Seal Beach, California
September 12, 2022
The City Council met in regular session at 7:00 p.m. in the City Council Chambers. Mayor Pro Tem Varipapa led the Pledge of Allegiance.

ROLL CALL

Present: Mayor Kalmick
Council Members: Varipapa, Moore, Sustarsic, Massa-Lavitt

Absent: None
City Staff: Craig A. Steele, City Attorney
Jill R. Ingram, City Manager
Patrick Gallegos, Assistant City Manager
Philip Gonshak, Police Chief
Joe Bailey, Chief, Marine Safety Department
Alexa Smittle, Director of Community Development
Barbara Arenado, Director of Finance/City Treasurer
Iris Lee, Acting Director of Public Works
Gloria Harper, City Clerk
Dana Engstrom, Deputy City Clerk
Ron Roberts, Orange County Fire Authority
Tim Kelsey, Recreation Manager
Michael Henderson, Police Captain

APPROVAL OF AGENDA & WAIVER OF FULL READING OF RESOLUTIONS AND

ORDINANCES
City Clerk Harper announced that seventeen (17) supplemental items were received after the posting of the agenda that were distributed to the City Council and made available to the public.

Council Member Massa-Lavitt moved, second by Mayor Pro Tem Varipapa, to approve the agenda.

AYES: Kalmick, Moore, Sustarsic, Varipapa, Massa-Lavitt NOES: None
ABSENT: None
ABSTAIN: None
Motion carried

PRESENTATIONS / RECOGNITIONS
• CalPERS Update
• National Fentanyl Prevention and Awareness Month – Project Eli • 2022 Hunger Action Month Proclamation
• National Preparedness Month 2022

PUBLIC COMMUNICATIONS
Mayor Kalmick opened oral communications. Speakers: Todd Baldridge, Stephanie Wade, Samantha Maria Soto, John Bowden, Alisha Green, Steve Crea, Greg Kristin, Woody Woodruff, Joyce Ross-Parque, Marc Loopesko, Kori DeLeon, Tom Rowe, and Lisa Woodruff. Mayor Kalmick then closed oral communications.

CITY ATTORNEY REPORT
City Attorney Steele indicated that all Council Members met in Closed Session to discuss the two items on the posted agenda and took no reportable action.

CITY MANAGER REPORT
City Manager Ingram encouraged residents to attend the Strategic Planning meeting, which will be held at Fire Station #48 on September 20, 2022 at 9:00 a.m.

Additionally, City Manager Ingram thanked and commended her leadership team and introduced Acting Public Works Director Iris Lee who provided an update regarding the recent storm event that took place last week as a result of a hurricane off the coast of Mexico. Acting Director Lee discussed notification and communication, storm preparation, response, and clean-up efforts. Council Member questions regarding the effectiveness of pumps were addressed.

COUNCIL COMMENTS
Council Member Massa-Lavitt had nothing to report.

Mayor Pro Tem Varipapa had nothing to report.

Council Member Moore reported he attended the Arts & Crafts Fair noting that the Leos and Lions did an excellent job. He thanked Public Works for the continued efforts in repairing sidewalks in College Park West.

Council Member Sustarsic noted that she attended the Arts & Crafts Fair, a Regional Military Affairs Committee meeting, ribbon cutting for the new STEM building at Los Alamitos High School, and a Los Alamitos Unified School District working group meeting.

Mayor Kalmick reported that he attended the AES Power Plant tour off Studebaker Road in Long Beach as a Member of the Los Cerritos Wetlands Board and a Southern California Association of Governments meeting. He reminded residents that the Strategic Planning meeting will be held on Tuesday, September 20, 2022 at Fire Station 48 and encouraged public participation.

COUNCIL ITEMS
There were no Council items.

CONSENT CALENDAR
Council Member Massa-Lavitt moved, second by Council Member Sustarsic, to approve the recommended actions on the consent calendar.

A. Approval of the August 8, 2022 and August 29, 2022 City Council Minutes - That the City Council approve the minutes of the Closed Session and Regular City Council meeting held on August 8, 2022 as well as the
August 29, 2022 Special City Council meeting minutes.

B. Demands on City Treasury (Fiscal Year 2023) September 12, 2022 - Ratification.

C. Monthly Investment Report – July 31, 2022 - Receive and file.

D. Second Reading and Adoption of Ordinance 1696 - That the City Council adopt Ordinance 1696 titled "An Ordinance of the City of Seal Beach amending Title 11 of the Seal Beach Municipal Code to allow projections into side yard setbacks in the Residential Low Density (RLD-9) Zone District along the “Gold Coast” area of Ocean Avenue and finding the Ordinance to be exempt from the California Environmental Quality Act.” E. Homeland Security Grant Program Agreement for Transfer or Purchase of Equipment and Services or for Reimbursement of Training Costs for Fiscal Year 2021 Urban Area Security Initiative (UASI) - That the City Council adopt Resolution 7326 authorizing the City Manager to execute an agreement on the City’s behalf for transfer or purchase of equipment and services or for reimbursement of training costs for Fiscal Year 2021 Urban Areas Security Initiative (UASI) Homeland Security Grant Program to take any further actions necessary for the purpose of obtaining federal financial assistance provided by the Department of Homeland Security and subgranted through the State of California and Anaheim and/or Santa Ana Police Departments in its capacity as the Core City for the Anaheim/Santa Ana Urban Area Security Initiative.

F. Awarding and Authorizing Execution of a Professional Services Agreement with Z&K Consultants, Inc. for the Tennis and Pickleball Center Improvement Project (CIP BG2105) – Construction Management and Inspection Services - That the City Council adopt Resolution 7327: 1. Awarding a Professional Services Agreement to Z&K Consultants, Inc. in a not-to-exceed amount of $220,971.50 to provide construction management and inspection services for the Tennis and Pickleball Center Improvement Project (CIP BG2105); and, 2. Authorizing and directing the City Manager to execute the Agreement; and, 3. Authorizing the City Manager to approve additional work requests up to the total amount of $10,000 in connection with
the Project; and, 4. Rejecting all other proposals.

G. Approving a Limited Term Partial Basin Equity Assessment Exemption Agreement with Orange County Water District for the Lampson Well Treatment System (CIP WT1902) - That the City Council adopt Resolution 7328: 1. Approving a Limited Term Partial Basin Equity Assessment Exemption Agreement with the Orange County Water District for the Lampson Well Treatment System (CIP WT1902); and, 2.

Authorizing and directing the City Manager to execute the Agreement.

H. Approving and Authorizing Amendment No. 2 to Professional Services Agreement with Richard C. Slade & Associates, LLC for the Beverly Manor Well Rehabilitation, CIP WT0904 - That the City Council adopt Resolution 7329: 1. Approving Amendment No. 2 to the Professional Services Agreement with Richard C. Slade & Associates, LLC (RCS) for additional hydrogeological services during construction of the Project, as set forth in Exhibit A-2 to Amendment No. 2, and extending the term of the Agreement to and including midnight on June 30, 2024; and, 2. Increasing RCS’ compensation by $43,202 for the additional hydrological services during construction, as set forth in Exhibit A-2 to Amendment No. 2 and a revised not-to-exceed total amount of $71,635 for all services and additional services under the Agreement, Amendment No. 1 and Amendment No. 2; and, 3. Authorizing the City Manager to execute Amendment No. 2; and, 4. Authorizing the City Manager to execute Agreement amendments for additional work requests in the cumulative not-to-exceed amount of $10,000 in connection with the Project.

City Clerk Harper took a roll call vote to approve the consent calendar items.

AYES: Kalmick, Varipapa, Sustarsic, Moore, Massa-Lavitt NOES: None
ABSENT: None
ABSTAIN: None
Motion carried

PUBLIC HEARING
I. Update City Cost Recovery Schedule - That the City Council adopt Resolution 7330 updating and establishing user and regulatory fees, charges, rates, and fines.

Director of Finance/City Treasurer Barbara Arenado provided a brief background of the staff report and introduced Terry Madsen from Clear Source Financial Consulting who provided a comprehensive presentation on his cost recovery analysis and recommendation. Council Members provided comments and questions were addressed.

Mayor Kalmick opened the public hearing. Speakers: None. Kalmick closed the public hearing.

Council Member Massa-Lavitt moved, second by Mayor Pro Tem Varipapa, to adopt Resolution 7330 updating and establishing user and regulatory fees, charges, rates, and fines.

City Clerk Harper took a roll call vote to approve Item I.

AYES: Kalmick, Massa-Lavitt, Moore, Sustarsic, Varipapa NOES: None
ABSENT: None
ABSTAIN: None
Motion carried

UNFINISHED/CONTINUED BUSINESS
No unfinished/continued business items.

NEW BUSINESS
J. Discussion of Options Related to Extension of the Parklet Program - That the City Council discuss options and provide direction to staff.

Community Development Director Alexa Smittle discussed the future of the parklet program. The presentation included information on Assembly Bill 61, benefits and challenges, current options, and staff recommendations for a modified program.

Council provided comments and expressed their concerns.

There was consensus from the Council to direct staff to bring recommendations back to Council for a more permanent structured parklet program.

Council Member Massa-Lavitt recommended a Council Ad-Hoc Committee to work with staff on dining parklet program options for Council consideration. Mayor Kalmick and Mayor Pro Tem Varipapa were appointed to work with staff on drafting a recommendation to bring back to a future Council meeting.

ADJOURNMENT
Mayor Kalmick adjourned the City Council meeting in memory of Los Alamitos Council Member Ronald R. Bates at 10:18 p.m., to Monday, September 26, 2022 at 5:30 p.m. to meet in closed session, if deemed necessary.
__________________________
Gloria D. Harper, City Clerk
City of Seal Beach
Approved: ___________________________
Joe Kalmick, Mayor
Attested: ____________________________
Gloria D. Harper, City Clerk

Agenda Item D

AGENDA STAFF REPORT
DATE: September 26, 2022
TO: Honorable Mayor and City Council
THRU: Jill R. Ingram, City Manager
FROM: Iris Lee, Acting Director of Public Works
SUBJECT: Approving and Authorizing an Agreement with Surfside Colony, Ltd for Beach Cleaning, Maintenance and Berm
Construction
________________________________________________________________ SUMMARY OF REQUEST:

That the City Council adopt Resolution 7331:

1. Approving an Agreement with Surfside Colony, Ltd. for beach cleaning, maintenance, and berm construction for an estimated annual cost of $43,600; and,

2. Authorizing and directing the City Manager to execute the Agreement.

BACKGROUND AND ANALYSIS:

In 2008, the City and Surfside Colony Ltd. (“Surfside”) entered into an agreement for Surfside to remove trash and debris from the Surfside public beach, where the City would reimburse Surfside an agreed upon monthly fee.

In 2016, the City executed an Amended and Restated Agreement to formally include berm construction as a part of the cleaning and maintenance work. With the expiration of the existing Agreement, staff is recommending approval of a new Agreement with Surfside for an additional five (5) years.

The general terms of the proposed agreement include:
• Cleaning of the Surfside public beach from the Naval Weapons Station to the southerly City limits, from the homes to the mean high tide line • Cleaning to be performed three (3) to five (5) times per week, or more often if needed
• Sanitizing the public beach twice per year
• Constructing an annual winter sand berm under Surfside Colony, Ltd. direction

• Maintaining the public beach to City standards
• Compensation for beach cleaning and maintenance begins at $2,671.18 per month, and adjusted annually by the increase in Consumer Price Index not to exceed 3% per year. This compensation amount would be annually adjusted commencing July 1, 2023 and each July 1st thereafter • Compensation for berm construction begins at $961.60 per month, and adjusted annually by the increase in Consumer Price Index not to exceed 3% per year. This compensation amount would be annually adjusted commencing July 1, 2023 and each July 1st thereafter
ENVIRONMENTAL IMPACT:

This item is not subject to the California Environmental Quality Act (“CEQA”) pursuant to Section 15061(b)(3) of the state CEQA Guidelines because it can be seen with certainty that approval of an agreement with Surfside Colony, Ltd. will not have a significant effect on the environment.

All maintenance services contemplated in this agreement complies with all requirements of the California Environmental Quality Act (CEQA) and is categorically exempt under Section 15301 Class 1.

LEGAL ANALYSIS:

The City Attorney has reviewed the agreement and approved the resolution as to form.

FINANCIAL IMPACT:

Funding for these services under this agreement is included in the FY 2022-2023 budget. Additional funding is not required. The estimated total annual cost for Fiscal Year 2022-2023 is:

Description Monthly Amount Yearly Amount
Beach Maintenance and Cleaning $ 2,671.18 $ 32,054.16
Berm Construction $ 961.60 $ 11,539.20
Estimated Project Total $ 3,632.78 $ 43,593.36
STRATEGIC PLAN:

This item is not applicable to the Strategic Plan.

RECOMMENDATION:

That the City Council adopt Resolution 7331:

1. Approving an Agreement with Surfside Colony, Ltd. for beach cleaning, maintenance, and berm construction for an estimated annual cost of $43,600; and,

2. Authorizing and directing the City Manager to execute the Agreement.

SUBMITTED BY: NOTED AND APPROVED:

Iris Lee Jill R. Ingram
Iris Lee, Acting Director of Public
Works
Jill R. Ingram, City Manager
Prepared by: David Spitz P.E., QSD, Associate Engineer
ATTACHMENTS:

A. Resolution 7331
B. Agreement with Surfside for Beach Cleaning
RESOLUTION 7331

A RESOLUTION OF THE SEAL BEACH CITY COUNCIL

APPROVING AND AUTHORIZING THE CITY MANAGER TO

EXECUTE AN AGREEMENT WITH SURFSIDE COLONY,
LTD. FOR BEACH CLEANING, MAINTENANCE AND BERM

CONSTRUCTION
WHEREAS, the City of Seal Beach (“City”) and Surfside Colony, Ltd. (“Surfside”), previously entered into an agreement for the cleaning of Surfside Beach, dated December 8, 2008 (“2008 Contract”); and,
WHEREAS, the City amended and updated the 2008 Contract on February 22, 2016; and,
WHEREAS, the City and Surfside desire to enter into a new agreement to continue beach cleaning, maintenance and berm construction.

NOW, THEREFORE, THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE:

SECTION 1. The City Council hereby approves an Agreement (“Agreement”) with Surfside Colony, Ltd. in an annual estimated amount of $43,600 for Surfside Beach beach cleaning, maintenance and berm construction services.

SECTION 2. The City Council hereby authorizes and directs the City Manager to execute the Agreement.

PASSED, APPROVED and ADOPTED by the Seal Beach City Council at a regular meeting held on the 26th day of September, 2022 by the following vote:

AYES: Council Members
NOES: Council Members
ABSENT: Council Members
ABSTAIN: Council Members

Joe Kalmick, Mayor
ATTEST:

Gloria D. Harper, City Clerk
STATE OF CALIFORNIA }
COUNTY OF ORANGE } SS
CITY OF SEAL BEACH }
I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7331 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 26th day of September, 2022.

Gloria D. Harper, City Clerk

Agenda Item E

AGENDA STAFF REPORT
DATE: September 26, 2022
TO: Honorable Mayor and City Council
THRU: Jill R. Ingram, City Manager
FROM: Iris Lee, Acting Director of Public Works
SUBJECT: Acceptance of Eisenhower Park Tree Maintenance Donation
________________________________________________________________ SUMMARY OF REQUEST:

That the City Council adopt Resolution 7332:

1. Accepting a donation from Watson & Associates in the amount of $10,242 for Eisenhower Park palm tree skinning for public enhancement; and,

2. Depositing the $10,242 donation in the General Fund and appropriating $10,242 of revenue to account 103-500-0249-47409; and,

3. Authorizing the City Manager or her designee to approve expenditures in the amount of $10,242 for Eisenhower Park tree skinning services.

BACKGROUND AND ANALYSIS:

Palm trees are different from many trees where their leaves grow directly from the trunk as fronds. The fronds die and turn woody giving palm trees their tiered appearance. Palm tree skinning is a process that removes the rough webbing left behind by years of trimming, restoring the look of a smoother tree trunk.

As a community enhancement, Watson & Associates has offered to donate $10,242 towards the Eisenhower Park palm tree skinning. If City Council accepts the donation, staff would coordinate with the City’s existing tree maintenance contractor to complete the work.

ENVIRONMENTAL IMPACT:

This item is categorically exempt from the California Environmental Quality Act (“CEQA”) pursuant to Section 15301(h) (Existing Facilities) of the state CEQA Guidelines because it would involve maintenance of existing trees involving no expansion of use.

LEGAL ANALYSIS:

The City Attorney has approved the resolution as to form.

FINANCIAL IMPACT:

The $10,242 tree maintenance donation would be deposited into the General Fund and appropriated to the 103-500-0249-47409 revenue account. As a result, palm tree skinning expenditures would be cost neutral.

STRATEGIC PLAN:

This item is not applicable to the Strategic Plan.

RECOMMENDATION:

That the City Council adopt Resolution 7332:

1. Accepting a donation from Watson & Associates in the amount of $10,242 for Eisenhower Park palm tree skinning; and,

2. Depositing the $10,242 donation in the General Fund and appropriating $10,242 of revenue to account 103-500-0249-47409; and,

3. Authorizing the City Manager to or her designee approve expenditures in the amount of $10,242 for Eisenhower Park palm tree skinning services.

SUBMITTED BY: NOTED AND APPROVED:

Iris Lee Jill R. Ingram
Iris Lee, Acting Director of Public
Works
Jill R. Ingram, City Manager
ATTACHMENT:

A. Resolution 7332
RESOLUTION 7332

A RESOLUTION OF THE SEAL BEACH CITY COUNCIL

ACCEPTING A DONATION FROM WATSON &

ASSOCIATES FOR EISENHOWER PARK TREE

MAINTENANCE
WHEREAS, the City and its citizens recognizes the importance of urban forestry, its health and aesthetics; and,
WHEREAS, Eisenhower Park is located along the beach frontage and serves as a community focal point; and,
WHEREAS, the City has received a donation of $10,242 from Watson & Associates towards Eisenhower Park palm tree skinning for public enhancement.

NOW, THEREFORE, THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE:

Section 1. The City Council hereby accepts the donation of $10,242 from Watson & Associates.

Section 2. The City Council hereby directs deposit of the $10,242 donation in the General Fund and appropriated to the 103-500-0249-47409 revenue account.

Section 3. The City Council hereby authorizes the City Manager or her designee to approve additional tree trimming services for palm tree skinning in the amount of $10,242.

PASSED, APPROVED and ADOPTED by the Seal Beach City Council at a regular meeting held on the 26th day of September, 2022 by the following vote:

AYES: Council Members
NOES: Council Members
ABSENT: Council Members
ABSTAIN: Council Members

Joe Kalmick, Mayor
ATTEST:

Gloria D. Harper, City Clerk
STATE OF CALIFORNIA }
COUNTY OF ORANGE } SS
CITY OF SEAL BEACH }
I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7332 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 26th day of September, 2022.

Gloria D. Harper, City Clerk
Agenda Item F

AGENDA STAFF REPORT
DATE: September 26, 2022
TO: Honorable Mayor and City Council
THRU: Jill R. Ingram, City Manager
FROM: Gloria D. Harper, City Clerk
SUBJECT: Amended and Restated Professional Services Agreement for Laserfiche Avante Software Support Services through Complete Paperless Solutions, LLC
________________________________________________________________ SUMMARY OF REQUEST:

That the City Council adopt Resolution 7333:

1. Approving the Amended and Restated Professional Services Agreement with Complete Paperless Solutions (CPS) to provide Laserfiche Avante Software Support Services and additional Licenses, for an initial three-year term with the option of two additional one-year term, in the not-to-exceed annual amount of $38,530 for the first year; and $24,500 per year for years 2-5; and,

2. Authorizing the City Manager to execute the Agreement.

BACKGROUND AND ANALYSIS:

The City of Seal Beach has been using Laserfiche as the major software program platform for the management of City electronic records and documents since June 2005. Laserfiche has continually upgraded the base software solution in addition to creating newer products with increased integrations, automation, security and rule’s based workflows that promote productivity.

On September 13, 2010, through the competitive bid process, the City Council adopted Resolution 6053 approving a 3-year Laserfiche Software Assurance Plan (LSAP) and service support maintenance agreement with CPS in the amount of $12,500 per year.

On January 13, 2014, the City Council adopted Resolution 6428 approving Amendment No. 1, extending the term of the agreement through September 13, 2019, with an effective date of September 14, 2013, to coincide with the original term of the agreement.

On July 10, 2017, the City Council adopted Resolution 6746 approving Amendment No. 2 of the agreement with Complete Paperless Solutions (CPS) to upgrade the Laserfiche Platform to the Laserfiche Avante except as expressly amended by this Amendment; all other provisions of the Agreement shall remain in full force and effect.

As of September 14, 2019, and through September 25, 2022, the City of Seal Beach has continued to receive Laserfiche Avante as the major software program platform for the management of the City’s electronic records and documents along with 25 licenses from CPS at an annual cost of $20,397.

As more employees have come to rely on and use Laserfiche to research and review city records for notice of completions, contracts, deeds, previous projects, and other records, the number of users has increased beyond the current licenses held by the City; therefore, 20 additional licenses must be purchased to allow new users to research and review City records at a cost of $38,530 for first year; and, $24,500 per year for years 2-5.

ENVIRONMENTAL IMPACT:

There is no environmental impact related to this item.

LEGAL ANALYSIS:

The City Attorney has approved the agreement and resolution as to form.

FINANCIAL IMPACT:

This item is included in Informational Technology (IT) budget and has been approved in the 2022/2023 budget.

STRATEGIC PLAN:

This item is not applicable to the Strategic Plan.

RECOMMENDATION:

That the City Council adopt Resolution 7333:

1. Approving the Amended and Restated Professional Services Agreement by and between Complete Paperless Solutions (CPS) for an initial three-year term with the option of two additional one-year term, in the not-to-exceed annual amount of $38,530 for the first year; and, $24,500 per year for years 2-5; and,

2. Authorizing the City Manager to execute the Agreement.

SUBMITTED BY: NOTED AND APPROVED:

Gloria D. Harper Jill R. Ingram
Gloria D. Harper, City Clerk Jill R. Ingram, City Manager ATTACHMENTS:

A. Resolution 7333
B. CPS Amended & Restated Agreement, with exhibits
C. CPS Agreement, Amendment 2, with exhibit
D. CPS Agreement, Amendment 1
E. CPS Original Agreement
RESOLUTION 7333

A RESOLUTION OF THE SEAL BEACH CITY COUNCIL

APPROVING THE AMENDED AND RESTATED PROFESSIONAL

SERVICES AGREEMENT FOR LASERFICHE AVANTE

SOFTWARE SUPPORT SERVICES THROUGH COMPLETE

PAPERLESS SOLUTIONS, LLC
WHEREAS, the City currently uses Laserfiche Avante Platform in all City Departments for software licensing and technical software support services through Consultant; and requires software licensing renewal, additional licenses and technical support services to continue using the product effectively; and, WHEREAS, the City previously entered into an agreement with Consultant dated September 13, 2010, as amended pursuant to Amendment No. 1, dated September 14, 2013, and Amendment No. 2, dated July 10, 2017, to provide Laserfiche software support services to City, which such Agreement has expired; and,
WHEREAS, Consultant has extensive experience providing integration, support, and other professional content management system environments for the City and proposes to continue to provide City with Laserfiche software support services in accordance with this Agreement; and,
WHEREAS, Pursuant to the authority provided by its City Charter and Seal Beach Municipal Code § 3.20.025(C), City desires to retain Consultant as an independent contractor to provide City such Laserfiche software support services; and,
WHEREAS, Consultant represents that the principal members of its firm are fully qualified to perform the professional services contemplated by this Agreement by virtue of its experience, and the training, education and expertise of its principals and employees; and,
WHEREAS, the City desires to retain Consultant as an independent contractor and Consultant desires to serve City to perform those services in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SEAL BEACH DOES HEREBY RESOLVE:

SECTION 1. The City Council hereby approves the Amended and Restated Professional Services Agreement between the City of Seal Beach and CPS, LLC for Laserfiche Avante Software Support Services.

SECTION 2. City will pay Consultant in accordance with the hourly rates shown on the fee schedule set forth in Exhibit A for the Services for each year of the Original Term in accordance with the following provisions:

A. For the first year (extending from September 26, 2022 through September 26, 2023) of the Original Term, in no event will the City pay more than the total not-to-exceed amount of $38,530 (thirtyeight thousand five hundred thirty dollars) for such first year.

B. For the second year (extending from September 26, 2023 through September 26, 2024), and the third year (extending from September 26, 2024 through September 26, 2025) of the Original Term, in no event will the City pay more than the total not-toexceed amount of $24,500 (twenty-four thousand five hundred thirty dollars) per year for such second and third years.

C. In the event the City elects to extend the Original Term in accordance with Section 2.2 of this Agreement, City will pay Consultant in accordance with the hourly rates shown on the fee schedule set forth in Exhibit A for Services but in no event will the City pay more than the total not-to-exceed amount of $24,500 (twenty-four thousand five hundred thirty dollars) per year for years 4 and 5 for each such one-year extension.

D. The City Council hereby authorizes and directs the City Manager to execute the professional services agreement on behalf of the City.

PASSED, APPROVED AND ADOPTED by the Seal Beach City Council at a regular meeting held on the 26th day of September, 2022 by the following vote:

AYES: Council Members
NOES: Council Members
ABSENT: Council Members
ABSTAIN: Council Members

Joe Kalmick, Mayor
ATTEST:

Gloria D. Harper, City Clerk
STATE OF CALIFORNIA }
COUNTY OF ORANGE } SS
CITY OF SEAL BEACH }
I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7333 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 26th day of September, 2022.

Gloria D. Harper, City Clerk

AMENDED AND RESTATED PROFESSIONAL

SERVICES AGREEMENT
for
Laserfiche Software Support Services
between
City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
&
Complete Paperless Solutions LLC
5130 E. La Palma Avenue, Suite 206
Anaheim, CA 92807-2078
(866) 661-2425
This Amended and Restated Professional Service Agreement (“the Agreement”) is made as of September 26, 2022 (the “Effective Date”), by and between Complete Paperless Solutions, LLC. (“Consultant”), a California limited liability company, and the City of Seal Beach (“City”), a California charter city, (collectively, “the Parties”). 2 of 23

RECITALS
A. City currently uses Laserfiche Avante Platform in all City Departments for software licensing and technical software support services through Consultant; and requires software licensing renewal, additional licenses and technical support services to continue using the product effectively.

B. City previously entered into an agreement with Consultant dated September 13, 2010, as amended pursuant to Amendment No. 1, dated September 14, 2013, and Amendment No. 2, dated July 10, 2017, to provide Laserfiche software support services to City, which such Agreement has expired.

C. Consultant has extensive experience providing integration, support, and other professional content management system environments for the City and proposes to continue to provide City with Laserfiche software support services in accordance with this Agreement.

D. Pursuant to the authority provided by its City Charter and Seal Beach Municipal Code § 3.20.025(C), City desires to retain Consultant as an independent contractor to provide City such Laserfiche software support services.

E. Consultant represents that the principal members of its firm are fully qualified to perform the professional services contemplated by this Agreement by virtue of its experience, and the training, education and expertise of its principals and employees.

F. City desires to retain Consultant as an independent contractor and Consultant desires to serve City to perform those services in accordance with the terms and conditions of this Agreement.

NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows.

AGREEMENT

1.0 Scope of Services

1.1. Consultant shall provide those services (collectively “Services”) set forth in Consultant’s Proposal for Software Support Services dated July 27, 2022, (the “Scope of Services”), attached hereto as Exhibit A and incorporated herein by this reference. To the extent that there is any conflict between Exhibit A and this Agreement, this Agreement shall control.
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1.2. Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City.

1.3. In performing this Agreement, Consultant shall comply with all applicable provisions of federal, state, and local law.

1.4. As a material inducement to City to enter into this Agreement, Consultant hereby represents that it has the experience necessary to undertake the Services to be provided. In light of such status and experience, Consultant hereby covenants that it shall follow the customary professional standards in performing all Services. The City relies upon the skill of Consultant, and Consultant’s staff, if any, to do and perform the Services in a skillful, competent, and professional manner, and Consultant and Consultant’s staff, shall perform the Services in such manner. Consultant shall, at all times, meet or exceed any and all applicable professional standards of care. The acceptance of Consultant’s work by the City shall not operate as a release of Consultant from such standard of care and workmanship.

1.5. Consultant will not be compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing. The City Manager may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization.

2.0 Term

2.6. The term of this Agreement shall commence as of the Effective Date and shall continue for a term of three years (“Original Term”) and shall expire at midnight on September 26, 2025, unless sooner terminated or extended as provided by this Agreement.

2.7. The City, at its sole option, may elect to extend the Original Term of this Agreement, upon the same terms and conditions, for up to two additional terms of one year each (“extension”), by providing written notice to Contractor at least one month prior to the expiration of an existing term. If timely elected by the City, the first extension shall have a term extending from midnight on September 26, 2025, through and including midnight on September 26, 2026, unless sooner terminated or extended pursuant to this Agreement. If timely elected by the City, the second extension shall be from midnight on September 26, 2026, through and including midnight on September 26, 2027, unless sooner terminated pursuant to this Agreement.
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Any extension shall not be effective except upon execution of a written amendment to this Agreement signed by the City Manager and Contractor’s authorized representatives.

3.0 Consultant’s Compensation

3.1. Original Term. City will pay Consultant in accordance with the hourly rates shown on the fee schedule set forth in Exhibit A for the Services for each year of the Original Term in accordance with the following provisions:

3.1.1. For the first year (extending from September 26, 2022 through September 26, 2023) of the Original Term, in no event will the City pay more than the total not-to-exceed amount of $38,530 (thirty-eight thousand five hundred thirty dollars) for such first year.

3.1.2. For the second year (extending from September 26, 2023 through September 26, 2024), and the third year (extending from September 26, 2024 through September 26, 2025) of the Original Term, in no event will the City pay more than the total not-to-exceed amount of $24,500 (twenty-four thousand five hundred thirty dollars) per year for such second and third years.

3.2. Extensions. In the event that City elects to extend the Original Term in accordance with Section 2.2 of this Agreement, City will pay Consultant in accordance with the hourly rates shown on the fee schedule set forth in Exhibit A for Services but in no event will the City pay more than the total not-to-exceed amount of $24,500 (twenty-four thousand five hundred thirty dollars) per year for years 4 and 5 for each such one-year extension.

4.0 Method of Payment

4.1. Consultant shall submit to City monthly invoices for all Services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the Services were rendered and shall describe in detail the Services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the Services performed for each day in the period. City will pay Consultant within 30 days of receiving Consultant’s invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Consultant.

4.2. Upon 24-hour notice from City, Consultant shall allow City or City’s agents or representatives to inspect at Consultant’s offices during reasonable business hours all records, invoices, timecards, cost control sheets and other records maintained by Consultant in connection with this Agreement. City’s rights 5 of 23
under this Section 4.2 shall survive for three (3) years following the termination of this Agreement.

5.0 Termination

5.1. This Agreement may be terminated by City, without cause, or by Consultant based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination.

5.2. This Agreement may be terminated by City upon 10 days’ notice to Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy.

6.0 Party Representatives

6.1. The City Manager is the City’s representative for purposes of this Agreement.

6.2. Claude Schott is the Consultant's primary representative for purposes of this Agreement. Claude Schott shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the Services hereunder. Consultant may not change its representative without the prior written approval of City, which approval shall not be unreasonably withheld.

7.0 Notices

7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses:

To City: City of Seal Beach
211-8th Street
Seal Beach, California 90740
Attn: City Manager
To Consultant: Complete Paperless Solutions LLC
5130 E. La Palma Avenue, Suite 206
Anaheim, CA 92807-2078
Attn: Claude Schott

7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.
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8.0 Permits and Licenses
Consultant and all of Consultant’s employees and other personnel shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of the Services under this Agreement, including a business license as required by the Seal Beach Municipal Code.

9.0 Independent Contractor

9.1. Consultant is an independent contractor and not an employee of the City. All work or other Services provided pursuant to this Agreement shall be performed by Consultant or by Consultant’s employees or other personnel under Consultant’s supervision. Consultant will determine the means, methods, and details by which Consultant’s employees and other personnel will perform the Services. Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the customary professional standards.

9.2. All of Consultant’s employees and other personnel performing any of 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. Consultant and Consultant’s personnel shall not supervise any of City’s employees; and City’s employees shall not supervise Consultant’s personnel. Consultant’s personnel shall not wear or display any City uniform, badge, identification number, or other information identifying such individual as an employee of City; and Consultant’s personnel shall not use any City e-mail address or City telephone number in the performance of any of the Services under this Agreement. Consultant shall acquire and maintain at its sole cost and expense such vehicles, equipment and supplies as Consultant’s personnel require to perform any of the Services required by this Agreement. Consultant shall perform all Services off of City premises at locations of Consultant’s choice, except (1) as otherwise required for the performance of Services on City real property, vehicles or equipment; (2) as otherwise may from time to time be necessary in order for Consultant’s personnel to receive projects from City, review plans on file at City, pick up or deliver any work product related to Consultant’s performance of any Services under this Agreement, or (3) as may be necessary to inspect or visit City locations and/or private property to perform such Services. City may make a computer available to Consultant from time to time for Consultant’s personnel to obtain information about or to check on the status of projects pertaining to the Services under this Agreement.

9.3. Consultant shall be responsible for and pay all wages, salaries, benefits and other amounts due to Consultant’s personnel in connection with their performance of any Services under this Agreement and as required by law.

Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, other 7 of 23
retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, State, or federal policy, rule, regulation, statute or ordinance to the contrary, Consultant and any of its officers, employees, agents, and subcontractors providing any of the Services under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System (“PERS”) as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits.

9.4. Consultant shall indemnify and hold harmless City and its elected and appointed officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Consultant’s personnel practices. or to the extent arising from, caused by or relating to the violation of any of the provisions of this Section 9.0. In addition to all other remedies available under law, City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising under this Section. This duty of indemnification is in addition to Consultant’s duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. Consultant’s indemnifications and obligations under this Section shall survive the expiration or termination of this Agreement.

10.0 PERS Compliance and Indemnification

10.1. General Requirements. The Parties acknowledge that City is a local agency member of PERS, and as such has certain pension reporting and contribution obligations to PERS on behalf of qualifying employees. Consultant agrees that, in providing its employees and any other personnel to City to perform any work or other Services under this Agreement, Consultant shall assure compliance with the Public Employees’ Retirement Law (“PERL”), commencing at Government Code § 20000, as amended by the Public Employees’ Pension Reform Act of 2013 (“PEPRA”), and the regulations of PERS. Without limitation to the foregoing, Consultant shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the PERL, PEPRA or any other applicable retirement laws and regulations.

10.2. Indemnification. Consultant shall defend (with legal counsel approved by City, whose approval shall not be unreasonably withheld), indemnify and hold harmless City and its elected and appointed officials, officers, employees, 8 of 23
servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Consultant’s violation of any provisions of this Section 10.0. This duty of indemnification is in addition to Consultant’s duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. Consultant’s indemnification and obligations under this Section shall survive the expiration or termination of this Agreement.

11.0 Confidentiality

11.1. Consultant covenants that all data, reports, documents, surveys, studies, drawings, plans, maps, models, photographs, images, video files, media, discussion, or other information (collectively “Data & Documents”) developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. Consultant, its officers, employees, agents, or subcontractors shall not without written authorization from the City Manager or unless requested in writing by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the Services performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered “voluntary,” provided Consultant gives City notice of such court order or subpoena.

11.2. Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder or with respect to any project or property located within the City. City may, but has no obligation to, represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, City’s right to review any such response does not imply or mean the right by City to control, direct or rewrite the response.

11.3. Consultant’s covenants under this Section shall survive the termination or expiration of this Agreement.

12.0 Ownership of Documents and Work Product

12.1. All Data & Documents shall be and remain the property of City without restriction or limitation upon its use, duplication or dissemination by City.

All Data & Documents shall be considered “works made for hire,” and all Data & 9 of 23
Documents and any and all intellectual property rights arising from their creation, including, but not limited to, all copyrights and other proprietary rights, shall be and remain the property of City without restriction or limitation upon their use, duplication or dissemination by City. Consultant shall not obtain or attempt to obtain copyright protection as to any Data & Documents.

12.2. Consultant hereby assigns to City all ownership and any and all intellectual property rights to the Data & Documents that are not otherwise vested in City pursuant to the paragraph directly above this one.

12.3. Consultant warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the Services and the production of all Written Products produced under this Agreement, and that City has full legal title to and the right to reproduce the Data & Documents. Consultant shall defend, indemnify and hold City, and its elected and appointed officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of City officials, harmless from any loss, claim or liability in any way related to a claim that City’s use of any of the Data & Documents is violating federal, state or local laws, or any contractual provisions, or any laws relating to trade names, licenses, franchises, copyrights, patents or other means of protecting intellectual property rights and/or interests in products or inventions. Consultant shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, equipment, devices or processes in connection with its provision of the Services and Data & Documents produced under this Agreement.

In the event the use of any of the Written Products or other deliverables hereunder by City is held to constitute an infringement and the use of any of the same is enjoined, Consultant, at its expense, shall: (1) secure for City the right to continue using the Data & Documents and other deliverables by suspension of any injunction, or by procuring a license or licenses for City; or (2) modify the Data & Documents and other deliverables so that they become non-infringing while remaining in compliance with the requirements of this Agreement. These covenants shall survive the expiration and/or termination of this Agreement.

12.4. Upon expiration or termination of the Agreement, Consultant shall deliver to City all Data & Documents and other deliverables related to any Services performed pursuant to this Agreement without additional cost or expense to City.

If Consultant prepares a document on a computer, Consultant shall provide City with said document both in a printed format and in an electronic format that is acceptable to City.

13.0 Subcontractors
No portion of this Agreement shall be subcontracted without the prior written approval of the City. Consultant is fully responsible to City for the performance of any and all subcontractors.
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14.0 Prohibition Against Assignment or Delegation
Consultant shall not assign any of its rights or delegate any of its duties under this Agreement, either in whole or in part, without City’s prior written consent. Any purported assignment or delegation in violation of this Section shall be void and without effect and shall entitle City to terminate this Agreement. As used in this Section, “assignment” and “delegation” means any sale, gift, pledge, hypothecation, encumbrance or other transfer of all or any portion of the rights, obligations, or liabilities in or arising from this Agreement to any person or entity, whether by operation of law or otherwise, and regardless of the legal form of the transaction in which the attempted transfer occurs.

15.0 Inspection and Audit of Records
Consultant shall maintain complete and accurate records with respect to all Services and other matters covered under this Agreement, including but expressly not limited to, all Services performed, salaries, wages, invoices, time cards, cost control sheets, costs, expenses, receipts and other records with respect to this Agreement. Consultant shall maintain adequate records on the Services provided in sufficient detail to permit an evaluation of all Services in connection therewith. All such records shall be clearly identified and readily accessible. At all times during regular business hours, Consultant shall provide City with free access to such records, and the right to examine and audit the same and to make copies and transcripts as City deems necessary, and shall allow inspection of all program data, information, documents, proceedings and activities and all other matters related to the performance of the Services under this Agreement. Consultant shall retain all financial and program service records and all other records related to the Services and performance of this Agreement for at least three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. City’s rights under this Section 15.0 shall survive for three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later.

16.0 Safety Requirements
All work performed under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards outlined by CAL OSHA and other applicable state and federal laws. City may issue restraint or cease and desist orders to Consultant when unsafe or harmful acts are observed or reported relative to the performance of the Services. Consultant shall maintain the work sites free of hazards to persons and property resulting from its operations. Consultant shall immediately report to the City any hazardous condition noted by Contractor.
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17.0 Insurance

17.1. General Requirements. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that Consultant has secured all insurance required under this Section.

17.2. Minimum Scope and Limits of Insurance. Consultant shall, at its sole cost and expense, procure, maintain and keep in full force and effect for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement, as follows:

17.2.1. Commercial General Liability Insurance: Consultant shall maintain limits no less than $2,000,000 per occurrence for bodily injury, personal injury and property damage; and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit: Coverage shall be at least as broad as the latest version of Insurance Services Office Commercial General Liability Coverage (occurrence form CG 0001). If Consultant is a limited liability company, the commercial general liability coverage shall be amended so that Consultant and its officers, managers, directors, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds.

17.2.2. Automobile Liability Insurance: Consultant shall maintain limits no less than $1,000,000 per accident for bodily injury and property damage.

Coverage shall be at least as broad as Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto).

17.2.3. Workers’ Compensation and Employer’s Liability: Workers’ Compensation Insurance in the amount required by law; and Employer’s Liability:
$1,000,000 per accident and in the aggregate for bodily injury or disease.

17.2.4. Professional Liability (or Errors and Omissions Liability):

Professional Liability (or Errors and Omissions Liability) Insurance, within minimum limits of $1,000,000 per claim/aggregate. If a “claims made” policy is provided, then the policy shall be endorsed to provide an extended reporting period of not less than three years.

17.2.5. Cyber Security and Privacy Liability. Consultant shall procure and maintain insurance with limits of $1,000,000 per occurrence/loss, $2,000,000 general aggregate, which shall include the following coverage:
(a) Liability arising from the theft, dissemination
confidential or personally identifiable information; including but not limited to 12 of 23
personally identifiable information (“PII”), protected health information (“PHI”), security codes, access codes, password, etc.
(b) Network security liability arising from the unauthorized use of, access to, or tampering with computer systems, including hacker or denial of service attacks.
(c) Liability arising from introducing a computer virus into or otherwise causing damage to vendor (first-party) or customer’s (third party) computer, computer system, network, or similarly related property and the data, software, and programs.
(d) Liability arising from professional misconduct or lack of the requisite skill required for performing services defined in the contract agreement.
(e) Costs associated with restoring, updating, or replacing data.
(f) Costs associated with a privacy breach, including
notification costs, customer support, forensics, crises management, public relations consulting, legal services or a privacy attorney, credit monitoring, and identity fraud resolution services for affected individuals. (g) If Coverage is maintained on a claims-made basis,
Consultant shall maintain such coverage for an additional three (3) years following termination of the contract.

17.2.6. Cyber Technology Errors and Omissions. Consultant shall procure and maintain insurance with limits of $1,000,000 per occurrence/loss $2,000,000 general aggregate, which shall include the following coverage:
(a) Liability for damages, losses, and bank charges arising from identity theft and the unauthorized access to and/or release of information for which an entity has the legal obligation to keep confidential, such as personally identifiable information (“PII”) and protected health information (“PHI”). (b) Network security liability arising from the authorized use of, access to, or tampering with computer systems, including hacker or denial of service attacks.
(c) Liability arising from the failure of technology products (software and hardware) required under the contract for Consultant to properly perform the intended services.
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(d) Claims alleging the failure of computer security that result in the transmission of malicious code, deletion, destruction or alteration of data, or the denial of service.
(e) Electronic Media Liability arising from personal injury, plagiarism or misappropriation of ideas, domain name infringement or improper deep-linking or framing, and infringement or violation of intellectual property rights. (f) Liability arising from the rendering, or failure to render, professional services.
(g) Defense costs in regulatory proceedings (state and
federal) involving a violation of privacy laws or intellectual property rights. (h) Crisis management and other expert services.
(i) If coverage is maintained on a claims-made basis, the Consultant shall maintain such coverage for an additional three (3) years following termination of the contract.

17.3. Acceptability of Insurers. The Insurance policies required under this Section shall be placed with insurers with a current A.M. Best's rating no less than A: VIII, licensed to do business in California, and satisfactory to the City.

17.4. Additional Insured.

17.4.1. For general liability insurance, City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents acting as independent contractors in the role of City officials shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work.

17.4.2. For automobile liability, City, its elected and appointed officials, officers, employees, agents, designated volunteers, and those City agents serving as independent contractors in the role of City officials, shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible.

17.4.3. These additional insured provisions shall also apply to any excess/umbrella liability policies.

17.5. Cancellations or Modifications to Coverage. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by City to state: (1) coverage shall not be 14 of 23
suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to City; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City, its elected and appointed officials, officers, employees, agents, designated volunteers, and those City agents serving as independent contractors in the role of City officials;

17.6. Primary and Non-Contributing. Coverage shall be primary insurance as respects the City, its elected and appointed officials, officers, employees, agents, designated volunteers and agents serving as independent contractors in the role of City officials, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage and that any insurance or self-insurance maintained by the City, its elected and appointed officials, officers, employees, agents, designated volunteers and agents serving as independent contractors in the role of City officials, shall be excess of the Consultant's insurance and shall not be called upon to contribute with it;

17.7. Separation of Insureds. All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to City, its elected and appointed officials, officers, employees, agents, designated volunteers, and those City agents serving as independent contractors in the role of City officials.

17.8. Deductibles and Self-Insured Retentions. Any deductibles or selfinsured retentions shall be declared to and approved by City. Consultant guarantees that, at the option of City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials; or (2) Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses.

17.9. Waiver of Subrogation. Each insurance policy required by this Agreement shall expressly waive the insurer’s right of subrogation against City and its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials. Consultant hereby waives all rights of subrogation against City.

17.10. City Remedy for Noncompliance. If Consultant does not maintain the policies of insurance required under this Section in full force and effect during the term of this Agreement, or in the event any of Consultant’s policies do not comply with the requirements under this Section, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may, but has no duty to, take out the necessary insurance and pay, at Consultant’s expense, the premium thereon. Consultant shall promptly reimburse City for any premium 15 of 23
paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Consultant.

17.11. Evidence of Insurance. Prior to the performance of Services under this Agreement, Consultant shall furnish City with original certificates of insurance and all original endorsements evidencing and effecting the coverages required under this Section on forms satisfactory to and approved by City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by City if requested. Consultant may provide complete, certified copies of all required insurance policies to City. Consultant shall maintain current endorsements on file with City’s Risk Manager. All certificates and endorsements shall be received and approved by the City before work commences. City reserves the right to require complete, certified copies of all required insurance policies, at any time. Consultant shall also provide proof to City that insurance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Consultant shall furnish such proof at least two weeks prior to the expiration of the coverages.

17.12. Indemnity Requirements Not Limiting. Procurement of insurance by Consultant shall not be construed as a limitation of Consultant’s liability or as full performance of Consultant’s duty to indemnify City under Section 18.0.

17.13. Broader Coverage/Higher Limits. If Consultant maintains broader coverage and/or higher limits than the minimums required above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.

17.14. Subcontractor Insurance Requirements. Consultant shall require each of its subcontractors that perform Services under this Agreement to maintain insurance coverage that meets all of the requirements of this Section.

18.0 Indemnification, Hold Harmless, and Duty to Defend

18.1. Indemnification for Design Professional Services. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, indemnify and hold harmless City and its elected and appointed officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively “Indemnitees” in this Section 18.0), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, bid protests, stop notices, liens, and losses of any nature whatsoever, including but not limited to fees of attorneys, accountants and other professionals and all costs associated therewith, and reimbursement of attorneys’ fees and costs of defense (collectively “Claims”), in law or in equity, 16 of 23
whether actual, alleged or threatened, which arise out of, pertain to, or relate to, in whole or in part, the negligence, recklessness or willful misconduct of Consultant, its officers, managers, directors, agents, servants, employees, subcontractors, contractors or their officers, directors, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of design professional services under this Agreement by a “design professional,” as the term is defined under California Civil Code § 2782.8(c). Notwithstanding the foregoing and as required by Civil Code § 2782.8(a), in no event shall the cost to defend the Indemnitees that is charged to Consultant exceed Consultant’s proportionate percentage of fault.

18.2. Patent Infringement, Copyright and Other Intellectual Property Indemnification. To the fullest extent permitted by law, Consultant shall defend, hold harmless and indemnify City and the other Indemnitees (as defined in Section

18.1) from and against any claim, suit, demand or action alleging that the Laserfiche software system, Laserfiche modules or any component thereof infringes a U.S. patent or copyright, or any trade secret, or any other intellectual or intangible property rights of any party (collectively “Liabilities”); provided, however, that (1) City shall give Consultant prompt written notice of such action and all prior claims relating thereto; (2) City shall fully cooperate with Contractor in the defense and settlement of such action; and (3) Consultant shall have sole control of the defense of such action and all negotiations for its settlement or compromise.

Consultant shall have no liability to City for any infringement action that is based upon or arises out of the use of the Laserfiche software system or Laserfiche modules that have been modified by City without Consultant’s written approval. If a temporary or a final injunction is obtained preventing City’s use of the Laserfiche software system or Laserfiche modules, or any component thereof, by reason of an infringement of a U.S. patent, copyright, trade secret or other intellectual property right, Consultant shall, at its option and sole expense:

18.2.1. Procure for City the right to continue to use the Laserfiche software system, Laserfiche modules or such infringing component; or

18.2.2. Replace or modify the Laserfiche software system, Laserfiche modules or such component so it no longer infringes such patent, copyright, trade secret or other intellectual property right, so long as the utility or performance of the Laserfiche software system and Laserfiche modules is not materially impaired and the Laserfiche software system and Laserfiche modules continue to conform to the manufacturer’s specifications in all material respects; or

18.2.3. Refund any and all installation fees and prepaid license fees prorated based on the number of prepaid months remaining in the current term.

18.3. Indemnification for Loss or Unauthorized Access to Data. In the event of any act, error or omission, negligence, misconduct, or breach that permits any unauthorized access to, or that compromises or is suspected to compromise the security, confidentiality, or integrity of City Data (as defined in Section 18.3.1, 17 of 23
below) or the physical, technical, administrative, or organizational safeguards put in place by Consultant that relates to the protection of the security, confidentiality, or integrity of City Data, Consultant shall, as applicable: (a) notify City as soon as practicable but no later than twenty-four (24) hours of becoming aware of such occurrence; (b) cooperate with City in investigating the occurrence, including making available all relevant records, logs, files, data reporting, and other materials required to comply with applicable law or as otherwise required by City; (c) in the case of PII and/or PHI, at City’s sole election, (i) notify the affected individuals who comprise the PII and/or PHI as soon as practicable but no later than is required to comply with applicable law including, but not limited to, the provisions of California Civil Code Section 1798.82 and Section 1798.100, et seq., or, in the absence of any legally required notification period, within five (5) calendar days of the occurrence; or, (ii) reimburse City for any costs in notifying the affected individuals; (d) in the case of PII and/or PHI, provide third-party credit and identity monitoring services to each of the affected individuals who comprise the PII for the period required to comply with applicable law, or, in the absence of any legally required monitoring services, for no less than twelve (12) months following the date of notification to such individuals; (e) perform or take any other actions required to comply with applicable law as a result of the occurrence; (f) without limiting Consultant’s obligations of indemnification as further described in this Agreement, indemnify, defend, and hold harmless City for any and all liabilities, damages, losses, expenses, claims, demands, suits, fines, or judgments, including reasonable attorneys’ fees, costs, and expenses incidental thereto, which may be suffered by, accrued against, charged to, or recoverable from City in connection with the occurrence up to the limits of Consultant’s Cyber Liability policy required herein; (g) be responsible for recreating lost City Data in the manner and on the schedule set by City without charge to City; and, (h) provide to City a detailed plan within ten (10) calendar days of the occurrence describing the measures Consultant will undertake to prevent a future occurrence.

18.3.1. As used in this Agreement, “City Data” (which shall also be known and treated by Consultant as Confidential Information), shall include: City’s and/or City employees’ and all other authorized users’ data including but not limited to personal information and personally identifiable information (“PII”), collected, accessed, used, processed, stored, generated or otherwise made accessible to Consultant as the result of or in connection with City’s use of the Services. PII includes, without limitation, any information that identifies an individual, such as an individual’s social security number or other government-issued identification number, date of birth, address, telephone number, biometric data, mother’s maiden name, email address, credit card information, or an individual’s name in combination with any other of the elements listed herein. Personal information also means “personal information” as defined in California Civil Code Section 1798.140; and protected health information (“PHI”) as defined in Section 160.103 of Title 45 of the Code of Federal Regulations. In accordance with Section 12.0, except where subject to a third party’s intellectual property rights, all City Data is 18 of 23
and shall remain the sole and exclusive property of City and all right, title, and interest in the same belongs to City.

18.4. Other Indemnities.

18.4.1. Except as otherwise provided in Section 18.1, Section 18.2, and Section 18.3, and to the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, defend, hold harmless and indemnify City and the other Indemnitees (as defined in Section 18.1), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, bid protests, stop notices, liens and losses of any nature whatsoever, including but not limited to fees of accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively “Damages”), in law or equity, whether actual, alleged or threatened, which arise out of, pertain to, or relate to the acts or omissions of Consultant, its officers, agents, servants, employees, subcontractors, materialmen, suppliers, or contractors, or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, and the breach of this Agreement, including the Indemnitees’ active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties.

Consultant shall defend the Indemnitees in any action or actions filed in connection with any Liabilities with counsel of the Indemnitees’ choice, and shall pay all costs and expenses, including all attorneys’ fees and experts’ costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith.

18.4.2. Contractor shall further defend, indemnify and hold harmless City in accordance with Sections 9.0 and 10.0.

18.5. Subcontractor Indemnification. Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section 18.0 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnities, Consultant shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Claims, Liabilities and/or Damages, in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant’s subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Consultant’s subcontractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Claims, Liabilities and/or Damages arising from the sole negligence or willful misconduct of the Indemnitees, 19 of 23
as determined by final arbitration or court decision or by the agreement of the Parties.

18.6. Workers’ Compensation Acts Not Limiting. Consultant’s indemnification obligations under this Section, or any other provision of this Agreement, shall not be limited by the provisions of any workers’ compensation act or similar act. Consultant expressly waives its statutory immunity under such statutes or laws as to City, its elected and appointed officers, officials, agents, employees, designated volunteers and those City agents serving as independent contractors in the role of City officials.

18.7. Insurance Requirements Not Limiting. City does not, and shall not, waive any rights that it may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. The indemnities and obligations in this Section shall apply regardless of whether or not any insurance policies are determined to be applicable to the Liabilities asserted against City or any of the other Indemnitees.

18.8. Survival of Terms. All provisions of this Section 18.0 survive the expiration or termination of this Agreement.

19.0 Non-Discrimination and Equal Employment Opportunity Consultant affirmatively represents that it is an equal opportunity employer. In the performance of this Agreement, Consultant shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, gender, sexual orientation, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, or any other basis prohibited by law. Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation, or any other basis prohibited by law.

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

21.0 Prevailing Wage and Payroll Records
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To the extent that this Agreement calls for services that, in whole or in part, constitute “public works” as defined in the California Labor Code, Consultant shall comply in all respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit B, attached hereto and incorporated by reference herein.

22.0 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.

23.0 Severability
The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement.

24.0 Governing Law and Venue

24.1. This Agreement shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement.

24.2. Any litigation that arises under or relates to this Agreement (whether contract, tort or both) shall be resolved in a superior court or federal district court with geographic jurisdiction over the City of Seal Beach.

25.0 No Third Party Beneficiaries
This Agreement is made solely for the benefit of the Parties to this Agreement and their respective successors and assigns, and no other person or entity shall be deemed to have any rights hereunder against either party by virtue of this Agreement.

26.0 Waiver
No delay or omission to exercise any right, power or remedy accruing to City under this Agreement shall impair any right, power, or remedy of City, nor shall it be construed as a waiver of, or consent to, any breach or default. No waiver of any breach, any failure of a condition, or any right or remedy under this Agreement shall be (1) effective unless it is in writing and signed by the Party making the waiver, (2) deemed to be a waiver of, or consent to, any other breach, failure of a condition, or right or remedy, or (3) deemed to constitute a continuing waiver unless the writing expressly so states.
21 of 23

27.0 Prohibited Interests; Conflict of Interest

27.1. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services.

Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code §§ 1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained.

27.2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift.

27.3. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, noncontractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this Section.

28.0 Final Payment Acceptance Constitutes Release
The acceptance by Consultant of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Consultant for anything done, furnished, or relating to Consultant’s work or services. Acceptance of payment shall be any negotiation of City’s check or the failure to make a written extra compensation claim within ten calendar days of the receipt of that check. However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Consultant, its employees, subcontractors and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or 22 of 23
liability by City for any defect or error in the work prepared by Consultant, its employees, subcontractors and agents.

29.0 Corrections
In addition to the indemnification obligations set forth above, Consultant shall correct, at its expense, all errors in the work which may be disclosed during City’s review of Consultant’s report or plans. Should Consultant fail to make such correction in a reasonably timely manner, such correction may be made by City, and the cost thereof shall be charged to Consultant. In addition to all other available remedies, City may deduct the cost of such correction from any retention amount held by City or may withhold payment otherwise owed Consultant under this Agreement up to the amount of the cost of correction.

30.0 Non-Appropriation of Funds
Payments to be made to Consultant by City for any Services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted fund. In the event that City does not appropriate sufficient funds for payment of Consultant’s Services beyond the current fiscal year, this Agreement shall cover payment for Consultant’s Services only to the conclusion of the last fiscal year in which City appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year.

31.0 Mutual Cooperation

31.1. City’s Cooperation. City shall provide Consultant with all pertinent Data, documents and other requested information as is reasonably available for Consultant’s proper performance of the Services required under this Agreement.

31.2. Consultant’s Cooperation. In the event any claim or action is brought against City relating to Consultant’s performance of Services rendered under this Agreement, Consultant shall render any reasonable assistance that City requires.

32.0 Time of the Essence
Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a Party of the benefits of any grace or use period allowed in this Agreement.

33.0 Attorneys' Fees
If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the

S7296-0001\2700666v4.doc

EXHIBIT A
Consultant’s Proposal

PROFESSIONAL SERVICES AGREEMENT
AMENDMENT NO. 2
Between
City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
N
Complete Paperless Solutions
4025 E. La Palma Avenue, Suite 204
Anaheim, CA 92807
866) 661 - 2425
This Amendment No. 2 ( "Amendment No. 2 "), dated July 10, 2017, amends that certain Professional Service Agreement by and between Complete Paperless Solutions Consultant'), a California Corporation, and the City of Seal Beach ( "City "), a California charter city, ( collectively, " the Parties ").
1 of 3
S7296 -0001 \208581 Bv1. doc

RECITALS
A. Consultant currently provides certain professional services to City pursuant to a Professional Services Agreement between the Parties dated September 13, 2010 ( "Agreement"), as amended pursuant to Amendment No. 1, dated September 14, 2013.

B. The Agreement provides certain software support services for City including Laserfiche ( " Software Support Services "), with a contract term of three years.

C. Amendment No. 1, effective September 14, 2013, provides for an extension of the original term of the Agreement for an additional 6 years, and payment of an amount not to exceed $ 12,500.00 per year for all services satisfactorily rendered plus additional license or module costs.

D. It is the mutual intent of the Parties to amend the Agreement as provided below to modify. the Software Support Services to upgrade Laserfiche Platform to Laserfiche Avante.

NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows.

AMENDMENT NO. 2

1. Section 1. 0, Scope of Services, of the Agreement is hereby amended to add Subsection 1. 1. 1, Service Upgrade, to read as follows:

1. 1. 2 Avante Upgrade. Subject to the terms and conditions set forth in the Agreement, Consultant shall perform and complete in good and workmanlike manner an upgrade of City' s existing Laserfiche Platform to Laserfiche Avante ( " Avante Upgrade ") as set forth in Consultant' s June 26, 2017 proposal, attached hereto as Exhibit B and incorporated herein by this reference as though set forth in full. In the event of any material discrepancy or conflict between Exhibit B, on the one hand, and any provision of this Agreement or the Contract Documents, on the other hand, the provisions of this Agreement shall prevail."

2. Section 3. 0, Compensation, of the Agreement, as amended pursuant to Amendment No. 1, is hereby further amended in its entirety to read as follows:

For all services satisfactorily rendered, City will pay consultant an amount not to exceed $ 15, 294. 00 per year, provided, however, that this amount may vary due to the acquisition of additional licenses or modules approved in advance by the City or an increase of the license cost by the software manufacturer ( Laserfiche Avante).

3. 1. 1 In order to implement the Avante Upgrade, there shall be a onetime cost of $ 32, 022. 33 with a credit of $ 12, 500. 00, or a net charge of 2of3
57296 -0001 \2085818v1. doc n Q
approximately $ 20, 000. 00, for the turnkey solution as set forth on Exhibit B"

3. Except as expressly amended by this Amendment, all other provisions of the Agreement shall remain in full force and effect. In the event of a conflict between the provisions of this Amendment No. 2 and the provisions of the Agreement or Amendment No. 1, the provisions of this Amendment No. 2 shall control.

IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written.

CITY OF SEAL BEACH CONSULTANT
0 Attest:
0 Approved as
M
raib A. Steele
City Attorney
3 of 3
57296 -0001 \2085818v1. doc
By:

Steve Hines
President

O a

PROFESSIONAL SERVICES AGREEMENT
AMENDMENT NO. 1
Between
City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
N
Complete Paperless Solutions
4025 E. La Palma Avenue, Suite 201
Anaheim, CA 92807
866) 661 -2425
This Professional Service Agreement Amendment No. 1. ( " Amendment ") is made as of September 14, 2013 ( the " Effective Date ") by and between Complete Paperless Solutions ( " Consultant'), a California Corporation, and the City of Seal Beach ( "City "), a California charter city, ( collectively, " the Parties "). 1 of 3
S7296 - 0001 \ 1658853v3. doc
CS
U

RECITALS
A. Consultant currently provides certain professional services to City pursuant to a Professional Services Agreement between the Parties dated September 13, 2010 ( "Agreement ").

B. It is the mutual intent of the Parties to amend the Agreement as provided below.

NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows.

AMENDMENT NO. 1

1. Section 2. 0 of the Agreement is hereby amended to read as follows:

The term of this Agreement shall commence as of the Effective Date and shall continue until September 13, 2019, unless previously terminated as provided in this Agreement."

2. Section 3. 0 of the Agreement is hereby amended to read as follows:

For all services satisfactorily rendered, City will pay consultant an amount not to exceed $ 12, 500. 00 per year, provided, however, that this amount may vary due to the acquisition of additional licenses or modules approved in advance by the City or an increase of the license cost by the software manufacturer ( Laserfiche)."

3. Except as expressly amended by this Amendment, all other provisions of the Agreement shall remain in full force and effect.

Signature block follows on the next page]
2 of 3
S7296- 0001 \ 1 658853v3. doc
IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written.

CITY OF SEAL BEACH CON
By: By:

Jill R. Ingra
City Manage
Attest:

Approved as to Form:

By:

Quinn Barrow
City Attorney
3 of 3
S7296 - 0001 \ 1658853v3. doc
0 PROFESSIONAL SERVICES AGREEMENT
Between
City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
19 Complete Paperless Solutions
18340 Yorba Linda Boulevard, Suite 107 -405
Yorba Linda, CA 92886
866) 661 - 2425
This Professional Service Agreement ( " the Agreement ") is made as of the 13[ 111 day of Sentember. 20i1] ( the " Effective Date "), by and between Complete Paperless Solutions ( "Consultant "), a California Corporation, and the City of Seal Beach ( "City "), a California charter city, ( collectively, "the Parties "). 1of9
S7296 -0001\ 1275587 2.doo

RECITALS
A. City desires certain professional services.

B. Consultant represents that it is qualified and able to provide City with such services.

NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows.

AGREEMENT

1. 0 Scope of Services

1. 1. Consultant shall provide those services ( "Services ") set forth in Consultant' s proposal for Software Support Service dated August 3, 2010. The proposal is attached hereto as Exhibit A and is hereby incorporated by this reference. To the extent that there is any conflict between Exhibit A and this Agreement, this Agreement shall control.

1. 2. Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City.

1. 3. In performing this Agreement, Consultant shall comply with all applicable provisions of federal, state, and local law.

1. 4. Consultant will not be compensated for any work performed not specified in Exhibit A unless the City authorizes such work in advance and in writing. The City Manager may authorize payment for such work up to a cumulative maximum of $ 10, 000. Payment for additional work in excess of 10, 000 requires prior City Council authorization.

2. 0 Term
This term of this Agreement shall commence as of the Effective Date and shall continue for a term of 3 yp„ars , nl ss p ! vicusly terminated as provided by this Agreement.

3. 0 Consultant' s Compensation
Far all services satisfactorily rendered, City will pay Consultant an amount not to exceed $ 12, 500 per year.
2of9
572980001 \ 1275587v2. doc CS

4. 0 Method of Payment

4. 1. Consultant shall submit to City monthly invoices for all services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the services were rendered and shall describe in detail the services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the services performed for each day in the period. City will pay Consultant within 30 days of receiving Consultant' s invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Consultant.

4.2. Upon 24 -hour notice from City, Consultant shall allow City or City' s agents or representatives to inspect at Consultant' s offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement. City' s rights under this Section 4. 2 shall survive for two years following the termination of this Agreement.

5.0 Termination

5. 1. This Agreement may be terminated by City, without cause, or by Consultant based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination.

5. 2. This Agreement may be terminated by City upon 10 days' notice to Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy.

6. 0 Party Representatives

6. 1. The City Manager is the City' s representative for purposes of this Agreement.

6. 2. Claude Schott is the Consultant' s primary representative for purposes of this Agreement.

7. 0 Notices

7. 1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses:
3of9
67296- 000111275567v2. doc
9 To City: City of Seal Beach
211 -8th Street
Seal Beach, California 90740
Attn: City Manager
To Consultant: Complete Paperless Solutions
18340 Yorba Linda Boulevard, Suite 107 -405
Yorba Linda, CA 92886
866) 661 -2425
Attn: Claude Schott

7. 2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

8. 0 Independent Contractor

81. Consultant is an independent contractor and not an employee of the City. All services provided pursuant to this Agreement shall be performed by Consultant or under its supervision. Consultant will determine the means, methods, and details of performing the services. Any additional personnel performing 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. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of services under this Agreement and as required by. law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.

8. 2. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Consultant' s personnel practices. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant' s failure to promptly pay to City any reimbursement or indemnification arising under this Section.

9. 0 Subcontractors
No portion of this Agreement shall be subcontracted without the prior written approval of the City. Consultant is fully responsible to City for the performance of any and all subcontractors.
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03 10. 0 Assignment
Consultant shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of City. Any purported assignment without such consent shall be void and without effect.

11. 0 Insurance

11. 1. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that Consultant has secured all insurance required under this Section. Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements shall be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.

11. 2. Consultant shall, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement. Insurance is to be placed with insurers with a current A. M.

Best' s rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. Coverage shall be at least as broad as the latest version of the following: ( 1) General Liability: Insurance Services Office Commercial General Liability coverage ( occurrence form CG 0001); ( 2) Automobile Liability:

Insurance Services Office Business Auto Coverage form number CA 0001, code 1 ( any auto); and, if required by the City, ( 3) Professional Liability. Consultant shall maintain limits no less than: ( 1) General Liability: $ 2,000, 000 per occurrence for bodily injury, personal injury ' and property damage and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; ( 2) Automobile Liability: $ 1, 000, 000 per accident for bodily injury and property damage; and ( 3) Professional Liability: $ 1, 000, 000 per claim/ aggregate.

11. 3. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to state: ( 1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to the City; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, ( 3) coverage shall be primary insurance as respects the City; its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain 5of9
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of coverage excess of the Consultant' s scheduled underlying coverage and that any insurance or self- insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it; (4) for general liability insurance, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and ( 5) for automobile liability, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible.

11. 4. All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers.

11. 5. Any deductibles or self- insured retentions shall be declared to and approved by the City. Consultant guarantees that, at the option of the City, either: ( 1) the insurer shall reduce or eliminate such deductibles or self - insured retentions as respects the City, its directors, officials, officers, employees, agents, and volunteers; or ( 2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses.

12.0 Indemnification, Hold Harmless, and Duty to Defend Consultant shall defend, indemnify, and hold the City, its officials, officers, employees, volunteers and agents serving as independent contractors in the role of city officials ( collectively " Indemnities ") free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any acts or omissions of Consultant, its employees, or its agents in connection with the performance of this Agreement, including without limitation the payment of all consequential damages and attorneys' fees and other related costs and expenses, except for such loss or damage arising from the sole negligence or willful misconduct of the City. With respect to any and all such aforesaid suits, actions, or other legal proceedings of every kind that may be brought or instituted against Indemnitees, Consultant shall defend iridemnitees, at Consultant' s own cost, expense, and risk, and shall pay and satisfy any judgment, award, or decree that may be rendered against Indemnitees. Consultant shall reimburse City and its directors, officials, officers, employees, agents and /or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant' s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its directors, 6Of9
S7296- 0e0111275567v2. doc
G
officials, officers, employees, agents or volunteers. All duties of Consultant under this Section shall survive termination of this Agreement.

13.0 Equal Opportunity
Consultant affirmatively represents that it is an equal opportunity employer. Consultant shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation, or age. Such nondiscrimination includes, but is not limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination.

14. 0 Labor Certification
By its signature hereunder, Consultant
provisions of Section 3700 of the California
employer to be insured against liability for
undertake self- insurance in accordance with t
agrees to comply with such provisions before
the Services.

15. 0 Entire Agreement
certifies that it is aware of the
Labor Code that require every
Workers' Compensation or to
ie provisions of that Code, and
commencing the performance of
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.

16. 0 Severability
The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement.

17. 0 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of California.

18. 0 No Third Party Rights
No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement.

19. 0 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, 87296- 000111275587v2. tloc S
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C
9 privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise.

20. 0 Prohibited Interests; Conflict of Interest

20. 1. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services.

Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant " financially interested" ( as provided in California Government Code § § 1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained.

20. 2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift.

20. 3. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, non - contractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited " conflict of interest" under applicable laws as described in this subsection.

21. 0 Attorneys' Fees
If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attorneys' fees and other costs incurred in connection therewith.
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7 22. 0 Exhibits
All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control.

23. 0 Corporate Authority
The person executing this Agreement on behalf of Consultant warrants that he or she is duly authorized to execute this Agreement on behalf of said Party and that by his or her execution, the Consultant is formally bound to the provisions of this Agreement.

IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written.

CITY OF SEAL BEACH CONSULTANT
By: " By:

David Carman , City Manager
Name: Steve Hines, President
Attest:

By:

By: At V " i
Linda Devine, ity Clerk Name:

Account Manager
Approved as to Form:

By:

Quinn Barrow, City Attorney
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Software Support Service
City of Seal Beach
COM PLETEPAP ERLESSOOLUT10 NS
Prepared by: Claude Schott
8/ 3/ 2010
COMPLETEPAPERLESSSOLUnONS Pagel
COMPLETEPAPERLE8880LUTIONS
August 23, 2010
Linda Devine
City of Seal Beach
211— 81" Street
Seal Beach, CA 90740
Dear Linda,
0 18340 Yorba Linda Boulevard, 107 -405
Yorba Linda, CA 92886
Phone: ( 866) 661- 2425
Fax: ( 714) 716 -8215
We would like to thank you for the opportunity to respond to your request for proposal for services to support your current Laserfiche application. We sincerely appreciate your interest and support.

Complete Paperless Solutions Is pleased to present the attached proposal for the software support of your mission critical Laserfiche solution.

Our support and professional services team has over sixty years combined experience with the Laserfiche product suites and is currently servicing over one hundred customers in the United States.

We look forward to your positive review of this proposal and answering any questions that may arise.

Thank you again for your time and support of this project. We look forward to working very closely with you and your team.

Sincerely,
Claude Schott
Executive Account Manager
c5chotMcos247. com
866) 661 -2425
COMPLETEPAPERLESSSOLUTIONS Paget
0 Software Support Service 1 2010

TABLE OF CONTENTS
Executive Summary ........................... ...............................

About Complete Paperless Solutions ...............................

Current Environment ........................ ...............................

Seal Beach Profile .......................... ...............................

Proposed Solution ............................. ...............................

The Complete Paperless Solution ...............................

Financial Considerations .................. ...............................

Pricing........................................... ............................... 44 55
66 66
77 COMPLETEPAPERLESSSOLUTIONS Page
Software Support Service 1 2010

EXECUTIVE SUMMARY
The City of Seal Beach is seeking a new Laserfiche provider for services to support, consult, and ultimately enhance business processes for their current Laserfiche system.

The City of Seal Beach has been using Laserfiche since June, 2005 and was formally installed and supported by Datanet Solutions,
Complete Paperless Solutions has an in -depth understanding of the Laserfiche Infrastructure at the City Hall, as well as the culture, tradition and staff members within the City of Seal Beach. As a matter of a fact, Complete Paperless Solutions employs the same support and professional services team as the City used to have under its former partner.

Due to the past history between City of Seal Beach and Complete Paperless Solutions' technical team, we believe that partnering with us would provide the City with a seamless transition.

Our price for Diamond support $ 12, 500.00.

COMPLETEPAPERLESSSOLUTIONS Page
u
Software Support Service 1 2010

ABOUT COMPLETE PAPERLESS SOLUTIONS
Complete Paperless Solutions is a customer service oriented company who focuses on providing business process solutions to customers. Known for its excellent customer service and technical expertise, the CPS team is comprised of solutions architects, software engineers, project managers and executive account managers, with over a combined 60 years of experience in document management and software development.

Complete Paperless Solutions offers turnkey enterprise content management solutions and it does not stop there. Improving business processes, at times, involves more than a turnkey solution. That's where Complete Paperless Solutions shines. Our experienced staff has been exposed to a spectrum of business applications and can provide the avenue for one solution to talk to another. Let Complete Paperless Solutions be the glue that holds the business process together. Whether it is a turnkey solution or a project involving an integration and customization, Complete Paperless Solutions has proven to deliver great products.

Complete Paperless Solutions provides solutions for better records management to a variety of municipalities. From local government and law enforcement to special districts and commercial accounts, business processes are reviewed, improved and streamlined for a more efficient and effective enterprise content management system.

Our clients Include Alhambra Police Department, City of Bakersfield, City of Coachella, City of Claremont and Claremont Police Department, City of Covina, City of El Centro, City of El Monte, City of Encinitas, City of Fountain Valley and Fountain Valley Police Department, City of Montclair and Police Department, City of Montebello and Montebello Police Department, City of Murrieta Police Department, City of Redondo Beach and Redondo Beach Police Department, City of Rosemead, City of San Bernardino, and West Covina Police Department to name a few.

COMPLETEPAPERLESSSOLLITIONS Page
L

CURRENT ENVIRONMENT

SEAL BEACH PROFILE
0 Software Support Service 1 2010
The City of Seal Beach has been using Laserfiche since June 2005. The City Clerk' s office was first to use the Laserfiche application to provide its citizens with an additional service. As the implemented solution was a success, other departments such as Planning and Public Works followed the trend.

The City of Seal Beach is currently using the following components of the Laserfiche suite:
n
Laserfiche Group Server ( MS SQL Server)
jFull' Users" = - - 9
Read Only' Usersv_f • ", :' 12
aEmail Plug -Inl ' ; r" r '" 9
Snapshot . . ,: = 9
Scan Connect'( ISI§ Tngine) 1
Components
Laserfiche Plus' s
Laserfiche Webli4k• :... 1
Aaserfiche. Web; ACcess"
COMPLETEPAPERLESSSOLUTIONS Page
0 PROPOSED SOLUTION

THE COMPLETE PAPERLESS SOLUTION
0 Software Support Service 1 2010
Complete Paperless Solutions is herein proposing four different software support options, which we believe will fit the City' s needs and requirements.

Complete Paperless Solutions and Laserfiche Software Support Programs The annual support plans from CPS and Laserfiche are made up of the Laserfiche Software Assurance Plan ( LSAP) and the CPS Support options. These programs are annually renewable. Customers may switch options then based on their own unique requirements.

1. Laserfiche Software Assurance Plan ( LSAP)
Manage Change and Safeguard Operations
Frequent product updates keep your Laserfiche solution running at peak efficiency. Expert support provides fast answers to minimize downtime and to increase productivity.

Maximize uptime and resolve problems quickly.

LSAP guarantees rapid response from support engineers who will provide expert assistance in keepingyour mission critical document management application up and running.

Stay Current and protect your investment
LSAP insures access to product updates as soon as they are released, expanding your system' s capabilities and helping you adapt to new operating systems and other infrastructure changes.

The Laserfiche Software Assurance Plan ( LSAP) provides access to most of our post - acquisition services. LSAP benefits include:

Support site access
Free Updates and hot fixes through CPS
100% credit toward product upgrades
Laserfiche technical support via CPS
Webinars throughout the year
Annual user conference
Online forums
COMPLETEPAPERLESSSOLUTIONS Page 7
9 2. Complete Paperless Solutions Support
Software Support Service 1 2010
Complete Paperless Solutions believes that the maintenance and support programs are only a part of the relationship we want to establish with our clients. We believe that your investment in the Laserfiche Solution can best be protected and enhanced by CPS having a Solid understanding of your environment and processes. We will use this intimate knowledge to provide you with tools that assist in the everyday operation of the system.

We offer every new account or current customer with Diamond support the following:

SysCheck Program
CPS' s SysCheck brings organization to your Laserfiche installation with professional recommendations for:

Folder structure organization
Increased security
Inconsistent document names
Incorrect template entries
Unnecessary storage of outdated files
Control of large unmanageable volumes
Excess number of templates
Insufficient disk space
Poor or non - existent back -up plans
And much, much more!
identifying system weaknesses and shortcomings will improve your process, taking pressure off your operations budget]
Every SysCheck consultation culminates with the delivery of a detailed recommendations report on your environment with Best Practices comments on system design, system utilization and overall functionality.

COMPLETEPAPERLESSSOLUTIONS Page
0 •
Software Support Service' 2010
As an authorized Laserfiche Reseller, CPS has a staff of developers and software engineers with over 60 years of combined Laserfiche experience. With our corporate offices and dispatch center in Anaheim, we are only minutes away in the case of an emergency. As your first line of support, we have direct access to the Laserfiche development community as necessary. In addition to these services, CPS provides the following:

Phone support via 866 - 661 -2425
Email support via supoort( alcps247. com
Remote support to your site
Internal logging and tracking of support cases
Local CPS user workshops and user groups
Webinars for users and new product training
Full Consultation services
As a part of the LSAP agreement, there are four options for support.

COMPLETEPAPERLESSSOLUTIONS Page
Unlimite6hone,. email, remote service Yes Yes Yes Yes
SysChe5k`1,.{ - ' «'' Yes Yes Yes Yes
Fast track escalation No No Yes Yes
Next buiiness day cm =site resolution ; No Yes No Yes
Laserfiche Annual. User Conference No No No Yes
On- Site Support - No Yes No Yes
Next Busiiiess' day on- site resolution No Yes No Yes
Oh -site upgrades '' N/ A Yes N/ A Yes
Guaranteed response time Next 4 hours 2 hours 1 hour
Business
Day
AdditionalTrainirig None 4hours None 8hours
COMPLETEPAPERLESSSOLUTIONS Page
0 Software Support Service 1 2010
Financial Considerations
Complete Paperless Solutions has prepared a cost analysis for your review. We look forward to reviewing and discussing these options with you.

PRICING
Annual Complete Paperless Solutions support alternatives NOTE: Tax is not included — Tax can be avoided if you elect not to receive tangible software items - electronic download only.

Please note also that we can support your scanners as well.

COMPLETEPAPERLESSSOLUTIONS Page 10
Qty* r r
aserfiche United,_ . f' . 1 2, 175
EuILUsers•.... 9 1, 755
Read Only Users••.;.' 12 900
Snapshot + 9 0
Email 9 0
weblink - 1 2, 390
Web-Access `•' 1 2, 390
Plus Plug- ins., •- 1 1, 898
scan connect 1 0
11, 508"
55, 75.4,:
e: Total 2 ..$ 17, 262:

Your Price , ..$• 12,SOO
NOTE: Tax is not included — Tax can be avoided if you elect not to receive tangible software items - electronic download only.

Please note also that we can support your scanners as well.

COMPLETEPAPERLESSSOLUTIONS Page 10
Agenda Item G

AGENDA STAFF REPORT
DATE: September 26, 2022
TO: Honorable Mayor and City Council
THRU: Jill R. Ingram, City Manager
FROM: Alexa Smittle, Community Development Director
SUBJECT: Short Term Rentals
________________________________________________________________ SUMMARY OF REQUEST:

That the City Council adopt Resolution 7334 suspending enforcement of the City’s prohibition on short term rentals.

BACKGROUND AND ANALYSIS:

Section 11.4.05.135 of the City’s Municipal Code Short-Term, Rental of Residentially Zoned Property, states, “No residentially zoned property, or any portion thereof, shall be leased or rented for a term of 29 days or less for any purpose, including but not limited to any residential or commercial purpose such as vacation rentals, weddings, or other event rentals.” Thus, with the exception of 14 legal nonconforming vacation rentals, short-term rentals are currently prohibited in the City.

However, two recent legal cases related to short-term rentals were reviewed in separate California Courts of Appeal, Kracke v. City of Santa Barbara (2021) and Keen v. City of Manhattan Beach (2022). While the details of the cases varied, the respective opinions of the appellate courts both held that the California Coastal Act overrides cities’ short-term rental bans, as such bans restrict coastal access and therefore any bans would require Coastal Commission approval. The Keen case in particular received a great deal of attention from coastal cities, as the City of Manhattan Beach petitioned the California Supreme Court for review. However, at the end of July 2022, the Supreme Court declined to take up the case. The appellate court decisions in both cases were published, and therefore are now case law.

In light of the outcome of these cases, it appears the City will need to modify the zoning code, eliminating the prohibition on short term rentals in the coastal zone.

Staff is prepared to initiate a process to present a zoning code amendment to the Planning Commission for recommendation, and then to the City Council for decision, along with licensing procedures and regulations for short-term rentals. In

the interim, staff is recommending the City Council suspend enforcement of Municipal Code Section 11.4.05.135.

ENVIRONMENTAL IMPACT:

There is no environmental impact related to this item.

LEGAL ANALYSIS:

The City Attorney has reviewed and approved as to form.

FINANCIAL IMPACT:

Financial impacts are unknown at this time. Short term rental businesses are required to have a business license and remit transient occupancy taxes, which would increase City revenues. Staff also anticipates an increase in calls for service to both the Police Department and Code Enforcement.

STRATEGIC PLAN:

This item is not applicable to the Strategic Plan.

RECOMMENDATION:

That the City Council adopt Resolution 7334 suspending enforcement of the City’s prohibition on short term rentals.

SUBMITTED BY: NOTED AND APPROVED:

Alexa Smittle Jill R. Ingram
Alexa Smittle, Community
Development Director
Jill R. Ingram, City Manager
ATTACHMENTS:

A. Resolution 7334
RESOLUTION 7334

A RESOLUTION OF THE SEAL BEACH CITY COUNCIL DIRECTING

THE CITY MANAGER AND COMMUNITY DEVELOPMENT
DIRECTOR TO SUSPEND ENFORCEMENT OF THE CITY’S

PROHIBITION ON THE SHORT TERM RENTAL OF

RESIDENTIALLY-ZONED PROPERTY AND TO BRING FORWARD

A PLAN FOR FUTURE ACTION
THE SEAL BEACH CITY COUNCIL DOES HEREBY FIND AND RESOLVE:

Section 1. The City currently prohibits the establishment of new short-term rentals of residentially-zoned properties, for a term of 29 days or less, due to the demonstrated nuisances typically associated with such uses in residential areas.

Section 2. Some short-term rental properties in the City are considered to be legal-non-conforming uses and permitted to continue in use pursuant to Conditional Use Permits (“CUP”).

Section 3. Recent reported court decisions, in Keen v. City of Manhattan Beach and Kracke v. City of Santa Barbara have called into question the ability of coastal cities to prohibit short-term vacation rentals in the absence of an approved Local Coastal Program or a Coastal Development Permit allowing such prohibition.

Section 4. Accordingly, the City Manager and Community Development Director are hereby directed to immediately suspend enforcement of Seal Beach Municipal Code Section 11.04.05.135(A). This action does not affect any CUP issued under Seal Beach Municipal Code Section 11.04.05.135(B).

Section 5. The City Manager and Community Development Director are further directed to bring forward at a future City Council meeting a plan for addressing the impacts of short-term residential rentals.

Section 6. This minor alteration in land use alterations is categorically exempt from review under the California Environmental Quality Act (CEQA) pursuant to Section 15305.

PASSED, APPROVED and ADOPTED by the Seal Beach City Council at a regular meeting held on the 26th day of September, 2022 by the following vote:

AYES: Council Members: ____________________________________ NOES: Council Members: ____________________________________ ABSENT: Council Members: ____________________________________ ABSTAIN: Council Members: ____________________________________ Joe Kalmick, Mayor
ATTEST:

Gloria D. Harper, City Clerk
STATE OF CALIFORNIA }
COUNTY OF ORANGE } SS
CITY OF SEAL BEACH }
I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7334 on file in the office of the City Clerk, passed, approved, and adopted by the Seal Beach City Council at a regular meeting held on the 26th day of September, 2022.

Gloria D. Harper, City Clerk