Seal Beach City Council
December 12, 2022

A G E N D A

MEETING OF THE CITY COUNCIL
Monday, December 12, 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
• Los Alamitos Middle School Choir – Christmas Carolers • Retirement Recognition of Crossing Guard Betty Camacho • Introduction of Planning Manager Shaun Temple
• Six-Month Review of Seal Beach Animal Control

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 Public Comment from Chanathip Jalayanateja
Public Comment from Frank and Jennifer Ryan
Public Comment from Jeff and Sue Eggert
CITY ATTORNEY REPORT Craig A. Steele, City Attorney
CITY MANAGER REPORT Jill R. Ingram, City Manager
Choose Civility  - Presentation

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

COUNCIL ITEMS
A. Declare Results of the November 8, 2022 Election and Swear-in the Newly Elected City Official, Provide for Run-Off Election in District 3 and District 5 - That the City Council adopt Resolution 7348: 1.  Declaring the results of the November 8, 2022 election; and, 2.  Swear-in the newly elected city official for a full four-year term (2022-2026): District One – Joe Kalmick; and, 3.  Confirming the need for a Run-Off Election in District 3 and District 5 on Tuesday, January 31, 2023, and providing direction for the RunOff Election.

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.

B. Approval of the November 14, 2022 City Council Minutes - That the City Council approve the minutes of the Regular City Council meetings held on November 14, 2022.

C. Demands on City Treasury (Fiscal Year 2023) December 12, 2022 - Ratification.

D. Monthly Investment Report – October 31, 2022 - Receive and file.

E. Awarding and Authorizing Execution of a Professional Services Agreement with AKM Consulting Engineers, Inc. for the Pump Station No. 35 Improvements (CIP SS1903) – Professional Design Services - That the City Council adopt Resolution 7349: 1. Awarding a Professional Services Agreement to AKM Consulting Engineers, Inc. in a not-to-exceed amount of $98,496 to provide professional design services for the Pump Station No. 35 Improvements (CIP SS1903); 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 $15,000 in connection with the Project.

F. Approving and Authorizing Amendment No. 1 to Professional Maintenance Agreement with Southern California Precision Concrete, Inc. dba Precision Concrete Cutting for Sidewalk Assessment and Trip Hazard Removal Services - That the City Council adopt Resolution 7350: 1.

Approving Amendment No. 1 to the Professional Maintenance Agreement with Southern California Precision Concrete, Inc. dba Precision Concrete Cutting for additional Sidewalk Assessment and Trip Hazard Removal Services set forth in Exhibit B-1 to Amendment No. 1, incorporated herein by this reference (“Additional Services”); and 2. Increasing compensation by $32,424 for said additional services (Exhibit B-1) and a revised not-to-exceed amount of $67,424 for all Services (Exhibit A and Exhibit B) and Additional Services (Exhibit A and Exhibit B-1) under the Agreement and Amendment No. 1; and,

3. Authorizing the City Manager to execute Amendment No. 1; and, 4.

Authorizing the City Manager to approve additional work requests up to $64,576 and inspection services up to $3,000, in the cumulative not-to-exceed amount of $67,576, in connection with the Additional Services under Amendment No. 1; and 5. Approving Budget Amendment BA #23-06-01 in the amount of $65,000.

G. Submittal of Yearly Expenditure Report to Orange County Transportation Authority (OCTA) for Measure M2 Eligibility - That the City Council adopt Resolution 7351: 1. Finding the yearly expenditure report to Orange County Transportation Authority (OCTA) for Measure M2 Eligibility for FY 2021-2022 was prepared in conformance with the M2 Expenditure Report Template provided in the Renewed Measure M Eligibility Guidelines and accounts for Net Revenues including interest earned, expenditures during the fiscal year and balances at the end of fiscal year; and, 2. Adopting M2 Expenditure Report for FY 2021-2022; and, 3. Directing the City Manager, or her designee, to submit the M2 Expenditure Report to OCTA no later than December 31, 2022.

H. Approval of Professional Services Agreement between Meals on Wheels OC and City of Seal Beach to Provide Senior Nutrition Services - That the City Council adopt Resolution 7352 authorizing the City Manager to execute a Professional Services Agreement between Meals on Wheels OC and the City of Seal Beach to provide senior nutrition services.

ITEMS REMOVED FROM THE CONSENT CALENDAR

PUBLIC HEARING
I. Adoption of an Ordinance of the City of Seal Beach City Council Amending the City of Seal Beach Municipal Code by Modifying Title 9 Chapter 9.60 Building Code thereof and Adopting by Reference The 2022 California Building Code, 2022 California Residential Code, 2022 California Electrical Code, 2022 California Mechanical Code, 2022 California Plumbing Code, 2022 California Fire Code with Certain Amendments, Additions and Deletions thereto. - That the City Council:  1.

Read by title only for the 2nd reading Ordinance 1700, amending the Seal Beach Municipal Code Chapter 9.60 by repealing Section 9.60.020 California Codes Adopted by Reference and Amended and substituting with new Section

9.60.020 California Codes adopted by reference and amend the California Code of Regulations, Title 24, Part 2 California Building Code, Part 2.5 California Residential Code, Part 3 California Electrical Code, Part 4 California Mechanical Code, Part 5 California Plumbing Code and Part 9 California Fire Code with Certain Amendments, Additions and Deletions Thereto pursuant to Local Findings; and, 2. Conduct a public hearing; and 3. Adopt Ordinance 1700.

UNFINISHED / CONTINUED BUSINESS – None

NEW BUSINESS
J. Introduction and First Reading of Ordinance Amending Portions of Title 2 of the Seal Beach Municipal Code Regarding the Process for All Mailed-Ballot Municipal Elections and Required Campaign Reporting for the Municipal Run-Off Elections - That the City Council introduce, read by title only and waive further reading of Ordinance 1702, “An Ordinance of the City of Seal Beach Amending the Seal Beach Municipal Code to Properly Align the City’s Mailed-Ballot Election Regulations with State Law and Provide for Pre-Election Campaign Reporting for Municipal Run-Off Elections.” K. Proposed Changes to the Temporary Parklet Program - That the City Council adopt Resolution 7353, concluding the temporary parklet program.

ADJOURNMENT
Adjourn the City Council in memory of former Council Member and Mayor Morton Baum and Orange County Fire Authority Engineer Mike Tooley, to meet for an Adjourned Regular Meeting, Monday, December 19, 2022, at 5:00 pm.

Click to edit Master title style
1 Introduction of New
Full Time Employees
D e c e m b e r 1 2 , 2 0 2 2
A l e x a S m i t t l e , C o m m u n i t y D e v e l o p m e n t D i r e c t o r L a u r e n B a r i c h , M a n a g e m e n t A n a l y s t Click to edit Master title style
2 2
Shaun Temple
Planning Manager
Community Development Department
Click to edit Master title style
3 Thank You!

CITY OF SEAL BEACH

ANIMAL CONTROL

SERVICES

CITY OF

SEAL BEACH
ANIMAL

CONTROL

PROGRAM
➢ IN-HOUSE

ANIMAL CONTROL
➢ MULTI-FUNCTION

ANIMAL CONTROL

OFFICERS
➢ PARKING

ENFORCEMENT

AND ANIMAL

CONTROL
WHAT

WE HAVE

DONE SO
FAR
 City Council approved May 23rd
 Reclassified SCSO to Police Services Manager
 July – seven (7) SCSOs attended two-week Humane
Animal Enforcement Training
 October eight (8) SCSOs attended the training
 Currently - Field training in Newport Beach, Laguna
Beach, Hermosa Beach
 Agreements are being drafted and reviewed
 Adjusted fees
 Created written policy
 Purchased and outfitting trucks
 Education and Outreach – “Dogs off Leash” (greenbelt)

POLICE SERVICES

MANAGER (PSM)
•
•
•

ANIMAL CONTROL SERVICES VEHICLES
 Purchased two (2) 4WD
Ford Ranger Pick-up trucks
 Wrap/ graphics installed
 Awaiting camper shells
(supply chain delay)
 Emergency lights and ALPR
systems to be installed

TRAINING
➢
➢
➢

SHELTER

SERVICES
No Kill Shelter
Available 24 hours a day
Will accept all companion
animals

SEAL BEACH ANIMAL CARE CENTER
AUGUST - OCTOBER 2022
SEVERAL MEETINGS WITH SBACC

REPRESENTATIVES
PRESENTED PROPOSAL TO SBACC BOARD
OCT. 20
RECEIVED RESPONSE NOV. 17
WHAT IS NEXT?
Animal
Shelter RFP
and selection
SCSO’s -
complete
training
Finish
outfitting
trucks
Licensing
agreement
Equipment
purchasing
Agreement
for wildlife
care
QUESTIONS?
Questions for December 12, 2022, City Council Meeting Sustarsic Warrants:
# 1955 11/10/22 Aqua-Metric Sales Company $ 7,447.68
Water meter inventory
What is this?
Payment is for the purchase of new water meters to replace older ones. # 25266 11/10/22 City of Seal Beach $67,064.93
Cycle 9-8-19 to 10-20-22
What is this for?
This is the Citywide billing period for Water, Sewer, Street Sweeping, and Tree Trimming What are the two expenditures below for?
# 25328 11/10/22 Pacific Advanced Civil Engineering Inc $60,000.00 Lampson Well treatment Analysis – Sept 2
Payment is to start building the Lampson Well Treatment System control panel that was part of the agreement scope.
# 25425 11/23/22 Pacific Advanced Civil Engineering Inc $11,472.50 Lampson Well Treatment analysis – Throug
Payment is for the Lampson Well Treatment System design.

What are the two expenditures below for?
# 25333 11/10/22 Psomas $18,728.00
Old Ranch Country Club 7/29-9/29/22
# 25430 11/23/22 Psomas $15,990.00
Old Ranch Country Club 9/30-10/27/22
These are for the Old Ranch Country Club Specific Plan EIR. They are paid for by the applicant.

What are the expenditures below for?
# 25349 11/10/22 Stantec Consulting Services Inc
Consulting Lampson Bike Trail $1279.15
Payment is for the Lampson Trail Bike Trail design, permitting, and regulatory approval.

Consulting WT2103 ending 10-7-22 $10,361.05
This payment is for the Los Cerritos Wetlands Watermain lining design and permitting. # 25435 11/23/22 Stantec Consulting Services Inc $ 444.92 Consulting Lampson Bike Trail Gap
Payment is for the Lampson Trail Bike Trail design, permitting, and regulatory approval.

1. Treat everyone courteously;

2. Listen to others respectfully;

3. Exercise self-control;

4. Give open-minded consideration to all viewpoints;

5. Focus on the issues and avoid personalizing debate; and,

6. Embrace respectful disagreement and dissent as democratic rights, inherent components of an inclusive public process, and tools for forging sound decisions.

Agenda Item A

AGENDA STAFF REPORT
DATE: December 12, 2022
TO: Honorable Mayor and City Council
THRU: Jill R. Ingram, City Manager
FROM: Gloria D. Harper, City Clerk
SUBJECT: Declare Results of the November 8, 2022 Election and Swear-in the Newly Elected City Official, Provide for Run-Off Election in District 3 and District 5
_______________________________________________________________ SUMMARY OF REQUEST:

That the City Council adopt Resolution 7348:

1. Declaring the results of the November 8, 2022 election; and,

2. Swear-in the newly elected city official for a full four-year term (2022-2026): District One – Joe Kalmick; and,

3. Confirming the need for a mailed ballot Run-Off Election in District 3 and District 5 on Tuesday, January 31, 2023, and providing direction for the Run-Off Election.

BACKGROUND AND ANALYSIS:

The City of Seal Beach General Municipal Election was held on November 8, 2022. Canvass and certification of election by the County of Orange was completed on December 2, 2022 (Attachment “B”). The following votes were cast:

District One
Candidate Votes Cast
Joe Kalmick 1197 - 51.20%
Gregg Barton 582 - 24.89%
Christopher DeSanto 559 - 23.91%
District Three
Candidate Votes Cast
Stephanie Wade 967 - 45.25%
Lisa Landau 912 - 42.68%
Fred Macksoud 258 - 12.07%
District Five
Candidate Votes Cast
Nathan Steele 1308 - 44.99%
Mariann Klinger 641 - 22.05%
Michael J. McGrorty 593 - 20.40%
Jonathan Rich 365 - 12.56%
Pursuant to the Seal Beach Charter §509, as no candidate received a majority (50% plus 1) of all votes cast in District 3 and District 5, the two candidates receiving the highest number of votes for such office are to be printed upon the ballots for a Municipal Run-Off Election. Seal Beach Charter §502 provides that the date of such an election shall be held on January 31, 2023.

The proposed Resolution also authorizes the County Elections Department to conduct the Run-Off Election and to canvass the results according to law. The Run-Off election will be conducted as a mailed ballot election only.

ENVIRONMENTAL IMPACT:

There is no environmental impact related to this item.

LEGAL ANALYSIS:

The City Attorney reviewed and approved this item.

FINANCIAL IMPACT:

The estimated cost of $60,000 for conducting the Run-Off Election is included in the FY 2022/23 Budget for Elections. Other costs of this item are minimal.

STRATEGIC PLAN:

This item is not applicable to the Strategic Plan.

RECOMMENDATION:

That the City Council adopt Resolution 7348:

1. Declaring the results of the November 8, 2022 election; and,

2. Swear-in the newly elected city official for a full four-year term (2022-2026): District One – Joe Kalmick; and,

3. Confirming the need for a mailed ballot Run-Off Election in District 3 and District 5 on Tuesday, January 31, 2023, and providing direction for the Run-Off Election.

Agenda Item A
SUBMITTED BY: NOTED AND APPROVED:

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

A. Resolution 7348
B. Exhibit “A” Registrar of Voter’s Canvass and Certificate of Election RESOLUTION 7348

A RESOLUTION OF THE SEAL BEACH CITY COUNCIL

RECITING THE FACT OF THE GENERAL MUNICIPAL
ELECTION HELD ON NOVEMBER 8, 2022 DECLARING THE

RESULT AND SUCH OTHER MATTERS AS PROVIDED BY LAW
WHEREAS, a General Municipal Election was held and conducted in the City of Seal Beach, California, on Tuesday, November 8, 2022, as required by law; and, WHEREAS, notice of the election was given in time, form and manner as provided by law; that voting precincts were properly established; that election officers were appointed and that in all respects the election was held and conducted and the votes were cast, received and canvassed and the returns made and declared in time, form and manner as required by the provisions of the Elections Code of the State of California for the holding of elections in charter cities; and,
WHEREAS, the Orange County Registrar of Voters canvassed the returns of the election and has certified the results to this City Council, the results are received, attached, and made a part hereof as “Exhibit A”.

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

SECTION 1. The whole number of Vote-By-Mail Ballots cast in the City was 2025; the whole number of Election Day Vote Center Ballots cast in the City was 556; making a total of 2581 ballots cast in the City.

SECTION 2. The names of persons voted for at the election for Member of the City Council are as follows:

District One: District Three: District Five:

Joe Kalmick Stephanie Wade Nathan Steele
Gregg Barton Lisa Landau Mariann Klinger
Christopher DeSanto Fred Macksoud Michael J. McGrorty
Jonathan Rich
SECTION 3. There were no measurers voted upon at the election.

SECTION 4. The number of votes given at each precinct and the number of votes given in the City to each of the persons above named for the respective offices for which the persons were candidates as listed in Exhibit “A” attached.

SECTION 5. The City Council does declare and determine that:
a. Joe Kalmick was elected as Member of the City Council from Councilmanic District One for the full term of four years; and,
b. As a result of the election, a majority (50% plus 1) of voters voting on Councilmanic District Three was not voted upon for a candidate; therefore, pursuant to Seal Beach Charter § 502 and 509, on Tuesday, January 31, 2023, a Run-Off Election shall be held for Councilmanic District Three and the names on the ballot shall be the following two candidates receiving the highest votes are Stephanie Wade and Lisa Landau; and,
c. As a result of the election, a majority (50% plus 1) of voters voting on Councilmanic District Five was not voted upon for a candidate; therefore, pursuant to Seal Beach Charter § 502 and 509, on Tuesday, January 31, 2023, a Run-Off Election shall be held for Councilmanic District Five and the names on the ballot shall be the following two candidates receiving the highest votes are Nathan Steele and Mariann Klinger.

SECTION 6: The City Council authorizes the Registrar of Voters to conduct the special run-off election on Tuesday, January 31, 2023, and provide the following election services:
a. Mail a ballot and County Voter Information Guide to all active registered voters residing in City Council Districts 3 and 5 commencing the week of January 3, 2023, including any overseas and military voters by December 17, 2022 – 45 days before Election Day; and,
b. No Vote Centers for in-person voting would be operated; and, c. Provide the following ballot drop-off locations: (1) City Clerk’s office during regular business hours Monday-Friday 8am-5pm and from 7am-8pm on Election Day; and, (2) Leisure World Seal Beach ballot drop box available 24/7 for residents of the community; and, (3) Mary Wilson Branch Library ballot drop box available 24/7; and, (4) Registrar of Voters’ office during regular business hours Monday through Friday 8am-5pm, and from 7am-8pm on Election Day; and, (5) Registrar of Voters’ ballot drop box available 24/7 in front of the office located at 1300 South Grand Avenue, Building C, Santa Ana CA; and,
d. Issuance of a second (replacement) ballot for voters or their authorized representative and Conditional Voter Registration and issuance of a provision ballot from January 17, 2023, through Election Day will be provided to voters at the Registrar of Voters in Santa Ana only; and,
e. Ballots will be timely cast if postmarked by January 31, 2023 and received from the U.S. Postal Service by February 3, 2023.

SECTION 6. The City Clerk shall enter on the records of the City Council of the City, a statement of the result of the election, showing: (1) The whole number of ballots cast in the City; (2) The names of the persons voted for; (3) For what office each person was voted for; (4) The number of votes given at each precinct to each person; (5) The total number of votes given to each person.

SECTION 7. That the City Clerk shall immediately make and deliver to each of the persons so elected a Certificate of Election signed by the City Clerk and authenticated; that the City Clerk shall also administer to each person elected the Oath of Office prescribed in the Constitution of the State of California and shall have them subscribe to it and file it in the office of the City Clerk. Each and all of the persons so elected shall then be inducted into the respective office to which they have been elected.

SECTION 8. The City Clerk shall certify to the passage and adoption of this resolution and enter it into the book of original resolutions.

PASSED, APPROVED and ADOPTED by the Seal Beach City Council at a regular meeting held on the 12th day of December 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 7348 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 12th day of December 2022.

Gloria D. Harper, City Clerk
Exhibit “A”

Agenda Item B

AGENDA STAFF REPORT
DATE: December 12, 2022
TO: Honorable Mayor and City Council
THRU: Jill R. Ingram, City Manager
FROM: Gloria D. Harper, City Clerk
SUBJECT: Approval of the November 14, 2022 City Council Minutes ________________________________________________________________ SUMMARY OF REQUEST:

That the City Council approve the minutes of the Regular City Council meetings held on November 14, 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 Regular City Council meeting held on November 14, 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 – Regular Session, November 14, 2022
Seal Beach, California
November 14, 2022
The City Council met in regular session at 7:02 p.m. in the City Council Chamber. Council Member Massa-Lavitt led the Pledge of Allegiance.

ROLL CALL

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

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
David Spitz, Associate Engineer
Gloria D. Harper, City Clerk
Dana Engstrom, Deputy City Clerk
Michael Henderson, Police Captain
Mike Ezroj, Police Captain

APPROVAL OF AGENDA & WAIVER OF FULL READING OF RESOLUTIONS AND

ORDINANCES
City Clerk Harper announced that one (1) supplemental item was received after the posting of the agenda and was distributed to the City Council and made available to the public.

Council Member Sustarsic moved, second by Mayor Pro Tem Varipapa, to approve the agenda.

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

PRESENTATIONS / RECOGNITIONS
• Recognition of Police Chief Gonshak
• Family Court Awareness Month Proclamation
• Orange County Sustainability Decathlon Presentation

PUBLIC COMMUNICATIONS
Mayor Kalmick opened oral communications. Speakers: Kori DeLeon and Steve Miller.

Mayor Kalmick then closed oral communications.

CITY ATTORNEY REPORT
City Attorney Steele had no items to report.

CITY MANAGER REPORT
City Manager Ingram wished the City Council, staff, and the community a happy, safe, and healthy Thanksgiving holiday. She reminded Council that the November 28th City Council meeting has been cancelled and the only meeting left in the calendar year is scheduled for December 12, 2022.

City Manager Ingram announced that the Christmas Parade will be held on Friday, December 2, 2022 at 7pm and the Annual Breakfast with Santa will be hosted by the City and Lions Club on Saturday, December 10, 2022 at the Marina Community Center.

COUNCIL COMMENTS
Council Member Massa-Lavitt had no items to report.

Council Member Moore attended the Trunk-or-Treat event on Main Street noting the wonderful themes. He also attended the Leisure World Working Group meeting thanking staff for pursuing an environmental clean-up grant that will cover a large portion of the catch basins throughout Leisure World. Lastly, he wished everyone a Happy Thanksgiving.

Council Member Sustarsic reported that she attended a Regional Military Affairs Committee meeting, the Veterans Day Military Celebration and Tour at Boeing in Seal Beach, a Veterans Day Ceremony at Eisenhower Park, a Veterans Day Flag Deck Ceremony at McGaugh Elementary School, and a CPENA annual membership meeting.

Additionally, she provided information for those interested in the West Ed proposed development in Los Alamitos indicating an informational open house will be held on Wednesday, November 16, 2022 at the Ayres Hotel from 5-8pm.

Mayor Pro Tem Varipapa had no items to report.

Mayor Kalmick reported that he attended the Veterans Day Military Celebration and Tour at Boeing, a Veterans Day Flag Deck Ceremony at McGaugh Elementary School, an Orange County Fire Authority multi-company drill, and a meeting with Sergeant Garcia regarding sensory kits that assist children with autism.

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 October 24, 2022 City Council Minutes - That the City Council approve the minutes of the Closed Session and Regular City Council meetings held on October 24, 2022.

B. Demands on City Treasury (Fiscal Year 2023) November 14, 2022 - Ratification.

C. Authorizing Expenditures with Valverde Construction, Inc. for Water Meter Vault Relocation, pursuant to an On-Call Professional Services Agreement - That the City Council adopt Resolution 7345: 1. Authorizing the City Manager to approve expenditures in the not-to-exceed amount of $45,200 to Valverde Construction, Inc. for water meter vault relocation pursuant to an On-Call Professional Services Agreement dated March 8, 2021; and, 2. Authorizing the City Manager to approve additional work requests, in connection with the Project, in the not-to-exceed amount of $10,000.

D. Approving and Authorizing Amendment No. 1 to Professional Services Agreement with Anser Advisory Management, LLC for the Pier Improvement Project Management Services - That the City Council adopt Resolution 7346: 1.

Approving Amendment No. 1 to the Professional Services Agreement with Anser Advisory Management, LLC for additional pier improvement project management services for the Seal Beach Pier Concrete Abutment Restoration (“BP2201”), Pier Restroom Restoration (“BP2202”), and Pier Restaurant Feasibility Study (“BP2302”) projects, as set forth in Exhibit A1 to Amendment No. 1, and increasing compensation by $121,665 for a revised not-to-exceed amount of $160,465; and, 2. Authorizing the City Manager to execute Amendment No. 1.

E. Amendment No. 1 to the Professional Services Agreement with Sagecrest Planning + Environmental, Inc. - That the City Council adopt Resolution 7347: 1.

Approving Amendment No. 1 to the Professional Services Agreement with Sagecrest Planning + Environmental authorizing additional temporary staffing services adding an additional $35,000 to the contracted amount for the existing term, for a revised total notto-exceed contract amount of $110,000; and, 2. Approving Budget Amendment BA #23- 05-01 in the amount of $35,000; and, 3. Authorizing and directing the City Manager to execute the Amendment.

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

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

PUBLIC HEARING
F. Adoption of an Ordinance of the City of Seal Beach City Council Amending the City of Seal Beach Municipal Code by Modifying Title 9 Chapter 9.60 Building Code thereof and Adopting by Reference The 2022 California Building Code, 2022 California Residential Code, 2022 California Electrical Code, 2022 California Mechanical Code, 2022 California Plumbing Code, 2022 California Fire Code with Certain Amendments, Additions and Deletions thereto. - 1. Read by title only for the 2nd reading Ordinance 1700, amending the Seal Beach Municipal Code Chapter 9.60 by repealing Section 9.60.020 California Codes Adopted by Reference and Amended and substituting with new Section 9.60.020 California Codes adopted by reference and amend the California Code of Regulations, Title 24, Part 2 California Building Code, Part 2.5 California Residential Code, Part 3 California Electrical Code, Part 4 California Mechanical Code, Part 5 California Plumbing Code and Part 9 California Fire Code with Certain Amendments, Additions and Deletions Thereto pursuant to Local Findings; and,

2. Conduct a public hearing; and 3. Adopt Ordinance 1700.

Community Development Director requested that Item F be continued to the December 12, 2022 City Council meeting.

Council Member Moore moved, second by Council Member Massa-Lavitt to continue Item F to the December 12, 2022 City Council meeting.

City Clerk Harper took a roll call vote to continue Item F.

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
There were no new business items.

ADJOURNMENT
Mayor Kalmick adjourned the City Council meeting at 8:17 p.m., to Monday, December 12, 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 E

AGENDA STAFF REPORT
DATE: December 12, 2022
TO: Honorable Mayor and City Council
THRU: Jill R. Ingram, City Manager
FROM: Iris Lee, Acting Director of Public Works
SUBJECT: Awarding and Authorizing Execution of a Professional Services Agreement with AKM Consulting Engineers, Inc.
for the Pump Station No. 35 Improvements (CIP SS1903) – Professional Design Services
________________________________________________________________ SUMMARY OF REQUEST:

That the City Council adopt Resolution 7349:

1. Awarding a Professional Services Agreement to AKM Consulting Engineers, Inc. in a not-to-exceed amount of $98,496 to provide professional design services for the Pump Station No. 35 Improvements (CIP SS1903); 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 $15,000 in connection with the Project.

BACKGROUND AND ANALYSIS:

The City owns and maintains six (6) sewer pump stations. Pump Station No. 35 (PS#35), located at the easterly end of Electric Avenue, receives flows generated from Old Town, the Hill, Bridgeport, and Seal Beach Naval Weapons Station.

PS#35 was originally built in 1973 and essential upgrades were made in 2006. The City’s 2018 Sewer Master Plan identified additional improvements including:

1. By-Pass Connection

2. Vault and Check Valve Replacement

3. Wet Well Coating

4. Emergency Generator
In 2019, the City entered into an agreement with AKM Consulting Engineers, Inc. (AKM) to provide Phase I of the PS#35 design, which included a wastewater flow by-pass solution. This design has since been completed. In further reviewing the

phased approach, it was determined that savings could be realized if all phases are designed and constructed together, thereby eliminating the need for interim measures between phases. This would also increase overall system reliability by reducing the City’s exposure to potential sewer overflows.

Accordingly, staff solicited for a proposal from AKM to provide comprehensive PS#35 improvement design services. AKM’s proposal is in a not-to-exceed amount of $98,496. Given the Project’s complexity and importance to the City’s wastewater system, staff recommends authorizing the City Manager to approve additional work requests up to $15,000.

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 a professional services agreement with AKM Consulting Engineers, Inc. will not have a significant effect on the environment.

Environmental impacts related to the project construction will be assessed under a separate effort.

LEGAL ANALYSIS:

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

FINANCIAL IMPACT:

Cost associated with AKM’s agreement will be expensed from the Pump Station No. 35 Improvements (CIP SS1903) Project account. Sufficient funding is available. No budget amendment is being requested at this time.

CIP Project Amount
Design Services $ 98,496
Contingency 15,000
Total $ 113,496
STRATEGIC PLAN:

This item is not applicable to the Strategic Plan.

RECOMMENDATION:

That the City Council adopt Resolution 7349:

1. Awarding a Professional Services Agreement to AKM Consulting Engineers, Inc. in a not-to-exceed amount of $98,496 to provide professional design services for the Pump Station No. 35 Improvements (CIP SS1903); 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 $15,000 in connection with the Project.

SUBMITTED BY: NOTED AND APPROVED:

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

A. Resolution 7349
B. Agreement with AKM Consulting Engineers, Inc.

RESOLUTION 7349

A RESOLUTION OF THE SEAL BEACH CITY COUNCIL

AWARDING AND AUTHORIZING THE CITY MANAGER TO

EXECUTE A PROFESSIONAL SERVICES AGREEMENT
WITH AKM CONSULTING ENGINEERS, INC. TO PROVIDE

PROFESSIONAL DESIGN SERVICES FOR PUMP STATION
NO. 35 IMPROVEMENTS (CIP SS1903)
WHEREAS, Pump Station No. 35 is one of six (6) sewer pump stations in the City; and, WHEREAS, Pump Station No. 35 was originally constructed in 1973 to receive flows generated from the Old Town, the Hill, Bridgeport and Seal Beach Naval Weapons Station; and,
WHEREAS, the Sewer Master Plan recommends certain Pump Station No. 35 improvements; and,
WHEREAS, the City desires to retain a consultant to provide design services for the Project; and,
WHEREAS, the AKM Consulting Engineers, Inc. (AKM) submitted a proposal to provide professional design services for the Project; and,
WHEREAS, AKM is a qualified firm.

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

Section 1. The City Council hereby awards a Professional Services Agreement (“Agreement”) to AKM Consulting Engineers, Inc. in a not-to-exceed amount of $98,496 to provide professional design services for the Pump Station No.35 Improvements.

Section 2. The City Council hereby authorizes the City Manager to approve additional work payment requests in connection with the Project in the cumulative not-to-exceed amount of $15,000.

Section 3. The City Council hereby authorizes and directs the City Manager to execute the Agreement on behalf of the City, pursuant to the AKM Consulting Engineers, Inc. proposal dated November 15, 2022.

PASSED, APPROVED and ADOPTED by the Seal Beach City Council at a regular meeting held on the 12th day of December, 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 7349 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 12th day of December, 2022.

Gloria D. Harper, City Clerk

PROFESSIONAL SERVICES AGREEMENT
for
Pump Station No. 35 Improvements
Professional Design Services
between
City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
&
AKM Consulting Engineers, Inc.
553 Wald
Irvine, CA 92618
(949) 753-7333
This Professional Service Agreement (“the Agreement”) is made as of December 12, 2022 (the “Effective Date”), by and between AKM Consulting Engineers, Inc. (“Consultant”), a California corporation, and the City of Seal Beach (“City”), a California charter city, (collectively, “the Parties”).
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RECITALS
A. City desires certain design professional services.

B. 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 Pump Station No. 35 Improvements Professional Design Services.

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

D. 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 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.

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 3 of 19
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

2.1. The term of this Agreement shall commence on December 12, 2022, and shall remain in full force and effect until June 30, 2025, unless sooner terminated as provided in Section 5.0 of this Agreement.

3.0 Consultant’s Compensation

3.1. City will pay Consultant in accordance with the hourly rates shown on the fee schedule set forth in Exhibit A for the Services but in no event will the City pay more than the total not-to-exceed amount of $98,496.00 (Ninety-Eight Thousand Four Hundred Ninety-Six dollars and 00/100) for the Term.

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 three (3) years following the termination of this Agreement.
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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. John Loague is the Consultant's primary representative for purposes of this Agreement. John Loague 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: AKM Consulting Engineers, Inc.
553 Wald
Irvine, CA 92618
Attn: John Loague

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

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 5 of 19
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 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 6 of 19
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 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, 7 of 19
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 & 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 8 of 19
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 managers, 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 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, with 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.

17.3. 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.
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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 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 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 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. 12 of 19

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 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. 13 of 19

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. Indemnity 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, 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, 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. Other Indemnities.

18.2.1. Other than in the performance of design professional services and to the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, defend, hold harmless and indemnify the Indemnitees 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 “Liabilities”), 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, 14 of 19
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, 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.

18.2.3. Consultant shall indemnify and hold harmless City in accordance with Sections 9.0 and 10.0.

18.3. 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 or Liabilities 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 or 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.

18.4. 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.

18.5. 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 15 of 19
determined to be applicable to the Claims or Liabilities asserted against City or any of the other Indemnitees.

18.6. Survival of Terms. Consultant’s indemnifications and obligations under this Section 18.0 shall 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
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
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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
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. Any dispute that arises under or relates to this Agreement (whether contract, tort or both) shall be resolved in a superior 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.

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 17 of 19
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 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
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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 losing party all of its attorneys’ fees and other costs incurred in connection therewith.

34.0 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.

35.0 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.

EXHIBIT A
Consultant’s Scope of Services
Water Resources
Infrastructure
Construction Management
AKM Consulting Engineers
553 Wald
Irvine, CA 92618
Telephone: 949.753.7333 Facsimile: 949.753.7320
www.akmce.com
AKM Prop. 22-1110 Cover Letter 1
November 15, 2022
City of Seal Beach
211 Eighth Street
Seal Beach, California 90740
Attention: Ms. Iris Lee, P.E., Deputy Public Works Director / City Engineer Subject: Proposal for Engineer Services – Pump Station No. 35 Improvements Dear Ms. Lee:

In accordance with direction from Mr. Mark Lewis, P.E., field meeting and discussions with City Staff, AKM has prepared this proposal to provide engineering services for the design of improvements at the City’s Pump Station No. 35 facility. This revised scope of work will supersede previous design work currently in progress by AKM.

The work will include the preparation of plans, specifications, estimates, and construction support services for the following improvements:

1. By-Pass Connection – A new above grade temporary by-pass pump connection located in the grass lawn in front of the pump station or adjacent to the building in the north-west corner.

The existing by-pass connection located in a small vault would be backfilled, cover removed, and abandoned in place. Included would be repair or asphalt driveway where the work is occurring.

2. Vault and Check Valve Replacement – Removal and replacement of two leaking check valves along with their corresponding isolation valves on the discharge of the pumps.

It is understood that, the City will confirm the status of an isolation valve located downstream of the pump stations flow meter. If it is determined that this valve requires replacement, it will be included in the design. Replacement of this valve will require a line stop be installed in the forcemain.

3. Wet Well Coating – The condition of the coating system in the wet well is unknown. Our scope includes recoating of the wet well with a spray-on type liner. This work will be included in the construction documents as a deleteable bid item. An inspection of the wet well would be conducted, while the pump station is being by-passed for the generator installation work, if the lining is determined to be in good condition, the wet well lining would be deleted from the construction contract by change order.

4. Emergency Generator Installation – The existing pump station utilizes natural gas engines on two of the pumps to operate the station in the event of a commercial power outage. The engines are obsolete, parts are no longer available, and they are difficult to maintain. It is proposed that the engines be removed, and a generator be installed to provide power to the station during an outage. The generator would be located in the yard behind the station and would operate on natural gas. Because the existing engines use natural gas as a fuel it is City of Seal Beach
Pump Station No. 35 Improvements
AKM Prop. 22-1110 Cover Letter 2
anticipated that the existing gas service will be adequate for the new installation. A new transfer switch would also be provided to switch to the emergency source automatically.

Connection of the new transfer switch may require some modification to the existing switchboard. Status signals from the generator to the existing SCADA system would be included to monitor generator operation. By-passing of the pump station would be needed to install the emergency power system.

Scope of Work
Our scope of work for the project is as follows:

1. Meetings – AKM will conduct meetings with City Staff to discuss project status, review plan submittals and address comments, and to engage in general interaction related to the project.

A total of three (3) meetings have been budgeted in our proposal.

2. Field Visits – AKM will perform field visits to verify as-built conditions, dimensions, and equipment. A total of two (2) field visits have been budgeted.

3. Plans, Specifications, and Estimates – AKM will submit plans, specifications, and estimates at the 90%, 100%, and final design stages for review and comment by City Staff. Final plans and specifications will be signed and sealed by a Registered Professional Engineer in the State of California. Plans will be provided to the City in PDF and AutoCad formats. Final specifications will be submitted in PDF and Microsoft Word formats.

It is anticipated that the following plan sheets will be generated:

1. Title Sheet

2. General Notes, Symbols, and Abbreviations

3. Engine Equipment Removal Plan

4. Site Plan

5. Emergency By-Pass Connection and Generator Base Details

6. Electrical Site / Conduit Plan

7. Electrical Details
Specifications will include City Standard Front End Documents, Bid Sheet, and Technical Specifications for project materials and equipment.

Cost estimates will be formatted to match the bid sheet and will be based on vendor quotes, recent bid results, and AKM’s experience with previous projects.

4. Bid Support – AKM will be available to attend the pre-bid meeting, respond to Contractor questions, and prepare addenda as needed.

5. Construction Support Services – AKM will provide the following engineering support services during construction:

A. Responses to Contractors request for information (RFI’s) - Five (5) RFI responses have been budgeted.

B. Shop Drawing Reviews – Ten (10) shop drawing reviews have been budgeted.

C. Field Reviews – Two (2) field visits have been budgeted.

D. Attendance at the Pre-Construction Meeting.

City of Seal Beach
Pump Station No. 35 Improvements
AKM Prop. 22-1110 Cover Letter 3

6. As-Builts – AKM will prepare as-built drawings based upon mark-ups provided by the Contractor. Deliverables will include mylar hard copies, and electronic files in PDF and AutoCad formats.

Fee
To complete the above described scope of services, we estimate a budget of $98,496 will be required.

The work will be completed on a time and material, not to exceed basis, in accordance with AKM’s established rates, which are attached to the back of this proposal. We will not exceed the authorized budget without prior written authorization by the City. Our workhour and fee estimate is presented in the table on the following page.

Schedule
We propose to submit the 90% plans and specifications within 8 weeks of receiving the notice to proceed. Subsequent submittals will be completed within 2 weeks of receiving comments from the City.

Closing
We appreciate the opportunity to be of continued service to the City of Seal Beach. Please feel free to contact me should you have any questions or comments regarding our proposal.

Very truly yours,
AKM Consulting Engineers
John Loague, P.E.

Principal
Water Resources
Infrastructure
Construction Management
AKM Consulting Engineers
553 Wald
Irvine, CA 92618
Telephone: 949.753.7333 Facsimile: 949.753.7320
www.akmce.com
AKM Prop. 22-1110 Cover Letter 1
P ro ject
Engineer
A sso ciate
Engineer QA / QC CADD Office Suppo rt
Electrical
Subco nsultant Expenses T o tal C o st($ )
1 Meetings 8 8 $3,032
2 Field Visits 8 8 $3,500 $150 $6,682
3 Plans, Specifications, and Estimates 40 120 8 120 24 $27,500 $500 $72,648 4 Bid Support 4 2 4 2 $1,798
5 Construction Support Services 16 24 8 $3,500 $250 $11,958 6 As-Builts 2 2 12 $300 $2,378
78 164 8 144 26
$221 $158 $219 $110 $79
$17,238 $25,912 $1,752 $15,840 $2,054 $34,500 $1,200 $98,496

FEE ESTIMATE
City of Seal Beach
Pump Station No. 35 Improvements
November 15, 2022
Task A No./Description
Total Hours
Rate/Hr
Total Cost

EXHIBIT B

TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS

1. This Agreement calls for services that, in whole or in part, constitute “public works” as defined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code (“Chapter 1”). Further, Consultant acknowledges that this Agreement is subject to (a) Chapter 1 and (b) the rules and regulations established by the Department of Industrial Relations (“DIR”) implementing such statutes. Therefore, as to those Services that are “public works”, Consultant shall comply with and be bound by all the terms, rules and regulations described in 1(a) and 1(b) as though set forth in full herein.

2. California law requires the inclusion of specific Labor Code provisions in certain contracts. The inclusion of such specific provisions below, whether or not required by California law, does not alter the meaning or scope of Section 1 above.

3. Consultant shall be registered with the Department of Industrial Relations in accordance with California Labor Code Section 1725.5, and has provided proof of registration to City prior to the Effective Date of this Agreement. Consultant shall not perform work with any subcontractor that is not registered with DIR pursuant to Section 1725.5. Consultant and subcontractors shall maintain their registration with the DIR in effect throughout the duration of this Agreement. If Consultant or any subcontractor ceases to be registered with DIR at any time during the duration of the project, Consultant shall immediately notify City.

4. Pursuant to Labor Code Section 1771.4, Consultant’s Services are subject to compliance monitoring and enforcement by DIR. Consultant shall post job site notices, as prescribed by DIR regulations.

5. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request.

Consultant acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Consultant shall post such rates at each job site covered by this Agreement.

6. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. Consultant shall, as a penalty to City, forfeit $200.00 for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor.

7. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform City of the location of the records.

8. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Code of Regulations, Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding work pursuant to this Agreement, Consultant and each of its subcontractors shall submit to City a verified statement of the journeyman and apprentice hours performed under this Agreement.

9. Consultant shall not perform work with any Subcontractor that has been debarred or suspended pursuant to California Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. Consultant and subcontractors shall not be debarred or suspended throughout the duration of this Contract pursuant to Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. If Consultant or any subcontractor becomes debarred or suspended during the duration of the project, Consultant shall immediately notify City.

10. Consultant acknowledges that eight hours labor constitutes a legal day’s work.

Consultant shall comply with and be bound by Labor Code Section 1810. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. Consultant shall, as a penalty to City, forfeit $25.00 for each worker employed in the performance of this Agreement by Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code Section 1815, work performed by employees of Consultant in excess of eight hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of eight hours per day at not less than one and one-half times the basic rate of pay.

11. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Consultant hereby certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.”

12. For every subcontractor who will perform work on the project, Consultant shall be responsible for such subcontractor’s compliance with Chapter 1 and Labor Code Sections 1860 and 3700, and Consultant shall include in the written contract between it and each subcontractor a copy of those statutory provisions and a requirement that each subcontractor shall comply with those statutory provisions. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor’s compliance, including without limitation, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages.

Consultant shall diligently take corrective action to halt or rectify any failure.

13. To the maximum extent permitted by law, Consultant shall indemnify, hold harmless and defend (at Consultant’s expense with counsel reasonably acceptable to City) City, its officials, officers, employees, agents and independent contractors serving in the role of City officials, and volunteers from and against any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including Consultant, its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all consequential damages, attorneys’ fees, and other related costs and expenses. All duties of Consultant under this Section shall survive the termination of the Agreement.

Agenda Item F

AGENDA STAFF REPORT
DATE: December 12, 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 Amendment No. 1 to
Professional Maintenance Agreement with Southern
California Precision Concrete, Inc. dba Precision Concrete Cutting for Sidewalk Assessment and Trip Hazard Removal Services
________________________________________________________________ SUMMARY OF REQUEST:

That the City Council adopt Resolution 7350:

1. Approving Amendment No. 1 to the Professional Maintenance Agreement with Southern California Precision Concrete, Inc. dba Precision Concrete Cutting for additional Sidewalk Assessment and Trip Hazard Removal Services set forth in Exhibit B-1 to Amendment No. 1, incorporated herein by this reference (“Additional Services”); and,

2. Increasing compensation by $32,424 for said additional services (Exhibit B1) and a revised not-to-exceed amount of $67,424 for all Services (Exhibit A and Exhibit B) and Additional Services (Exhibit A and Exhibit B-1) under the Agreement and Amendment No. 1; and,

3. Authorizing the City Manager to execute Amendment No. 1; and,

4. Authorizing the City Manager to approve additional work requests up to $64,576 and inspection services up to $3,000, in the cumulative not-toexceed amount of $67,576, in connection with the Additional Services under Amendment No. 1; and,

5. Approving Budget Amendment BA #23-06-01 in the amount of $65,000.

BACKGROUND AND ANALYSIS:

Sidewalks develop unevenness over time due to pavement expansion and contraction, underlying soil conditions, trees, landscaping, and other deterioration

reasons. The City routinely conducts inspection and maintenance of these public sidewalks, note deficiencies, and systematically make repairs.

On January 1, 2019, The California Joint Powers Insurance Authority (“CJPIA”) entered into a master services agreement to provide CJPIA members access to professional sidewalk inspection and maintenance services. This agreement has an established set of services and related costs to ultimately facilitate trip hazard removals. The City is a CJPIA member.

City of Seal Beach Municipal Code Section 3.20.025(D) provides an exemption from the City’s competitive bidding requirements for purchases made in cooperation with state, county, or another government entity for the purpose of obtaining a lower price upon the same terms, conditions and specifications. On August 15, 2022, staff entered into a professional maintenance agreement with Southern California Precision Concrete, Inc. dba Precision Concrete Cutting (“Precision”) leveraging CJPIA’s master service agreement to pilot a sidewalk assessment and trip hazard removal program. The Agreement was in the amount of $35,000. This pilot program has demonstrated to be successful where a detailed inspection database of the area surveyed was generated. Furthermore, it has been established that Precision’s concrete cutting process provides quicker and cleaner results compared to conventional concrete grinding techniques.

Precision provided a cost proposal in the amount $32,424 to conduct sidewalk inspection services for the remainder of the public sidewalk network. Based on those findings, Precision would build a sidewalk repair cost proposal. As such, staff recommends approving Amendment No. 1 for the additional services revising the total Agreement amount to $67,424, and establishing a contingency of $64,576 in anticipation of subsequent repair work. It should be noted that this contingency amount would not address all deficiencies, but it would allow the City to address certain immediate needs. Further repairs would be systematically programmed in future budget cycles.

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 a professional maintenance agreement amendment with Southern California Precision Concrete, Inc. dba Precision Concrete Cutting will not have a significant effect on the environment.

Sidewalk repair complies with all requirements of the California Environmental Quality Act (CEQA) and is categorically exempt under Section 15301 Class 1 Subsection (c) as the work involves maintenance and repair of existing facilities with negligible or no expansion of use.

LEGAL ANALYSIS:

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

FINANCIAL IMPACT:

Budget Amendment BA #23-06-01 will allocate $65,000 from the Gas Tax Fund to the CIP O-ST-4 account.

Costs associated with Amendment No. 1 will be expensed as follow:

CIP Project Amount
Original PSA $ 35,000
Amendment #1 32,424
Contingency 64,576
Inspection 3,000
Total $ 135,000
STRATEGIC PLAN:

This item is not applicable to the Strategic Plan.

RECOMMENDATION:

That the City Council adopt Resolution 7350:

1. Approving Amendment No. 1 to the Professional Maintenance Agreement with Southern California Precision Concrete, Inc. dba Precision Concrete Cutting for additional Sidewalk Assessment and Trip Hazard Removal Services set forth in Exhibit B-1 to Amendment No. 1, incorporated herein by this reference (“Additional Services”); and,

2. Increasing compensation by $32,424 for said additional services (Exhibit B1) and a revised not-to-exceed amount of $67,424 for all Services (Exhibit A and Exhibit B) and Additional Services (Exhibit A and Exhibit B-1) under the Agreement and Amendment No. 1; and,

3. Authorizing the City Manager to execute Amendment No. 1; and, Description Account Revised/
Adopted Budget
Proposed
Budget
Budget
Amendment
CIP O-ST-4 210-500-0090-55000 $70,000 $135,000 $65,000

4. Authorizing the City Manager to approve additional work requests up to $64,576 and inspection services up to $3,000, in the cumulative not-toexceed amount of $67,576, in connection with the Additional Services under Amendment No. 1; and,

5. Approving Budget Amendment BA #23-06-01 in the amount of $65,000.

SUBMITTED BY: NOTED AND APPROVED:

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

A. Resolution 7350
B. Agreement with Southern California Precision Concrete, Inc.

C. Amendment No. 1 with Southern California Precision Concrete, Inc.

RESOLUTION 7350

A RESOLUTION OF THE SEAL BEACH CITY COUNCIL

APPROVING AND AUTHORIZING THE CITY MANAGER TO
EXECUTE AMENDMENT NO. 1 TO THE PROFESSIONAL

MAINTENANCE AGREEMENT WITH SOUTHERN
CALIFORNIA PRECISION CONCRETE, INC. DBA

PRECISION CONCRETE CUTTING FOR SIDEWALK

ASSESSMENT AND TRIP HAZARD REMOVAL SERVICES
WHEREAS, the City invests in maintaining the public sidewalks; and, WHEREAS, on January 1, 2019, the California Joint Powers Insurance Authority (“CJPIA”) entered into a Master Services Agreement with Precision Concrete Cutting to establish services and costs for CJPIA members to provide sidewalk assessment and trip hazard removal services (“Services”); and,
WHEREAS, the City is a CJPIA member; and,
WHEREAS, on August 15, 2022, the City entered into a Professional Maintenance Agreement (“Agreement”) with Southern California Precision Concrete, Inc. dba Precision Concrete Cutting (“Precision”) pursuant to the CJPIA Master Services Agreement to provide Services in the amount of $35,000; and, WHEREAS, the City desires to engage Precision to provide additional sidewalk assessment and trip hazard removal services (“Additional Services”); and, WHEREAS, Precision provided a cost proposal to provide these Additional Services in a not-to-exceed amount of $32,424.

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

Section 1. The City Council hereby approves Amendment No. 1 to the Professional Maintenance Agreement dated August 15, 2022, between the City of Seal Beach and Southern California Precision Concrete, Inc. dba Precision Concrete Cutting, as follows:

A. Authorizing additional Sidewalk Assessment and Trip Hazard Removal Services (“Additional Services”), as set forth in Exhibit B-1 to Amendment No. 1, incorporated herein by this reference; and B. Increasing Precision’s compensation by $32,424 for the Additional Services (Exhibit B-1)and a revised not-to-exceed total of $67,424, for all of the Services (Exhibit A and Exhibit B) and Additional Services (Exhibit A and Exhibit B-1)under the Agreement and Amendment No. 1.

Section 2. The City Council hereby authorizes and directs the City Manager to execute Amendment No. 1.

Section 3. The City Council herby authorizes the City Manager to approve additional work payments up to $64,576 and inspection services up to $3,000, in the cumulative not-to-exceed amount to $67,576, in connection with Amendment No. 1.

Section 4. The City Council herby approves Budget Amendment BA #23-06-01 in the amount of $65,000, allocating to CIP O-ST-4 (211-500-0090-55000), as follows:

PASSED, APPROVED and ADOPTED by the Seal Beach City Council at a regular meeting held on the 12th day of December, 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
Description Account Revised/
Adopted Budget
Proposed
Budget
Budget
Amendment
CIP O-ST-4 210-500-0090-55000 $70,000 $135,000 $65,000
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 7350 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 12th day of December, 2022.

Gloria D. Harper, City Clerk

PROFESSIONAL MAINTENANCE SERVICES

AGREEMENT
for
Sidewalk Assessment and Trip Hazard Removal Services
between
City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
N
Southern California Precision Concrete, Inc.
dba Precision Concrete Cutting
13089 Peyton Drive, # C235
Chino Hills, CA 91709
909) 539- 7740
This Professional Maintenance Services Agreement (" the Agreement') is made as of August 15, 2022 ( the " Effective Date"), by and between Southern California Precision Concrete, Inc. dba Precision Concrete Cutting (" Contractor"), a California corporation, and the City of Seal Beach (" City"), a California charter city, ( collectively, " the Parties").

RECITALS
A. City desires to retain a contractor to perform certain sidewalk maintenance services including sidewalk assessment and trip hazard removal.

B. Pursuant to the authority provided by its City Charter and Seal Beach Municipal Code § 3. 20. 025( D), City solicited proposals for such services through The California Joint Powers Insurance Authority (" CJPIA') Master Services Agreement, dated January 1, 2019, attached here to as Exhibit A.

C. Pursuant to CJPIA Master Services Agreement, dated January 1, 2019, Contractor submitted a proposal to the City for sidewalk assessment and trip hazard removal services in the amount of $ 35, 000 (" Accepted Proposal"), attached hereto as Exhibit B and incorporated herein by reference. The Accepted Proposal contains, among other things, provisions defining the scope of services.

D. City desires to engage Contractor as an independent contractor to provide sidewalk assessment and trip hazard removal services in the manner set forth herein and more fully described in Section 1. 0.

E. Contractor represents that the principal members of its firm are qualified.

California licensed contractors ( Contractor License # 925449, DIR 1000003322) and are fully qualified to perform the services contemplated by this Agreement by virtue of its experience, and the training, education and expertise of its principals and employees.

F. Contractor desires to perform such services in a good and professional manner; as provided herein.

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. Strictly on a preventative and extraordinary maintenance and repair services basis, Contractor shall provide those sidewalk assessment and trip hazard removal services ( collectively " Services") set forth in the CJPIA Master Services Agreement ( Exhibit A), Contractor' s Proposal (" Accepted Proposal", Exhibit B), and Labor Code requirements ( Exhibit C), attached and incorporated herein by this reference. To the extent that there is any conflict between Exhibit A, Exhibit B, Exhibit C, and this Agreement, this Agreement shall control. 2of21

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

1. 5. Contractor 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 payment for such additional work to fund unforeseen conditions up to the amount approved at the time of award by the City Council as specified in. Subsection 3. 2. Payment for additional work in excess of this amount requires prior City Council authorization.

2. 0 Term
The term of this Agreement shall commence
continue for a term of one ( 1) year (" Term"
August 15, 2023, unless sooner terminated
Agreement.

3. 0 Contractor' s Compensation
as of the Effective Date and shall
and shall expire at midnight on
or extended as provided by this

3. 1. In consideration of Contractor' s performance of the Services set forth in Exhibits A and B, City will pay Contractor in accordance with the rates shown on the Master Services Agreement set forth in Exhibit A for the Services assigned by City but in no event will the City pay more than the total not -to - exceed amount of $ 35, 000 ( Thirty -Five Thousand dollars and 00/ 100) for the Term.

3. 2. Payment for any additional work authorized by the City pursuant to Subsection 1. 5 will be compensated in accordance with the CJIPA Master Services Agreement set forth in Exhibit A and shall not exceed the cumulative 3of21
amount of $ 35,000 ( Thirty -Five Thousand dollars and 00/ 100) established at the time of award for the Term.

4.0 Method of Payment

4.1. Contractor 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 Contractor within 30 days of receiving Contractor' s invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Contractor.

4. 2. Upon 24- hour notice from City, Contractor shall allow City or City' s agents or representatives to inspect at Contractor' s offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Contractor in connection with this Agreement. City' s rights under this Subsection 4.2 shall survive for three ( 3) years following the expiration or termination of this Agreement.

5. 0 Termination

5. 1. This Agreement may be terminated by City, without cause, or by Contractor 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 Contractor if Contractor 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. Ron Durna is the Contractor' s primary representative for purposes of this Agreement. Ron Durna shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services hereunder. Contractor may not change its representative without the prior written approval of City, which approval shall not be unreasonably withheld.
4of21

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 Contractor: Southern California Precision Concrete
Inc. dba Precision Concrete Cutting
13089 Peyton Drive, # C235
Chino Hills, CA 91709
Attn: Ron Durna

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

8. 0 Permits and Licenses
Contractor and all of Contractor' 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.

A'

9. 0 Independent Contractor

9. 1. Contractor 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 Contractor or by Contractor' s employees or other personnel under Contractor' s supervision. Contractor will determine the means, methods, and details by which Contractor' s personnel will perform the Services. Contractor 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 Contractor' s employees and other personnel performing any of the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor' s exclusive direction and control. Contractor and Contractor' s personnel shall not supervise any of City' s employees; and City' s employees shall not supervise Contractor' s personnel. Contractor' s personnel shall not wear or display any City uniform, badge, identification number, or other information identifying such individual as 5of21
an employee of City; and Contractor'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. Contractor shall acquire and maintain at its sole cost and expense such vehicles, equipment and supplies as Contractor' s personnel require to perform any of the Services required by this Agreement. Contractor shall perform all Services off of City premises at locations of Contractor' s choice, except ( 1) as otherwise required for the performance of Services on City real property, facilities, vehicles, or equipment, ( 2) as otherwise may from time to time be necessary in order for Contractor' s personnel to receive projects from City, review plans on file at City, pick up or deliver any work product related to Contractor' 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 Contractor from time to time for Contractor' s personnel to obtain information about or to check on the status of projects pertaining to the Services under this Agreement.

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

Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, other 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, Contractor 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. In addition to all other provisions of this Agreement, Contractor 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 Contractor' 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 Contractor under this Agreement any amount due to City from Contractor as a result of Contractor' s failure to promptly pay to City any reimbursement or indemnification arising under this Section. This duty of indemnification is in addition to Contractor' s duty to defend, indemnify and hold harmless as set forth in any other provision of this 6of21
Agreement. This duty 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. Contractor agrees that, in providing its employees and any other personnel to City to perform any work or other Services under this Agreement, Contractor shall assure compliance with the Public Employees' Retirement Law (" PERE"), commencing at Government Code § 20000, the regulations of PERS, and the Public Employees' Pension Reform Act of 2013, as amended (" PEPRA" ). Without limitation to the foregoing, Contractor 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. In addition to all other provisions of this Agreement, Contractor shall defend ( with legal counsel approved by City, whose approval shall not be unreasonably withheld), indemnify and hold harmless City, and its 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 Contractor' s violation of any provisions of this Section 10. 0. This duty of indemnification is in addition to Contractor' s duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. This duty shall survive the expiration or termination of this Agreement.

11. 0 Confidentiality

11. 1. Contractor covenants that all data, reports, notes, surveys, studies, drawings, plans, maps, models, photographs, images, video files, media, computer files, electronic files, discussion, information, materials or other documents and records of any kind ( collectively " Data & Documents") developed or prepared by Contractor or provided to Contractor for performance of this Agreement are deemed confidential and shall not be disclosed by Contractor without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. Contractor, its officers, directors, employees, agents, and/ 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. 7 of 21
Response to a subpoena or court order shall not be considered " voluntary," provided Contractor gives City notice of such court order or subpoena.

11. 2. Contractor shall promptly notify City should Contractor, its directors, 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 Services performed thereunder or with respect to any project or property located within City. City may, but has no obligation to, represent Contractor or be present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. 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. Contractor' s covenants under this Section shall survive the expiration or termination 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 & 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. Contractor shall not obtain or attempt to obtain copyright protection as to any Data & Documents.

12. 2. Contractor 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. Contractor 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. Contractor 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 8 of 21
of protecting intellectual property rights and/ or interests in products or inventions.

Contractor 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, Contractor, 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, Contractor 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 Contractor prepares a document on a computer, Contractor 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. Contractor is fully responsible to City for the performance of any and all subcontractors.

14. 0 Prohibition Against Assignment or Delegation
Contractor shall not assign any of its rights or interests, or delegate any duties, in this Agreement, either in whole or in part, without the prior written consent of City. Any purported assignment or delegation without City's consent shall be void and without effect. 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
Contractor 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, payroll, invoices, time cards, cost control sheets, costs, expenses, receipts, data, reports, notes, surveys, studies, drawings, plans, maps, models, photographs, images, video files, media files, computer files, electronic files and other records with respect to this Agreement. Contractor shall maintain adequate records on the 9 of 21
Services provided in sufficient detail to permit an evaluation of all Services in connection therewith. All such records shall be maintained in accordance with applicable law ( including but expressly not limited to, the Labor Code with respect to prevailing wages) and generally accepted accounting principles and shall be clearly identified and readily accessible. Upon 24- hour notice from City, Contractor shall allow City or City' s agents or representatives to inspect at Contractor' s offices during regular business hours, all such records, and to examine and audit the same and to make copies and transcripts as City deems necessary, and to inspect and audit all work, proceedings, activities and all other matters related to this Agreement. Contractor shall retain all such records, with supporting documents for at least three ( 3) years after expiration of this Agreement, termination of this Agreement, or final payment under this Agreement, whichever occurs later. City' s rights under this Section 14.0 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 Contractor when unsafe or harmful acts are observed or reported relative to the performance of the Services.

Contractor shall maintain the work sites free of hazards to persons and property resulting from its operations. Contractor shall immediately report to the City any hazardous condition noted by Contractor.

17. 0 Familiarity with Work
By executing this Agreement, Contractor represents that it has: ( a) thoroughly investigated and considered the scope of services to be performed; ( b) carefully considered how the Services should be performed; and ( c) understands the facilities, difficulties, and restrictions attending performance of the Services under this Agreement.

18. 0 Insurance

18. 1. General Requirements. Contractor shall not commence Services under this Agreement until it has provided evidence satisfactory to the City that Contractor has secured all insurance required under this Section.

18. 2. Minimum Scope of Insurance Coverage. Contractor shall, at its expense, procure, maintain and keep in full force and effect for the term 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 by Contractor, and its directors, officers, agents, representatives, 10 of 21
employees, and subcontractors. Coverage shall be at least as broad as the latest version of the following:

18. 2. 1. Commercial General Liability Insurance:

Contractor shall maintain commercial general liability insurance with 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 Contractor is a limited liability company, the commercial general liability coverage shall be amended so that Contractor and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds.

18. 2. 2. Automobile Liability Insurance. Contractor shall maintain limits no less than $ 2,000, 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).

18. 2. 3. Workers' Compensation and Employer' s Liability coverages. Contractor shall maintain Workers' Compensation in the amount required by law, and Employer' s Liability: $ 1, 000, 000 per accident and in the aggregate for bodily injury or disease.

18. 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.

18. 4. Additional Insured.

18. 4. 1. For general liability insurance, City, its elected and appointed officials, officers, employees, agents, 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 services or operations performed by or on behalf of Contractor, including materials, parts or equipment furnished in connection with such work.

18. 4.2. For automobile liability, that City, its elected and appointed officials, officers, employees, agents, 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 Contractor or for which Contractor is responsible.
11 of 21

18. 5. Cancellation or Modification to Coverages. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms supplied or approved by the City to contain the following provisions:

18. 5. 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 City;

18. 5. 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 elected and appointed officials, officers, employees, agents, volunteers, and those City agents serving as independent contractors in the role of City officials,-

18. 6.
fficials;

18. 6. Primary and Non -Contributing. Coverage shall be primary insurance 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 if excess, shall stand in an unbroken chain of coverage excess of Contractor' s scheduled underlying coverage and that any insurance or self-insurance maintained by 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 excess of the Contractor' s insurance and shall not be called upon to contribute with it.

18. 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.

A severability of interests provision must apply for all additional insureds ensuring that Contractor' s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer' s limits of liability.

The policy( ies) shall not contain any cross -liability exclusions.

18. 8. Deductibles and Self-insured Retentions. Any deductibles or selfinsured retentions shall be declared to and approved by City. Contractor 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) Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses.

18. 9. Waiver of Subrogation. Each insurance policy maintained or procured pursuant to this Agreement shall be expressly waive the insurer's right of subrogation against City and its officials, officers, employees, agents, 12 of 21
volunteers and those City agents serving as independent contractors in the role of City officials. Contractor hereby waives its own right of recovery and all rights of subrogation against City.

18. 10. City Remedy for Noncompliance. If Contractor 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 Contractor'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 Contractor' s expense, the premium thereon. Contractor shall promptly reimburse City for any premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Contractor.

18. 11. Verification of Coverage. Prior to the performance of any Services under this Agreement, Contractor shall furnish City with original certificates of insurance and endorsements evidencing and effecting the coverages required by this Agreement on forms satisfactory to 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. All certificates and endorsements shall be received and approved by City before work commences. City also reserves the right to require complete, certified copies of all required insurance policies, at any time. Contractor 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.

Contractor shall furnish such proof at least two weeks prior to the expiration of the coverages.

18. 12. Enforcement of Contract Provisions ( Non -Estoppel). Contractor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Contractor of noncompliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder.

18. 13. Indemnity Requirements Not Limiting. Procurement of insurance by Contractor shall not be construed as a limitation on Contractor' s liability or full performance of Contractor' s duty .to indemnify City under any provision of this Agreement.

18. 14. Additional Insurance/ Broader Coverage/ Higher Limits. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Services. If Contractor 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 Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. 13 of 21

18. 15. Subcontractors. Contractor 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.

19. 0
Indemnification, Hold Harmless, and Duty to Defend

19. 1. Contractor' s Duty.

19. 1. 1 General Indemnity. To the fullest extent permitted by law, Contractor shall, at its sole cost and expense, protect, defend, hold harmless and indemnify City, 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 Agreement) from and against any` and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, suits, judgments, penalties, bid protests, stop notices, liens, losses and injury of any nature whatsoever, in law or equity, to persons or property, including bodily injury, death, personal injury, and property damage, 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 Liabilities"), whether actual, alleged or threatened, in any manner which arise out of, are claimed to arise out of, pertain to, or relate to any breach of this Agreement and/ or the acts or omissions of Contractor, its owners, directors, officers, agents, servants, employees, subcontractors, materialmen, suppliers, consultants, contractors, or subcontractors, or their owners, directors, officers, agents, servants or employees ( or any entity or individual that Contractor shall bear the legal liability thereof) in the performance 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. Contractor 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. Contractor shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith.

19. 1. 2. Contractor shall defend, indemnify and hold harmless City in accordance with Sections 9. 0 and 10. 0.

19. 2. Subcontractor indemnification. Contractor shall obtain executed indemnity agreements with provisions identical to those in this Section 19.0 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Contractor in the performance of this Agreement. Contractor shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Liabilities, whether actual, alleged or threatened, 14 of 21
which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Contractor' s subcontractors, their officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees ( or any entity or individual that Contractor' s subcontractors shall bear the legal liability thereof) in the performance 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.

19. 3. Workers' Compensation Acts Not Limiting. Contractor' 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. Contractor expressly waives any statutory immunity under such statutes or laws as to City and all other Indemnitees.

19.4. Insurance Requirements Not Limiting. City does not, and shall not, waive any rights that it may possess against Contractor because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. Contractor' s indemnification obligations set forth in this Section 19. 0 shall not be limited by the limits of any policies of insurance required or provided by Contractor pursuant to this Agreement, or by any insurance proceeds, if any, received by Contractor or Indemnitees, and this Section 19. 0 shall apply to all Liabilities asserted against City or other Indemnitees regardless of whether any insurance policies are applicable.

19. 5. Survival of Terms. Contractor's indemnifications and obligations under this Section 19. 0 shall survive the expiration or termination of this Agreement.

20. 0 Equal Opportunity and Nondiscrimination

20. 1. Contractor affirmatively represents that it is an equal opportunity employer. In the performance of this Agreement, Contractor shall not discriminate, harass or retaliate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, physical disability, mental disability, medical condition, genetic information, ancestry, sex, gender, sexual orientation, gender identity, gender expression, marital status, age, military or veteran status, or any other basis protected by federal, state or local laws, including but is not limited to, in all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination.

20. 2. Contractor warrants that in providing the Services, Contractor shall not discriminate, harass or retaliate against any customer, patron, client, or other member of the public because of race, religion, color, national origin, handicap, 15 of 21
physical disability, mental disability, medical condition, genetic information, ancestry, sex, gender, sexual orientation, gender identity, gender expression, marital status, age, military or veteran status, or any or other basis protected by federal, state or local laws.

21. 0 Workers' Compensation Certification
Labor code Sections 1860 and 3700 provide that every employer is required to be insured against liability for Workers' Compensation or to undertake selfinsurance in accordance with the provisions of that Code. In accordance with those statutes, by signing this Agreement, Contractor certifies as follows:

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

22. 0 Prevailing Wage and Payroll Records
This Agreement calls for services that, in whole or in part, constitute " public works" as defined in the California Labor Code, and Contractor shall comply in all respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit C, attached hereto and incorporated by reference herein.

23. 0 Non -Exclusive Agreement
Contractor acknowledges that City may enter into agreements with other Contractors for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement.

24.0 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.

25. 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. 16 of 21

26. 0 Governing Law and Venue
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. Any dispute that arises under or relates to this Agreement ( whether contract, tort or both) shall be resolved in a superior court with geographic jurisdiction over the City of Seal Beach.

27. 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 as a result of this Agreement.

28. 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 1- breach, failure of a condition, or right or remedy, or ( 3) deemed to constitute a continuing waiver unless the writing expressly so states.

29. 0 Prohibited Interests; Conflict of Interest

29. 1. Contractor 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.

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

29. 2. Contractor further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Contractor, to solicit or obtain this Agreement. Nor has Contractor paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Contractor, any fee, commission, gift, percentage, or any 17 of 21
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 Contractor hereunder the full amount or value of any such fee, commission, percentage or gift.

29. 3. Contractor 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 Contractor, and that if any such interest comes to the knowledge of Contractor at any time during the term of this Agreement, Contractor 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.

30. 0 Final Payment Acceptance Constitutes Release
The acceptance by Contractor 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 Contractor for anything done, furnished or relating to Contractor' 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 Contractor, 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 liability by City for any defect or error in the work prepared by Contractor, its employees, subcontractors and agents.

31. 0 Corrections
In addition to the indemnification obligations set forth above, Contractor shall correct, at its expense, all errors in the work which may be disclosed during City' s review of Contractor' s report or plans. Should Contractor 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 Contractor. 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 Contractor under this Agreement up to the amount of the cost of correction.

32. 0 Non -Appropriation of Funds
Payments to be made to Contractor 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 Contractor' s Services beyond the current fiscal year, this Agreement 18 of 21
shall cover payment for Contractor' 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.

33. 0 Final Payment Acceptance Constitutes Release
The acceptance by Contractor 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 Contractor for anything done, furnished or relating to Contractor' 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 Contractor, 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 liability by City for any defect or error in the work prepared by Contractor, its employees, subcontractors and agents.

34.0 Mutual Cooperation

34. 1. City' s Cooperation. City shall provide Contractor with all pertinent Data & Documents, and other requested information as is reasonably available for Contractor's proper performance of the Services required under this Agreement.

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

35. 0 Time of 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 may not be construed to limit or deprive a party of the benefits of any grace or use period allowed in this Agreement.

36. 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, experts' fees, and other costs incurred in connection therewith, in addition to any other relief to which the party may be entitled.
19 of 21

37.0 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.

38. 0 Titles and Headings
The titles and headings used in this Agreement are for convenience only and shall in no way define, limit or describe the scope or intent of this Agreement or any part of it.

39. 0 Corporate Authority
The person executing this Agreement on behalf of Contractor 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 Contractor is formally bound to the provisions of this Agreement.
20 of 21
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
By• nsee,
Actina Public Works,
Approved as
By:

A. Steele, City Attorney
CONTRACTOR: Southern California
Precision Concrete, Inc., a California
corporation
By: b Gw—
Name: 1 on..a / a/ . Du roti.

Its: Nrr%fiA'e<rf
By:

Name:

Its:

Please note, two signs ures required
for corporations pursuant to California
Corporations Code Section 313 from
each of the following categories: ( i) the
chairperson of the board, the president
or any vice president, and ( ii) the
secretary, any assistant secretary, the
chief financial officer or any assistant
treasurer of such corporation.)
21 of 21

EXHIBIT A
California Joint Powers Authority
Master Services Agreement with
Precision Concrete Cutting

MASTER SERVICES AGREEMENT
This Master Services Agreement (" AGREEMENT") made as of this date, 1 / /,; L - C> t y , by and between Precision Concrete Cutting (" CONTRACTOR") and The California Joint Powers Insurance Authority (" AUTHORITY").

This AGREEMENT is created for the sole purpose ofestablishing an agreed-upon set of services and related costs in order to allow California JPIA members (" MEMBER") access to professional sidewalk inspection and maintenance services.

Further, this AGREEMENT creates no obligation or expectation that any work will result from this agreement. The CONTRACTOR' s specific services are defined below, and are available to MEMBER on an as -needed basis. The exact terms and conditions of such services are to be arranged between CONTRACTOR and MEMBER. MEMBER is responsible for initiating and requesting any work of CONTRACTOR.

Service Option 1

SIDEWALK ASSESSMENT SERVICES
CONTRACTOR will inspect sidewalks and provide a written inspection report in the format approved by the MEMBER ( optional curbs and gutters can be included in the scope of work). The inspection reports shall include the identification, location, and description of each problem and recommended action to be taken. The format and information required may be changed at the request of MEMBER with the agreement of both parties.

Sidewalk Assessment Fee Schedule
Cost Per
Sidewalk Mile
Total Sidewalk
Miles
Estimated Cost
per Day
Estimated
Man Das
Total Estimated
Assessment Cost
386. 00 TBD 1, 000 TBD TBD
Sample Services and Responsibilities

1. MEMBER shall provide maps of specified areas to CONTRACTOR.

2. CONTRACTOR shall inspect public rights- of-way designated on the maps.

3. CONTRACTOR shall use current ADA and California Building Code standards, as applicable, in determining trip hazards. These hazards shall include, but not be limited to:
a) Differential displacement between sidewalk sections 3/ 8" or greater b) Spall surfaces, holes in surfaces, and cracks above 1" wide or greater c) Deteriorated joints that have an eroded condition and are 1/ 2" wide or greater

4. CONTRACTOR shall record location of damaged sections in a GPS device.

5. Data entered into the GPS device shall be provided in writing to the MEMBER.

6. CONTRACTOR shall provide written inspection report that shall include, but not be limited to:
a) Identification and description of each problem condition b) Physical address and location, including GPS location data c) Size of the hazards in height, length, and square foot Rev. 11/ 18 Pagel of 5
t
e
d) Probable cause of the hazard, if evident
e) Pictures of damaged areas
f) Priority for repair — high, medium, or low
g) Recommended action to be taken

7. CONTRACTOR shall report to the MEMBER the results of the inspection upon completion.

Service Option 2

SIDEWALK TRIP HAZARD REMOVAL
Small
Hazard Class
Medium Large Lineal Foot Square Foot
3/ 8" to 1/ 211) I/ 2" to l") 1") per Location per Location Price per Hazard $ 25. 75 51. 75 104. 25 5 lin. feet 25 sq. ft.

Price per Sq. Ft. $ 1. 03 2. 07 4. 17 5. 00 N/ A
CONTRACTOR shall be paid a fee for trip hazard repair service on lifted sidewalk with a difference in vertical elevation 3/ 8" and above to 2 1/ 2
The fee paid to CONTRACTOR for trip hazard removal shall be charged on a per hazard class per 5 lineal feet. Removal of a trip hazard greater than 5 lineal feet shall be charged in 5 linear foot increments:

Example: A small hazard ( 3/ 8" to 1/ 2" high) that is 7 lineal feet shall be charged for 10 linear feet =

26. 50 x 2 locations = $ 53. 00.

Sample Services and Responsibilities

1. CONTRACTOR shall repair sidewalk trip hazards from 3/ 8" and up to 2 1/ 2" in designated work areas as determined by the MEMBER.

2. CONTRACTOR shall remove hazards completely, from one end of the raised sidewalk joint to the other, if applicable, leaving a zero point of differential between slabs.

3. CONTRACTOR shall not cause any damage to landscaping, trees, retaining walls, curbs, sprinkler heads, utility covers or other objects adjacent to sidewalks. If CONTRACTOR and/ or CONTRACTOR' s equipment does cause damage to above, the MEMBER must be notified immediately and damages must be repaired at the CONTRACTOR' s expense within 24 hours of the time the damage occurred.

4. CONTRACTOR shall completely and immediately clean up all debris after each hazard is repaired. All costs incurred for disposal of waste material shall be included in unit cost and not paid for separately.

5. CONTRACTOR shall repair each sidewalk trip hazard without damage to adjacent slab( s) or curb( s).

6. CONTRACTOR shall cut dry with dust abatement mechanism. No water- cooling is allowed, which creates slurry and contaminates storm drains or causes excessive environmental impact.

7. CONTRACTOR shall submit an itemized summary of all repaired hazards which includes:
a) The specific hazard height — both high side and low side measurement — in 1 / 8ths of an inch b) The actual length of the repair to the nearest 1/ 2 foot c) The total width of actual repair to the nearest 1/ 2 foot d) The square feet of the effective panel from joint to nearest joint or score line e) The calculated unit for measurement shall be the square foot ofthe affected panel Rev. 11/ 18 Page 2 of 5
f) The physical location ( address) of each repair
g) Pictures of each repair, as requested
h) Itemized cost of each repaired trip hazard

8. CONTRACTOR shall submit a detailed invoice setting forth the services performed, in accordance with the formula for saw -cutting calculations. All invoices must show the cut depth, size, length, width, square feet, address, the number of locations, and the date repaired for each hazard removal. The billing unit for invoice calculation shall be the number of locations where one ( 1) location is up to 5 lineal feet.

9. CONTRACTOR shall guarantee specified repair slope ( 1: 12, or based upon the Americans with Disabilities Act and California Building Code) is achieved. If defined slope is not achieved, CONTRACTOR must repair to specification at no additional charge within 24 hours of discovery.

10. CONTRACTOR shall guarantee that the removed trip hazard will have a uniform appearance and texture. The finished surface shall have a co -efficient of friction of at least 0. 6.

11. Method oftrip hazard removal shall entail precise saw -cutting performed with hand- held, electric -powered equipment, using a machined hub and flush -mounted, diamond -tipped blades.

Must be capable of cutting at any angle and perform trip hazard removal in hard -to -reach areas, around obstacles, on narrow walkways, and next to fences and retaining walls or buildings.

12. CONTRACTOR shall make its best effort to notify residents 3 days in advance of any work and schedule the operations so as to cause a minimum of interruption, interference or disturbance to the operation of stores, businesses, office buildings, hotels, churches, etc., and allow access by pedestrians and emergency, delivery and service vehicles at all times. Sidewalk repair equipment and all other items incidental to the work shall not be left or stored on the sidewalk or on private property while not in use.

13. CONTRACTOR shall take precautions during saw -cutting operations not to disfigure, scar, or impair the health of any tree on public or private property.

Service Option 3

SIDEWALK ASSESSMENT AND TRIP HAZARD REMOVAL
See sample services and responsibilities under respective sections in Service Option I and Service Option

2. Service Option 4

FIVE- YEAR MAINTENANCE PROGRAM
Small
Hazard Class
Small Medium Large Lineal Foot Square Foot
Hazard Class
3/ 8" to 1/ 2") 1/ 2" to 1") 1") per Location per Location Price per Hazard 31. 00 62. 00 123. 00 5 lin. feet 25 sq. ft.

Price per Sq. Ft. 1. 24 2. 48 4.92 N/ A N/ A
See sample services and responsibilities under respective sections in Service Option I and Service Option

2. Service Option 4

FIVE- YEAR MAINTENANCE PROGRAM
Small
Hazard Class
Medium Large Lineal Foot Square Foot
3/ 8" to 1/ 211) 1/ 2" to 1") 1") per Location per Location Price per Hazard $ 31. 00 62. 00 123. 00 5 lin. feet 25 sq. ft.

Price per Sq. Ft. $ 1. 24 2.48 4. 92 N/A N/ A
Rev. 11/ 18 Page 3 of 5 4-1
Sample Sidewalk Survey Services and Responsibilities

1. CONTRACTOR shall perform annual, semi- annual, or quarterly sidewalk inspection as determined by the scope of services to be defined by terms mutually set between the MEMBER and CONTRACTOR.

2. CONTRACTOR shall specify problems and recommend action to be taken.

3. CONTRACTOR shall prioritize the areas and problems to be resolved.

4. CONTRACTOR shall identify repairs to be accomplished by saw cutting.

5. CONTRACTOR shall identify spall surfaces, holes in surfaces, and cracks above 1" wide or greater.

6. CONTRACTOR shall recommend areas to be demolished and replaced.

7. CONTRACTOR shall provide written inspection report that shall include, but not be limited to:
a) Identification and description of each problem condition b) Physical address and location, including GPS location data c) Size of the hazards in height, length, and square foot d) Probable cause of the hazard, if evident
e) Pictures of damaged areas
f) Priority for repair — high, medium, low
g) Recommended action to be taken
h) CONTRACTOR shall report to the MEMBER the results of the inspection upon completion Sample Sidewalk Trip Hazard Removal Services and Responsibilities

1. CONTRACTOR shall make repairs and recommendations to achieve the lowest overall cost to the MEMBER.

2. CONTRACTOR shall remove the existing trip hazards by saw cutting changes in elevation between adjacent panels from 3/ 8" up to 2 1/ 2" in height as specified in the scope of work defined by mutually set terms between the MEMBER and CONTRACTOR.

3. The MEMBER shall set a fixed budget " not to exceed" per month, per quarter, or per year.

4. CONTRACTOR shall provide in- depth report, audit -able for maintenance and risk management.

Sample Remove/ Replacement Survey Reporting Services and Responsibilities

1. CONTRACTOR shall survey and report all areas not recommended for saw cutting.

2. CONTRACTOR shall identify " remove and replacement" locations to maximize the repair of locations that truly need to be replaced.

3. CONTRACTOR shall provide a written report that identifies the Iocation, length, width, and square foot measurement of the affected panels to be replaced.

4. CONTRACTOR shall provide GPS locations, maps and photographs of areas recommended for removal and replacement.

5. CONTRACTOR shall provide an in- depth report on a monthly basis, audit -able for maintenance and risk management.

Rev. 11/ 18 Page 4 of 5 _ 09
FOR AUTHORITY: FOR CONTRACTOR:

Norman Lefrnann Gary Beneduci

NAME NAME
Assistant Executive Officer General Manager

TITLE TITLE

SIGN UR ATURE
1y/, 6115 I/ 26—

DATE DAT
Rev. 11/ 18 Page 5 of 5 -- A

EXHIBIT B
Accepted Proposal

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EXHIBIT C

TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS

1. This Agreement calls for services that, in whole or in part, constitute " public works" as defined in Division 2, Part 7, Chapter 1 ( commencing with Section 1720) of the California Labor Code (" Chapter 1"). Further, Contractor acknowledges that this Agreement is subject to ( a) Chapter 1 and ( b) the rules and regulations established by the Department of Industrial Relations (" DIR") implementing such statutes. Therefore, as to those Services that are " public works", Contractor shall comply with and be bound by all the terms, rules and regulations described in 1( a) and 1( b) as though set forth in full herein.

2. California law requires the inclusion of specific Labor Code provisions in certain contracts. The inclusion of such specific provisions below, whether or not required by California law, does not alter the meaning or scope of Section 1 above.

3. Contractor shall be registered with the Department of Industrial Relations in accordance with California Labor Code Section 1725. 5, and has provided proof of registration to City prior to the Effective Date of this Agreement. Contractor shall not perform work with any subcontractor that is not registered with DIR pursuant to Section 1725. 5. Contractor and subcontractors shall maintain their registration with the DIR in effect throughout the duration of this Agreement. If Contractor or any subcontractor ceases to be registered with DIR at any time during the duration of the project, Contractor shall immediately notify City.

4. Pursuant to Labor Code Section 1771. 4, Contractor' s Services are subject to compliance monitoring and enforcement by DIR. Contractor shall post job site notices, as prescribed by DIR regulations.

5. Pursuant to Labor Code Section 1773. 2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request.

Contractor acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Contractor shall post such rates at each job site covered by this Agreement.

6. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. Contractor shall, as a penalty to City, forfeit 200. 00 for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Contractor or by any subcontractor.

7. " Contractor shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Contractor and each subcontractor to, keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform City of the location of the records.

8. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1777. 5, 1777. 6 and 1777. 7 and California Code of Regulations, Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Contractor shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Contractor shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding work pursuant to this Agreement, Contractor and each of its subcontractors shall submit to City a verified statement of the journeyman and apprentice hours performed under this Agreement.

9. Contractor shall not perform work with any Subcontractor that has been debarred or suspended pursuant to California Labor Code Section 1777. 1 or any other federal or state law providing for the debarment of contractors from public works. Contractor and subcontractors shall not be debarred or suspended throughout the duration of this Contract pursuant to Labor Code Section 1777. 1 or any other federal or state law providing for the debarment of contractors from public works. If Contractor or any subcontractor becomes debarred or suspended during the duration of the project, Contractor shall immediately notify City.

10. Contractor acknowledges that eight hours labor constitutes a legal day' s work.

Contractor shall comply with and be bound by Labor Code Section 1810. Contractor shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. Contractor shall, as a penalty to City, forfeit $ 25.00 for each worker employed in the performance of this Agreement by Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code Section 1815, work performed by employees of Contractor in excess of eight hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of eight hours per day at not less than one and one- half times the basic rate of pay.

11. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Contractor hereby certifies as follows:

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

12. For every subcontractor who will perform work on the project, Contractor shall be responsible for such subcontractor' s compliance with Chapter 1 and Labor Code Sections 1860 and 3700, and Contractor shall include in the written contract between it and each subcontractor a copy of those statutory provisions and a requirement that each subcontractor shall comply with those statutory provisions. Contractor shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor' s compliance, including without limitation, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages.

Contractor shall diligently take corrective action to halt or rectify any failure.

13. To the maximum extent permitted by law, Contractor shall indemnify, hold harmless and defend ( at Contractor' s expense with counsel reasonably acceptable to City) City, its elected and appointed officials, officers, employees, agents and independent contractors serving in the role of City officials, and volunteers from and against any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity ( including Contractor, its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all consequential damages, attorneys' fees, and other related costs and expenses. All duties of Contractor under this Section shall survive the expiration or termination of the Agreement.

ACORD® CERTIFICATE OF LIABILITY INSURANCE Iikk_

DATE( MMIOD/ YYYY)
r 7/ 27/ 2022
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER( S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER
Burnham WGB Insurance Solutions
CA Insurance License OF69771
15901 Red Hill Avenue

CONTACT
NAME: Andrea Martin

PHONE FAX
rvc No Ext): 714- 824- 8371 A/ c No): 714-573- 1770
ADDARESS: amartin@wgbib. com
INSURER( S) AFFORDING COVERAGE NAIC# Tustin CA 92780
INSURER A: American Fire and Casualty Co 24066
MP010401600018906
INSURED SOUTH47
Southern California Precision Concrete, Inc.

Dba Precision Concrete Cutting
INSURER B: Ohio Security Insurance Co 24082
INSURER C: Mesa Underwriters Specialty 36838
32428 Campo Drive INSURER D: Benchmark Insurance Company 41394 Temecula CA INSURERE: 92592
INSURERF:

COVERAGES CERTIFICATE NUMBER: 1173534414 REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR LTR TYPE OF INSURANCE

ADDL SUER
POLICY NUMBER MMNDY/YYYY MM/uDD EXP LIMITS
C X COMMERCIAL GENERAL LIABILITY MP010401600018906 5/ 15/ 2022 5/ 15/ 2023 EACH OCCURRENCE S1, 000, 000 CLAIMS - MADE a OCCUR DAMAGE TO
PREMISES Ea occurrence) $ 100, 000
MED EXP ( Any one person) S5, 000
PERSONAL & ADV INJURY S1, 000, 000
GEN' L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S2, 000. 000 POLICY ff] JECT PRO- LOC PRODUCTS - COMP/ OP AGG $ 2, 000, 000 2, 500 X OTHER: Deductible
A AUTOMOBILE LIABILITY BAA57604891 5/ 15/ 2022 5/ 15/ 2023 COMBINED SINGLE LIMIT $ Ea accident) 1, 000, 000
X BODILY INJURY ( Per person) S ANY AUTO

ALL OWNED SCHEDULED

AUTOS AUTOS
BODILY INJURY ( Per accident) S

PROPERTY DAMAGE S
Per accident

NON -OWNED

HIRED AUTOS AUTOS
S
B X UMBRELLA LIAB X OCCUR BFS61221570 4/ 1M022 4/ 11/ 2023 EACH OCCURRENCE $ 2, 000, 000 AGGREGATE $ 2, 000,000 EXCESS CLAIMS - MADE

DED I RETENTIONS I I I S

D WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY Y / N
CST5023590 6/ 2! 2022 6/ 2/ 2023 X STATUTE
ANY PROPRIETOR/ PARTNER/ EXECUTIVE E. L. EACH ACCIDENT $ 1, 000. 000 OFFICER/ MEMBER EXCLUDED? N / A
Mandatory In NH) E. L. DISEASE- EA EMPLOYE $ 1, 000.000 If yes, describe under
DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT I S1, 000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES ( ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Seal Beach. its elected and appointed officials, officers, employees, agents, volunteers and those City agents serving as independent contractors in the role of City officials, are named as additional insured on the General Liability per attached MUS 01 0120128 0316 and CG 20 37 04 13 and Auto Liability per attached CA 88 10 01 13 as required by written contract subject to the terms and conditions of the policy. Primary and Non -Contributory applies on the General Liability per attached CG 20 10 0413 Waiver of Subrogation applies to the Workers' Compensation per attached WC 99 06 34 Waiver of Subrogation applies to the Auto per attached CA 88 10 01 13 Waiver of Subrogation applies to the General Liability per attached CG 24 04 05 09

CERTIFICATE HOLDER CANCELLATION
19BB- 2014 AGORD CORPORATION. All rights reserved.

ACORD 25 ( 2014101) The ACORD name and logo are registered marks of ACORD

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

City of Seal Beach
211 - 8th Street AUTHORIZED REPRESENTATIVE
Seal Beach CA 90740
19BB- 2014 AGORD CORPORATION. All rights reserved.

ACORD 25 ( 2014101) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: MP010401600018906 COMMERCIAL GENERAL LIABILITY CG 25 03 05 09
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

DESIGNATED CONSTRUCTION PROJECT( S)

GENERAL AGGREGATE LIMIT
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE
Designated Construction Project( s):

Each " project" covered by this policy is subject to a separate General Aggregate limit per the terms of this endorsement. It is further agreed that the maximum aggregate limit that this policy shall be subject to is $ 5, 000, 000 regardless of the number of claims or locations covered.

Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

A. For all sums which the insured becomes legally
obligated to pay as damages caused by " occurrences" under Section 1— Coverage A, and for all medical expenses caused by accidents under
Section I'— Coverage C, which can be attributed
only to ongoing operations at a single designated
construction project shown in the Schedule
above:

1. A separate Designated Construction Project
General Aggregate Limit applies to each designated construction project, and that limit is equal to the amount of the General Aggregate
Limit shown in the Declarations.

2. The Designated Construction Project General
Aggregate Limit is the most we will pay for the
sum of all damages under Coverage A, except damages because of " bodily injury" or property damage" included in the
products - completed operations hazard", and
for medical expenses under Coverage C regardless of the number of:
a. Insureds;
b. Claims made or " suits" brought; or
c. Persons or organizations making claims or
bringing " suits".
3`. Any payments made under Coverage A for
damages or under Coverage C for medical
expenses shall reduce the. Designated Construction Project General Aggregate Limit for that designated construction project. Such
payments shall not reduce the General Aggregate Limit shown in the Declarations nor shall they reduce any other Designated Construction Project General Aggregate Limit for any other designated construction project
shown in the Schedule above.

4. The limits shown in the Declarations for Each
Occurrence, Damage To Premises Rented To
You and Medical Expense continue to apply.

However, instead of being subject to the General Aggregate Limit shown in the Declarations, such limits will be subject to the applicable Designated Construction Project General Aggregate Limit.

B. For all sums which the insured becomes legally
obligated to pay as damages caused by " occurrences" under Section 1— Coverage A, and for all medical expenses caused by accidents under
Section I — Coverage C, which cannot be attributed only to ongoing operations at a single designated construction project shown in the Schedule above:

CG 25 03 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 2

INSURED

1. Any payments made under Coverage A for
damages or under Coverage C for medical
expenses shall reduce the amount available
under the General Aggregate Limit or the
Products -completed Operations Aggregate
Limit, whichever is applicable; and

2. Such payments shall not reduce any Designated Construction Project General Aggregate Limit.

C. When coverage for liability arising out of the
products - completed operations hazard" is provided, any payments for damages because of bodily injury" or " property damage" included in
the " products - completed operations hazard" will
reduce the Products - completed Operations Aggregate Limit, and not reduce the General Aggregate Limit nor the Designated Construction Project General Aggregate Limit.

D. If the applicable designated construction project
has been abandoned, delayed, or abandoned
and then restarted, or if the authorized contracting parties deviate from , plans, blueprints, designs, specifications or timetables, the project will still be deemed to be the same construction project.

E. The provisions of Section 111 — Limits Of Insurance not otherwise modified by this endorsement shall continue to apply as stipulated.

CG 25 03 05 09 © Insurance Services Office, Inc., 2008 Page 2 of 2

COMMERCIAL AUTO
AC 85 43 06 18
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

CALIFORNIA BUSINESS AUTO COVERAGE

ENHANCEMENT ENDORSEMENT
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM
With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement.

If the policy to which this endorsement is attached also contains a Business Auto Coverage Enhancement Endorsement with a specific state named in the title, this endorsement does not apply to vehicles garaged in that specified state.

COVERAGEINDEX

SUBJECT PROVISION NUMBER
ACCIDENTAL AIRBAG DEPLOYMENT 12
ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT 3
AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS 20 AMENDED FELLOW EMPLOYEE EXCLUSION 5
AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE 14 BODILY INJURY REDEFINED 24
EMPLOYEES AS INSUREDS ( Including Employee Hired Auto) 2 EXTRA EXPENSE - BROADENED COVERAGE 10
GLASS REPAIR - WAIVER OF DEDUCTIBLE 16
HIRED AUTO COVERAGE TERRITORY 22
HIRED AUTO PHYSICAL DAMAGE ( Including Employee Hired Auto) 6 LOAN / LEASE GAP ( Coverage Not Available In New York) 15 NEWLY FORMED OR ACQUIRED SUBSIDIARIES 1
PARKED AUTO COLLISION COVERAGE ( WAIVER OF DEDUCTIBLE) 17 PERSONAL EFFECTSCOVERAGE 11
PHYSICAL DAMAGE — ADDITIONAL TRANSPORTATION EXPENSE COVERAGE 8 PHYSICAL DAMAGE DEDUCTIBLE - VEHICLE TRACKING SYSTEM 13 PRIMARY AND NON- CONTRIBUTORY - WRITTEN CONTRACT OR WRITTEN AGREEMENT 23 RENTAL REIMBURSEMENT 9
SUPPLEMENTARY PAYMENTS 4
TOWING AND LABOR 7
TWO OR MORE DEDUCTIBLES 18
UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS 19
WAIVER OF TRANSFER OF RIGHTS OF RECOVERYAGAINST OTHERS TO US 21 SECTION If - LIABILITY COVERAGE is amended as follows:

1., NEWLY FORMED OR ACQUIRED SUBSIDIARIES
SECTION 11 - LIABILITY COVERAGE, Paragraph A. 1. Who Is An Insured is amended to include the following as an " insured":
d. Any legally incorporated subsidiary of which you own more than 50 percent interest during the policy period. Coverage is afforded only for 90 days from the date of acquisition or formation.

However, " insured" does not include any organization that:
1) Is a partnership or joint venture; or
2) Is an " insured" under any other automobile policy except a policy written specificall y to apply in excess of this policy; or
3) Has exhausted its Limit of Insurance or had its policy terminated under any other automobile policy.
2018 Liberty Mutual Insurance
AC 85 43 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 7 Coverage under this provision d. does not apply to " bodily injury" or " property damage" that occurred before you acquired or formed the organization.

2. EMPLOYEES AS INSUREDS
SECTION II - LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured is amended to include the following as an " insured":
e. Any " employee" of yours while using a covered " auto" you do not own, hire or borrow but only for acts within the scope of their employment by you. Insurance provided by this endorsement is excess over any other insurance available to any " employee". f. Any " employee" of yours while operating an " auto" hired or borrowed under a written contract or agreement in that " employee' s" name, with your permission, while performing duties related to the conduct of your business and within the scope of their employment. Insurance provided by this endorsement is excess over any other insurance available to the " employee".

3. ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT
SECTION If - LIABILITY COVERAGE, Paragraph A. 1. Who Is An Insured is amended to include the following as an " insured":
g. Any person or organization with respect to the operation, maintenance or use of a covered " auto", provided that you and such person or organization have agreed in a written contract, written agreement, or permit issued to you by governmental or public authority, to add such person, or organization, or governmental or public authority to this policy as an " insured".

However, such person or organization is an " insured":
1) Only with respect to the operation, maintenance or use of a covered " auto"; 2) Only for " bodily injury" or " property damage" caused by an " accident" which takes place after you executed the written contract or written agreement, or the permit has been issued to you; and
3) Only for the duration of that contract, agreement or permit.

The " insured" is required to submit a claim to any other insurer to which coverage could apply for defense and indemnity. Unless the " insured" has agreed in writing to primary noncontributory wording per enhancement number 24, this policy is excess over any other collectible insurance.

4. SUPPLEMENTARY PAYMENTS
SECTION II - LIABILITY COVERAGE, Coverage Extensions, 2. a. Supplementary Payments, Paragraphs 2) and ( 4) are replaced by the following:
2) Up to $ 3, 000 for cost of bail bonds ( including bonds for related traffic violations ) required because of an "accident" we cover. We do not have to furnish these bonds. 4) All reasonable expenses incurred by the " insured" at our request, including actual loss of earnings up to $ 500 a day because of time off from work.

5. AMENDED FELLOW EMPLOYEE EXCLUSION
In those jurisdictions where, by law, fellow " employees" are not entitled to the protection afforded to the employer by the workers compensation exclusivity rule, or similar protection, the following provision is added:

SECTION II - LIABILITY, Exclusion B.5. Fellow Employee does not apply if the " bodily injury" results from the use of a covered " auto" you own or hire if you have workers compensation insurance in force for all of your " employees" at the time of " loss".

This coverage is excess over any other collectible insurance.

SECTION III - PHYSICAL DAMAGE COVERAGE is amended as follows:

6. HIRED AUTO PHYSICAL DAMAGE
Paragraph A.4. Coverage Extensions of SECTION III - PHYSICAL DAMAGE COVERAGE, is amended by adding the following:

If hired " autos" are covered " autos" for Liability Coverage, and if Comprehensive, Specified Causes of Loss or Collision coverage are provided under the Business Auto Coverage Form for any " auto" you own, then the Physical Damage coverages provided are extended to " autos":
2018 Liberty Mutual Insurance
AC 85 43 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 7 a. You hire, rent or borrow; or
b. Your " employee" hires or rents under a written contract or agreement in that " employee' s" name, but only if the damage occurs while the vehicle is being used in the conduct of your business, subject to the following limit and deductible:
a. The most we will pay for " loss" in any one " accident" or " loss" is the smallest of:
1) $ 50, 000; or
2) The actual cash value of the damaged or stolen property as of the time of the " loss'; or 3) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality, minus a deductible.
b. The deductible will be equal to the largest deductible applicable to any owned " auto" for that coverage.
c. Subject to the limit, deductible and excess provisions described in this provision, we will provide coverage equal to the broadest coverage applicable to any covered " auto" you own. d. Subject to a maximum of $ 1, 000 per " accident", we will also cover the actual loss of use of the hired " auto" if it results from an " accident", you are legally liable and the lessor incurs an actual financial loss.
e. This coverage extension does not apply to:
1) Any " auto" that is hired, rented or borrowed with a driver; or 2) Any " auto" that is hired, rented or borrowed from your " employee" or any member of your employee' s" household.

Coverage provided under this extension is excess over any other collectible insurance available at the time of "loss".

7. TOWING AND LABOR
SECTION III - PHYSICAL DAMAGE COVERAGE, Paragraph A.2. Towing, is amended by the addition of the following:

We will pay towing and labor costs incurred, up to the limits shown below, each time a covered " auto" classified and rated as a private passenger type, " light truck" or " medium truck" is disabled:
a. For private passenger type vehicles, we will pay up to $ 75 per disablement. b. For " light trucks", we will pay up to $ 75 per disablement. " Light trucks" are trucks that have a gross vehicle weight ( GVW) of 10, 000 pounds or less.
c. For " medium trucks", we will pay up to $ 150 per disablement. " Medium trucks" are trucks that have a gross vehicle weight ( GVW) of 10, 001 - 20,000 pounds.

However, the labor must be performed at the place of disablement.

8. PHYSICAL DAMAGE - ADDITIONAL TRANSPORTATION EXPENSE COVERAGE Paragraph A.4. a. Coverage Extensions, Transportation Expenses of SECTION III - PHYSICAL DAMAGE COVERAGE, is amended to provide a limit of $ 50 per day and a maximum limit of $ 1, 500.

9. RENTAL REIMBURSEMENT
p SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, is amended by adding the following:
a. We will pay up to $ 75 per day for rental reimbursement expenses incurred by you for the rental of an " auto" because of " accident" or " loss", to an " auto" for which we also pay a " loss" under Comprehensive, Specified Causes of Loss or Collision Coverages. We will pay only for those expenses incurred after the first 24 hours following the " accident" or "loss" to the covered " auto." b. Rental Reimbursement requires the rental of a comparable or lesser vehicle, which in many cases may be substantially less than $ 75 per day, and will only be allowed for the period of time it should take to repair or replace the vehicle with reasonable speed and similar quality, up to a maximum of 30 days.
c. We will also pay up to $ 500 for reasonable and necessary expenses incurred . by you to remove and replace your tools and equipment from the covered " auto". This limit is excess over any other collectible insurance.
2018 Liberty Mutual Insurance
AC 85 43 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 7 d. This coverage does not apply unless you have a business necessity that other " autos" available for your use and operation cannot fill.
e. If " loss" results from the total theft of a covered " auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided under Paragraph 4. Coverage Extension.
f. No deductible applies to this coverage.
g. The insurance provided under this extension is excess over any other collectible insurance.

If this policy also provides Rental Reimbursement Coverage you purchased, the coverage provided by this Enhancement Endorsement is in addition to the coverage you purchased.

For the purposes of this endorsement provision, materials and equipment do not include " personal effects" as defined in provision 11. B.

10. EXTRA EXPENSE - BROADENED COVERAGE
Under SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, we will pay for the expense of returning a stolen covered " auto" to you. The maximum amount we will pay is $ 1, 000.

11. PERSONAL EFFECTS COVERAGE
A. SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, is amended by adding the following:

If you have purchased Comprehensive Coverage on this policy for an " auto" you own and that auto" is stolen, we will pay, without application of a deductible, up to $ 600 for " personal effects" stolen with the " auto."
The insurance provided under this provision is excess over any other collectible insurance.

B. SECTION V - DEFINITIONS is amended by adding the following:

For the purposes of this provision, " personal effects" mean tangible property that is worn or carried by an " insured." " Personal effects" does not include tools, equipment, jewelry, money or securities.

12. ACCIDENTAL AIRBAG DEPLOYMENT
SECTION III - PHYSICAL DAMAGE COVERAGE, B. Exclusions is amended by adding the following:

If you have purchased Comprehensive or Collision Coverage under this policy, the exclusion for " loss" relating to mechanical breakdown does not apply to the accidental discharge of an airbag.

Any insurance we provide shall be excess over any other collectible insurance or reimbursement by manufacturer' s warranty. However, we agree to pay any deductible applicable to the other coverage or warranty.

13. PHYSICAL DAMAGE DEDUCTIBLE - VEHICLE TRACKING SYSTEM SECTION III - PHYSICAL DAMAGE COVERAGE, D. Deductible, is amended by adding the following:

Any Comprehensive Deductible shown in the Declarations will be reduced by 50% for any " loss" caused by theft if the vehicle is equipped with a vehicle tracking device such as a radio tracking device or a global position device and that device was the method of recovery of the vehicle.

14. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE SECTION III - PHYSICAL DAMAGE COVERAGE, B. Exclusions, Paragraph a. of the exception to exclusions 4. c. and 4. d. is deleted and replaced with the following:

Exclusions 4. c. and 4. d. do not apply to:
a. Electronic equipment that receives or transmits audio, visual or data signals, whether or not designed solely for the reproduction of sound, if the equipment is:
1) Permanently installed in the covered " auto" at the time of the " loss" or removable from a housing unit that is permanently installed in the covered " auto'; and 2) Designed to be solely operated by use from the power from the " auto' s" electrical system; and 3) Physical damage coverages are provided for the covered " auto".

If the " loss" occurs solely to audio, visual or data electronic equipment or accessories used with this equipment, then our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by a $ 100 deductible.
2018 Liberty Mutual Insurance
AC 85 43 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 7

15. LOAN / LEASE GAP COVERAGE ( Not Applicable In New York) A. Paragraph C. Limit Of Insurance of SECTION 111 - PHYSICAL DAMAGE COVERAGE is amended by adding the following:

The most we will pay for a " total loss" to a covered " auto" owned by or leased to you in any one accident" is the greater of the:

1. Balance due under the terms of the loan or lease to which the damaged covered " auto" is subject at the time of the ' loss" less the amount of:
a. Overdue payments and financial penalties associated with those payments as of the date of the ' loss'
b. Financial penalties imposed under a lease due to high mileage, excessive use or abnormal wear and tear;
c. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; d. Transfer or rollover balances from previous loans or leases; e. Final payment due under a ' Balloon Loan'
f. The dollar amount of any unrepaired damage which occurred prior to the " total loss" of a covered " auto';
g. Security deposits not refunded by a lessor;
h. All refunds payable or paid to you as a result of the early termination of a lease agreement or as a result of the early termination of any warranty or extended service agreement on a covered " auto";
i. Any amount representing taxes;
J. Loan or lease termination fees; or

2. The actual cash value of the damage or stolen property as of the time of the ' loss".

An adjustment for depreciation and physical condition will be made in determining the actual cash value at the time of the ' loss". This adjustment is not applicable in Texas.

B. Additional Conditions
This coverage applies only to the original loan for which the covered " auto" that incurred the loss" serves as collateral, or lease written on the covered " auto" that incurred the ' loss".

C. SECTION V - DEFINITIONS is changed by adding the following:

As used in this endorsement provision, the following definitions apply:

Total loss" means a ' loss" in which the cost of repairs plus the salvage value exceeds the actual cash value.

A " balloon loan" is one with periodic payments that are insufficient to repay the balance over the term of the loan, thereby requiring a large final payment.

16. GLASS REPAIR- WAIVER OF DEDUCTIBLE
Paragraph D. Deductible of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following:

No deductible applies to glass damage if the glass is repaired rather than replaced.

17. PARKED AUTO COLLISION COVERAGE ( WAIVER OF DEDUCTIBLE) Paragraph D. Deductible of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following:

The deductible does not apply to ' loss" caused by collision to such covered " auto" of the private passenger type or light weight truck with a gross vehicle weight of 10, 000 lbs. or less as defined by the manufacturer as maximum loaded weight the " auto" is designed to carry while it is:
a. In the charge of an " insured";
b. Legally parked; and
c. Unoccupied.

J © 2018 Liberty Mutual Insurance
AC 85 43 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 7 The " loss" must be reported ' to the police authorities within 24, hours of known damage.

The total amount of the damage to the covered " auto" must exceed the deductible shown in the Declarations.

This provision does not apply to any " loss" if the covered " auto" is in the charge of any person or organization engaged in the automobile business.

18. TWO OR MORE DEDUCTIBLES
Under SECTION III - PHYSICAL DAMAGE COVERAGE, if two or more company policies or coverage forms apply to, the same " accident", the following applies to Paragraph D. Deductible :
a. If the applicable Business Auto deductible is the smaller ( or smallest) deductible, it will be waived; or
b. If the applicable Business Auto deductible is not the smaller ( or smallest) deductible , it will be reduced by the amount of the smaller ( or smallest) deductible; or c. If the " loss" involves two or more Business Auto coverage forms or policies, the smaller ( or smallest) deductible will be waived.

For the purpose of this endorsement, company means any company that is part of the Liberty Mutual Group.

SECTION IV - BUSINESS AUTO CONDITIONS is amended as follows:

19. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS
SECTION IV- BUSINESS AUTO CONDITIONS , Paragraph B.2. is amended by adding the following:.

If you unintentionally fail to disclose any hazards, exposures or material facts existing as of the inception date or renewal date of the Business Auto Coverage Form, the coverage afforded by this policy will not be prejudiced.

However, you must report the undisclosed hazard of exposure as soon as practicable after its discovery, and we have the right to collect additional premium for any such hazard or exposure.

20. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS SECTION IV - BUSINESS AUTO CONDITIONS , Paragraph A.2. a. is replaced in its entirety by the following:
a. In the event of " accident", claim, " suit" or " loss", you must promptly notify us when it is known to:
1) You, if you are an individual; -
2) A partner, if you are a partnership;
3) Member, if you are a limited liability company;
4) An executive officer or the " employee" designated by the Named Insured to give such notice, if you are a corporation.

To the extent possible, notice to us should include:
a) How, when and where the " accident" or "loss" took place; b) The " insured' s" name and address; and
c) The names and addresses of any injured persons and witnesses.

21. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SECTION IV - BUSINESS AUTO CONDITIONS , Paragraph A.5. Transfer Of Rights Of Recovery Against Others To Us, is amended by the addition of the following:

If the person or organization has in a written agreement waived those rights before an " accident" or loss", our rights are waived also.

22. HIRED AUTO COVERAGE TERRITORY
SECTION IV - BUSINESS AUTO CONDITIONS , Paragraph B.7. Policy Period, Coverage Territory, is amended by the addition of the following:

E For " autos" hired 30 days or less, the coverage territory is anywhere in the world, provided that the insured' s" responsibility to pay for damages is determined in a " suit", on the merits, in the United States, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to.
2018 Liberty Mutual Insurance
AC 85 43 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6 of 7 This extension of coverage does not apply to an " auto" hired, leased, rented or borrowed with a driver.

23. PRIMARY AND NON- CONTRIBUTING IF REQUIRED BY WRITTEN CONTRACT OR WRITTEN AGREEMENT The following is added to SECTION IV - BUSINESS AUTO CONDITIONS, General Conditions, B. 5. Other Insurance and supersedes any provision to the contrary:

This Coverage Form' s Covered Autos Liability Coverage is primary to and will not seek contribution from any other insurance available to an " insured" under your policy provided that:

1. Such " insured" is a Named Insured under such other insurance; and

2. You have agreed in a written contract or written agreement that this insurance would be primary and would not seek contribution from any other insurance available to such " insured".

SECTION V - DEFINITIONS is amended as follows:

24. BODILY INJURY REDEFINED
Under SECTION V - DEFINITIONS, Definition C. is replaced by the following:

Bodily injury" means physical injury, sickness or disease sustained by a person, including mental anguish, mental injury, shock, fright or death resulting from any of these at any time. 2018 Liberty Mutual Insurance
AC 85 43 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 7 of 7

MESA UNDERWRITERS SPECIALTY

INSURANCE COMPANY
Policy No. MP010401600018906
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Al - PRIMARY NON- CONTRIBUTORY -

WAIVER OF SUBROGATION
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE FORM
Blanket Additional Insureds - As Required By Contract
A. Subject to the Primary and Non -Contributory provision set forth in this endorsement, SECTION II - WHO IS AN INSURED is amended to include as an additional insured any person or organization whom you have agreed in a, written contract, written, agreement or written permit that such person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury" or "property damage" or, to the extent applicable under the Coverage Part to which this endorsement applies, " personal and advertising injury" ,caused, in whole or in part, by:

1. Your ongoing operations, " your product", or premises owned or used by you; Wth respect to the insurance afforded to these additional insureds, the following additional exclusion applies:

This insurance does not apply to "bodily injury", " property damage" or, to the extent applicable under the Coverage Part to which this endorsement applies, " personal and advertising injuryarising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services by or for you, including:

I—
a. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and b. Supervisory, inspection, architectural or engineering activities.

This exclusion applies even if the claims against any insured allege negligence or other wrong -doing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the " bodily injury" or "property damage", or, to the extent applicable under the Coverage Part to which this endorsement applies, the offense which caused the " personal and advertising injury", involved the rendering of, or failure to render, any professional architectural, engineering or surveying services.

2. Your maintenance, operation or use of equipment, other than aircraft, " auto" or watercraft, rented or leased to you by such person or organization. A, person or organization' s status as an additional insured under this endorsement ends when their contract, or agreement with you for such rented or leased equipment ends. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the rental agreement or equipment lease expires..

The provisions of this coverage extension do not apply unless the written contract or written agreement has been executed ( executed means signed by the named insured) or written permit issued prior to the "bodily injury" or " property damage" or, to the extent applicable under the Coverage Part to which this endorsement applies, " personal and advertising injury".

MUS 0101 20128 0316 Insured copy Page 1 of 2
Primary and Non -Contributory Provision
The following is added to Paragraph 4. Other Insurance, b. Excess Insurance under SECTION 1V - COMMERCIAL GENERAL LIABILITY CONDITIONS:

This insurance shall be excess with respect to any person or organization included as an additional insured under this policy, any other insurance that person or organization has shall be primary with respect to this insurance, unless:
1) The additional insured is a Named Insured under such other insurance; 2) You have agreed in a written contract, written agreement or written permit to include that additional insured on your General Liability policy on a primary and/ or non- contributory basis; and 3) The written contract -or written agreement has been executed ( executed means signed by the named, insured) or written permit issued prior to the "bodily injuryor "property damage" or, to the extent applicable under the Coverage Part to which this endorsement applies, " personal and advertising injury".

Waiver Of Transfer Of Rights Of Recovery
The following is added to Paragraph 8. Transfer of Rights Of Recovery Against Others To Us under SECTION IV COMMERCIAL GENERAL LIABILITY CONDITIONS:

We will waive any right of recovery we may have against a person or organization because of payments we make for " bodily injury" or " property damage" arising out of your ongoing operations or " your work" done under a written contract or written agreement and included in the " products - completed operations hazard", if,

1. You have agreed to waive any right of recovery against that person or organization in a written contract or written agreement;

2. Such person or organization is an additional insured on your policy; or

3. You have assumed the liability of that person or organization in that same contract, and it is an " insured contract".

The section above only applies to that person or organization identified above, and only if the " bodily injury" or property damage" occurs subsequent to the execution of the written. contract or written agreement.

All other terms and conditions of this policy remain unchanged.

MUS 0101 20128 0316 Page 2 of 2
Policy No. MP010401600018906 COMMERCIAL GENERAL LIABILITY CG' 20 01 0413
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. will
a I ki LIN I 110P,Ilk I e
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

PRODUCTS/ COMPLETED OPERATIONS LIABILITY COVERAGE PART
The following is added to the Other Insurance
Condition and supersedes any provision to the
contrary:

Primary And Noncontributory Insurance.

This insurance is primary, to and will not seek
contribution from any other insurance available
to an additional insured under your policy
provided that:
1) The additional insured is a Named Insured
under such other insurance; and
2) You have agreed in writing in a contract or
agreement that this insurance would be,
primary and would not seek contribution
from any other insurance available to the
additional insured.

CG 20 0104 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 Insured Copy
POLICY NUMBER: MP010401600018906 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09

WAIVER OF TRANSFER OF RIGHTS OF RECOVERY

AGAINST OTHERS TO US
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

PRODUCTS/ COMPLETED OPERATIONS LIABILITY COVERAGE PART

SCHEDULE
Name Of Person Or Organization:

Where Required By Written Contact
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

The following is added to Paragraph 8. Transfer Of
Rights Of Recovery Against Others To Us of Section IV — Conditions:

We waive any right of recovery we may have against
the person or organization shown in the Schedule
above because of payments we make for injury or
damage arising out of your ongoing operations or
your work" done under a contract with that person
or organization and included in the products -completed operations hazard". This waiver applies only to the person or organization shown in the Schedule
above.

CG 24 04 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 1 Insured

WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA WC 04 03 06
Ed. 04- 84)
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. ( This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule.

The additional premium for this endorsement shall be 2. 00% of the California workers' compensation premium otherwise due on such remuneration.

Schedule
Person or Organization Job Description
Any person or organization as required by written contract This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated.

The Information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Date: 06/ 02/ 2022
Policy Effective Dates: 06/02/ 2022 - 06/ 02/2023
Insured: Southern California Precision Concrete, Inc
Policy No:: CST5023590 Endorsement No.

Carrier Name/ Code: Benchmark Insurance Company
WC 04 03 06 Countersigned by
Ed. 04- 84)
Copyright 1984 National Council on Compensation Insurance, Inc. Page 1 of 1 1 AMENDMENT NO. 1

PROFESSIONAL MAINTENANCE AGREEMENT
for
Sidewalk Assessment and Trip Hazard Removal Services
between
City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
&
Southern California Precision Concrete, Inc.
dba Precision Concrete Cutting
13089 Peyton Drive, #C235
Chino Hills, CA 91709
(909) 539-7740
This Amendment No. 1, dated December 12, 2022, amends that certain agreement (“Agreement”) dated August 15, 2022, by and between the City of Seal Beach (“City”), a California charter city, and Southern California Precision Concrete, Inc. dba Precision Concrete Cutting (“Contractor”), a California corporation. 2 RECITALS
A. City and Contractor are parties to the Agreement pursuant to which Contractor provides certain sidewalk assessment and trip hazard removal services.

B. Effective August 15, 2022, City and Contractor entered into an Professional Maintenance Agreement for Contractor to provide sidewalk assessment and trip hazard removal services for the not-to-exceed compensation of $35,000, pursuant to a CJPIA Master Services Agreement.

C. City and Contractor wish to amend the Agreement for Contractor to provide additional sidewalk assessment and trip hazard removal services (“Additional Services”), and to increase Contractor’s compensation by $32,424 for the total not-toexceed amount of $67,424, for such Additional Services as provided herein.

AMENDMENT NO. 1
NOW, THEREFORE and in consideration of the foregoing and of the mutual covenants and promises herein set forth, the parties agree to amend the Agreement as follows:

Section 1. Section 1.0 (Scope of Services) of this Agreement is hereby amended to add Subsection 1.1.1 to read as follows:
“ 1.1.1 Contractor shall provide those additional services set forth in the attached Exhibit B-1 (Proposal dated October 27, 2022) (“Additional Services”), attached and incorporated herein by this reference. To the extent there is any conflict between Exhibit A, Exhibit B, Exhibit B-1, Exhibit C, Amendment No. 1 and this Agreement, this Agreement shall control.”
Section 2. Section 3.0 (Contractor’s Compensation) of this Agreement is hereby amended in its entirety to read as follows:
“3.0 Contractor’s Compensation

3.1. In consideration of Contractor’s performance of the Services set forth in Exhibit B, City will pay Contractor in accordance with the rates shown on the Master Services Agreement set forth in Exhibit A for the Services assigned by City but in no event will the City pay more than the total not-to-exceed amount of $35,000 (Thirty-Five Thousand dollars and 00/100) for the Term.

3.1.1 In consideration of Contractor’s performance of the Additional Services set forth in Exhibit B-1, City will pay Contractor in accordance with the hourly rates shown on the fee schedule as set for in Exhibit A and Exhibit B-1 for Additional Services, but in no event will the City pay more than the total not-to-exceed amount of $67,424 for the Additional Services (Exhibit B-1) for the Term.

3.2. Contractor will not be compensated for any work performed not authorized by City and specified in Section 1.0, Scope of Services, unless City 3 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 City Council. Payment for additional work in excess of this amount requires prior City Council authorization. Any additional work authorized by the City Manager pursuant to this Section will be compensated in accordance with the fee schedule set forth in Exhibit A and Exhibit B for the Services, and in accordance with the fee schedule set forth in Exhibit A and Exhibit B-1 for the Additional Services.”
Section 3. All references to the term “Agreement” throughout Sections 1.0 through 39.0, inclusive, of the Agreement are hereby modified to include the Agreement dated August 15, 2022, and this Amendment No. 1 dated December 12, 2022, as if all those terms are fully set forth therein.

Section 4. Except as otherwise set forth in Sections 1 and 2, above, of this Amendment No. 1, all references to the term “Services” throughout the Agreement are hereby modified to include the Services (Exhibit B), and the Additional Services (Exhibit B-1) as if all of those terms are fully set forth therein.

Section 5. Except as expressly modified or supplemented by this Amendment No. 1, all other provisions of the Agreement shall remain unaltered and in full force and effect. In the event of a conflict between the provisions of this Amendment No. 1 and the provisions of the Agreement, the provisions of this Amendment No. 1 shall control.

Section 6. The persons executing this Amendment No. 1 on behalf of Contractor each warrant that he or she is each duly authorized to execute this Amendment No. 1 on behalf of said Party and that by his or her execution, Contractor is formally bound to the provisions of this Amendment No. 1.

5 EXHIBIT B-1 FOR AMENDMENT NO. 1 –
CONTRACTOR’s Additional Services

SIDEWALK SURVEY
PROPOSAL:

Presented to:

CITY OF SEAL BEACH
211 EIGHTH STREET
SEAL BEACH CA 90740
CONTACT: Iris Lee
October 27th, 2022
The information in this summary is confidential, and is to be used only by the intended recipient and Precision Concrete Cutting in evaluating the project. Any copying or unauthorized disclosure of this information is prohibited.

ENVIRONMENTAL IMPACT EXAMPLE: As a member of the U.S. Green Building Council (USGBC) we are proud of the fact that we reduce the impact to landfills and the environment as a result of our service.Removing and replacing 100 panels would result in approximately 118,500 pounds or 59 tons of concrete being removed (average panel weight of 1185 pounds) Using Precision Concrete Cutting for 100 trip hazards results in 0.3 tons of concrete removed and recycled, approximately 141 gallons of gasoline saved, and a reduction of 1.3 metric tons of Co2.

COST SAVINGS
We’ll repair your sidewalks for 70-90% less than sidewalk replacement, which means you can do more for your
community for less.

A.D.A. COMPLIANCE
Patented technology that brings sidewalks into ADA compliance CLEAN
Our patented containment system captures dust and debris to bring you the cleanest process available.

SAFE
Decrease liability on your pedestrian walkways

DETAILED REPORTING
We track our jobs with honesty and integrity. Invoices show measurements, locations and cost for each hazard.

LOW IMPACT
Efficient systems with an average removal time of 20 minutes, no sidewalk closures.

FULL SERVICE CONTRACTOR
Complete GIS integration, mapping, etc.

COMMITMENT SUMMARY
Sidewalk Inspection Services and Responsibilities
The information in this summary is confidential, and is to be used only by the intended recipient and Precision Concrete Cutting in evaluating the project.

Any copying or unauthorized disclosure of this information is prohibited.

1. CONTRACTOR shall inspect public right-of-ways designated on the maps.

2. CONTRACTOR shall determine tripping hazards, which shall include, but not be limited to:
a. Differential displacement between sidewalk sections ½” inch 2 ½” b. Spall surfaces, holes in surfaces, and cracks above 1 inch wide or greater
c. Deteriorated joints that have an eroded condition and are ½” wide or greater

3. CONTRACTOR shall record location of damaged sections in a GPS device.

4. Data entered into the GPS device shall be provided.

5. CONTRACTOR shall provide written inspection report that shall include, but not be limited to:
a. Identification and description of each problem condition b. Physical address and location including GPS location data c. Size of hazards in height, length, and square foot
d. Probable cause of hazard, if evident
e. Pictures of damaged areas
f. Recommended action to be taken

PROGRAM
84 SIDEWALK MILES DO NOT EXCEED $32,424.00

THE PRECISION CONCRETE CUTTING DIFFERENCE
Our patented technology and innovative sidewalk repairs process leaves you with a beautiful, smooth surface that is ADA compliant — a result you can’t get with grinding. Plus, our method saves you money! The information in this summary is confidential, and is to be used only by the intended recipient and Precision Concrete Cutting in evaluating the project.

Any copying or unauthorized disclosure of this information is prohibited.

PRECISION CONCRETE CUTTING REPAIRS
The information in this summary is confidential, and is to be used only by the intended recipient and Precision Concrete Cutting in evaluating the project.

Any copying or unauthorized disclosure of this information is prohibited.

PRECISION CONCRETE CUTTING REPAIRS
The information in this summary is confidential, and is to be used only by the intended recipient and Precision Concrete Cutting in evaluating the project.

Any copying or unauthorized disclosure of this information is prohibited.

Agenda Item G

AGENDA STAFF REPORT
DATE: December 12, 2022
TO: Honorable Mayor and City Council
THRU: Jill R. Ingram, City Manager
FROM: Iris Lee, Acting Director of Public Works
SUBJECT: Submittal of Yearly Expenditure Report to Orange County Transportation Authority (OCTA) for Measure M2 Eligibility ________________________________________________________________ SUMMARY OF REQUEST:

That the City Council adopt Resolution 7351:

1. Finding the yearly expenditure report to Orange County Transportation Authority (OCTA) for Measure M2 Eligibility for FY 2021-2022 was prepared in conformance with the M2 Expenditure Report Template provided in the Renewed Measure M Eligibility Guidelines and accounts for Net Revenues including interest earned, expenditures during the fiscal year and balances at the end of fiscal year; and,

2. Adopting M2 Expenditure Report for FY 2021-2022; and,

3. Directing the City Manager, or her designee, to submit the M2 Expenditure Report to OCTA no later than December 31, 2022.

BACKGROUND AND ANALYSIS:

In November of 1990, the voters of Orange County approved Measure M, the Revised Traffic Improvement and Growth Management Ordinance. Measure M created a fund for transportation improvements to mitigate traffic impacts generated by existing and proposed development. Measure M authorizes the imposition of an additional half-cent retail transaction and use tax for a period of twenty (20) years. In November 2006, Measure M was renewed by the voters of Orange County for an additional thirty (30) years, and is now known as Measure M2.

Funds identified as Measure M2 “fairshare” funds are used on local and regional transportation improvement and maintenance projects. Other Measure M2 funds for transportation related projects are made available through several competitive programs included in the Comprehensive Transportation Funding Program (CTFP).

To be eligible to receive Measure M2 “fairshare” and CTFP funds, the City must annually and/or biannually satisfy the requirements below:

1. Demonstrate compliance with the County’s Congestion Management Program; and,

2. Maintain a mitigation impact fee schedule; and,

3. Adopt a seven-year Capital Improvement Program that includes all transportation projects funded partially or fully by Measure M2 dollars; and,

4. Adopt and adequately fund a Local Pavement Management Plan (PMP); and,

5. Adopt a Traffic Demand Management Ordinance; and,

6. Satisfy Maintenance of Effort (MOE) Requirements; and,

7. Agree to expend all Measure M2 revenues within three (3) years of receipt; and,

8. Provide a year-end expenditure report.

The City of Seal Beach successfully submitted all required items above to OCTA by the required annual deadline of June 30, 2022. The year-end expenditure report is required to be submitted by December 31, 2022. This report summarizes all Measure M2 expenditures for the prior fiscal year. A copy of the report is attached.

By approving this report, it will allow the City to continue to receive OCTA Measure M2 funds.

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 adoption of the yearly M2 Expenditure Report, will not have a significant effect on the environment.

LEGAL ANALYSIS:

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

FINANCIAL IMPACT:

The City received $515,985 in Measure M2 “fairshare” funds during the last fiscal year. Additionally, the City of Seal Beach remains eligible to receive funding for the numerous competitive grants secured within Measure M2.

STRATEGIC PLAN:

This item is not applicable to the Strategic Plan.

RECOMMENDATION:

That the City Council adopt Resolution 7351:

1. Finding the yearly expenditure report to Orange County Transportation Authority (OCTA) for Measure M2 Eligibility for FY 2021-2022 was prepared in conformance with the M2 Expenditure Report Template provided in the Renewed Measure M Eligibility Guidelines and accounts for Net Revenues including interest earned, expenditures during the fiscal year and balances at the end of fiscal year; and,

2. Adopting M2 Expenditure Report for FY 2021-2022; and,

3. Directing the City Manager, or her designee, to submit the M2 Expenditure Report to OCTA no later than December 31, 2022.

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 7351
B. Fiscal Year 2021-2022 Measure M2 Expenditure Report
RESOLUTION 7351

A RESOLUTION OF THE SEAL BEACH CITY COUNCIL
APPROVING THE MEASURE M2 EXPENDITURE REPORT FOR
THE CITY OF SEAL BEACH FOR FY 2021-2022
WHEREAS, local jurisdictions are required to meet eligibility requirements and submit eligibility verification packages to Orange County Transportation Authority (OCTA) in order to remain eligible to receive M2 funds; and, WHEREAS, local jurisdictions are required to adopt an annual M2 Expenditure Report as part of one of the eligibility requirements; and, WHEREAS, local jurisdictions are required to account for Net Revenues, developer/traffic impact fees, and funds expended by local jurisdiction in the M2 Expenditure Report that satisfy the Maintenance of Effort requirements; and, WHEREAS, the M2 Expenditure Report shall include all Net Revenue fund balances, interest earned and expenditures identified by type and program or project; and,
WHEREAS, the M2 Expenditure Report must be adopted and submitted to the OCTA each year within six months of the end of the local jurisdiction’s fiscal year to be eligible to receive Net Revenues as part of M2.

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

Section 1. The Measure M2 Expenditure Report for Fiscal Year 2021-2022, incorporated herein by this reference, is in conformance with the M2 Expenditure Report Template provided in the Measure M2 Eligibility Guidelines and accounts for Net Revenues including interest earned, expenditures during the fiscal year and balances at the end of fiscal year.

Section 2. The M2 Expenditure Report is hereby adopted for the City of Seal Beach.

Section 3. The City of Seal Beach Director of Finance/City Treasurer is hereby authorized to sign and submit the M2 Expenditure Report for Fiscal Year ending June 30, 2022 to the Orange County Transportation Authority no later than December 31, 2022.

PASSED, APPROVED AND ADOPTED by the Seal Beach City Council at a regular meeting held on the 12th day of December, 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 7351 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 12th day of December, 2022.

Gloria D. Harper, City Clerk

Agenda Item H

AGENDA STAFF REPORT
DATE: December 12, 2022
TO: Honorable Mayor and City Council
THRU: Jill R. Ingram, City Manager
FROM: Alexa Smittle, Director of Community Development
SUBJECT: Approval of Professional Services Agreement between Meals on Wheels OC and City of Seal Beach to Provide
Senior Nutrition Services
________________________________________________________________ SUMMARY OF REQUEST:

That the City Council adopt Resolution 7352 authorizing the City Manager to execute a Professional Services Agreement between Meals on Wheels OC and the City of Seal Beach to provide senior nutrition services.

BACKGROUND AND ANALYSIS:

The City of Seal Beach currently partners with Meals on Wheels OC, formerly known as SeniorServ, to provide senior nutrition services for the community.

Services provided by Meals on Wheels OC meet all federal requirements and recommended dietary allowances.

Through this agreement, Meals on Wheels OC will continue to provide congregate meals five days a week at the North Seal Beach Community Center located at 3333 St. Cloud Drive. Meals on Wheels OC will also continue to provide home delivered meals to qualified seniors five days a week consisting of breakfast, lunch, and dinner. Meals on Wheels OC provides the staff to operate both programs, including case management as necessary to support program participants.

As partners of the program, the City will continue to make the North Seal Beach Community Center available for congregate meal service, and provide marketing and internal administrative support to ensure the program’s success.

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:

The City will contribute $60,000 annually to support the program. All costs associated with this agreement are included in the current adopted budget.

STRATEGIC PLAN:

This item is not applicable to the Strategic Plan.

RECOMMENDATION:

That the City Council adopt Resolution 7352 authorizing the City Manager to execute a Professional Services Agreement between Meals on Wheels OC and the City of Seal Beach to provide senior nutrition services.

SUBMITTED BY: NOTED AND APPROVED:

Alexa Smittle Jill R. Ingram
Alexa Smittle, Director of
Community Development
Jill R. Ingram, City Manager
Prepared by: Tim Kelsey, Recreation Manager
ATTACHMENTS:

A. Resolution 7352
B. Professional Services Agreement – Meals On Wheels OC C. Scope of Services
RESOLUTION 7352

A RESOLUTION OF THE SEAL BEACH CITY COUNCIL

APPROVING A PROFESSIONAL SERVICES AGREEMENT FOR
SENIOR NUTRITION SERVICES WITH MEALS ON WHEELS OC.

WHEREAS, the City has an long standing partnership with Meals on Wheels OC to operate senior nutrition programs; and,
WHEREAS, Meals on Wheels OC will offer a congregate meal program and home delivered meal program that meets all dietary recommendations five days a week; and,
WHEREAS, Meals on Wheels OC will provide staff to operate both congregate and home delivered meals programs to the public.

NOW, THEREFORE, the Seal Beach City Council does resolve, declare, determine, and order as follows:

Section 1. The City Council hereby approves the professional services agreement (“Agreement”) between the City of Seal Beach and Meals on Wheels OC for senior nutrition programs.

Section 2. The Council hereby directs the City Manager to execute the Agreement on behalf of the City and any amendments or extension thereafter.

PASSED, APPROVED AND ADOPTED by the Seal Beach City Council at a regular meeting held on the 12th day of December, 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 7352 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 12th day of December, 2022.

Gloria D. Harper, City Clerk

SERVICES AGREEMENT
for
Senior Nutrition and Support Services
between
City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
&
Meals On Wheels OC
1200 Knollwood Circle
Anaheim, CA 92801
(714) 229-3361
This Professional Service Agreement (“the Agreement”) is made as of December 12, 2022 (the “Effective Date”), by and between Meals On Wheels OC (“Contractor”), and the City of Seal Beach (“City”), a California charter city, (collectively, “the Parties”). 2 of 19

RECITALS
A. City desires to retain a qualified contractor to provide certain senior nutrition and support services.

B. Contractor represents that its personnel are fully qualified to perform the services contemplated by this Agreement by virtue of its experience and facilities, and the training, education and expertise of its principals and employees.

C. City desires to retain Contractor as an independent contractor and Contractor 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. Contractor shall provide those services (collectively “Services”) set forth in 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.

1.2. Contractor 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, Contractor shall comply with all applicable provisions of federal, state, and local law including, without limitation, applicable permit requirements.

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

2.1. . The term of this Agreement shall commence as of the Effective Date and shall continue for a term of five years (“Original Term”) and shall expire at midnight on December 12, 2027, unless sooner terminated or extended as provided by this Agreement.

2.1. 3.0 Contractor’s Compensation

3.1. City will pay Contractor in accordance with the fee schedule set forth in Exhibit A for the Services but in no event will the City pay more than the total not-to-exceed amount of $60,000 annually for the Term.

4.0 Method of Payment

4.1. Contractor 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 Contractor within 30 days of receiving Contractor’s invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Contractor.

4.2. Upon 24-hour notice from City, Contractor shall allow City or City’s agents or representatives to inspect at Contractor’s offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Contractor in connection with this Agreement.

City’s rights under this Section 4.2 shall survive for three (3) years following the termination or expiration of this Agreement.

5.0 Termination

5.1. This Agreement may be terminated by City, without cause, or by Contractor based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination. 4 of 19

5.2. This Agreement may be terminated by City upon 10 days’ notice to Contractor if Contractor fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability and/or automobile 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. The President & CEO of Meals on Wheels Orange County is the Contractor's primary representative for purposes of this Agreement. The President & CEO shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services hereunder. Contractor may not change its representative without the prior written approval of City, which approval shall not be unreasonably withheld.

7.0 Notices

7.3. 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 Contractor: Meals on Wheels OC
1200 Knollwood Circle
Anaheim, CA 92801
Attn: Holly Hagler, President & CEO

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

8.0 Permits and Licenses
Contractor and all of Contractor’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.
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9.0 Independent Contractor

9.1. Contractor 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 Contractor or by Contractor’s employees or other personnel under Contractor’s supervision. Contractor will determine the means, methods, and details by which Contractor’s employees and other personnel will perform the Services. Contractor 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 Contractor’s employees and other personnel performing any of the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor's exclusive direction and control. Contractor and Contractor’s personnel shall not supervise any of City’s employees; and City’s employees shall not supervise Contractor’s personnel.

Contractor’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 Contractor’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. Contractor shall acquire and maintain at its sole cost and expense such vehicles, equipment and supplies as Contractor’s personnel require to perform any of the Services required by this Agreement. Contractor shall perform all Services off of City premises at locations of Contractor’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 Contractor’s personnel to receive projects from City, review plans on file at City, pick up or deliver any work product related to Contractor’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 Contractor from time to time for Contractor’s personnel to obtain information about or to check on the status of projects pertaining to the Services under this Agreement.

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

Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, other 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, Contractor 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 6 of 19
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. Contractor 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 Contractor’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 Contractor under this Agreement any amount due to City from Contractor as a result of Contractor’s failure to promptly pay to City any reimbursement or indemnification arising under this Section. This duty of indemnification is in addition to Contractor’s duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. Contractor’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. Contractor agrees that, in providing its employees and any other personnel to City to perform any work or other Services under this Agreement, Contractor 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, Contractor 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. Contractor shall defend (with legal counsel approved by City, whose approval shall not be unreasonably withheld), indemnify and hold harmless City, and its 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 Contractor’s violation of any provisions of this Section 10.0. This duty of indemnification is in addition to Contractor’s duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. Contractor’s 7 of 19
indemnification and obligations under this Section shall survive the expiration or termination of this Agreement.

11.0 Confidentiality

11.1. Contractor 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 Contractor or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Contractor without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. Contractor, 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 Contractor gives City notice of such court order or subpoena.

11.2. Contractor shall promptly notify City should Contractor, 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 Contractor or be present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. 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. Contractor’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 & 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. Contractor shall not obtain or attempt to obtain copyright protection as to any Data & Documents.
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12.2. Contractor 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. Contractor 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. Contractor 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. Contractor 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, Contractor, 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, Contractor 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 Contractor prepares a document on a computer, Contractor 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. Contractor is fully responsible to City for the performance of any and all subcontractors.

14.0 Prohibition Against Assignment or Delegation
Contractor 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 9 of 19
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
Contractor 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. Contractor 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, Contractor 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. Contractor 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 Contractor when unsafe or harmful acts are observed or reported relative to the performance of the Services. Contractor shall maintain the work sites free of hazards to persons and property resulting from its operations.

Contractor shall immediately report to the City any hazardous condition noted by Contractor.

17.0 Insurance

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

17.2. Minimum Scope and Limits of Insurance. Contractor shall, at its sole cost and expense, procure, maintain and keep in full force and effect for the 10 of 19
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: Contractor 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 Contractor is a limited liability company, the commercial general liability coverage shall be amended so that Contractor and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds;

17.2.2. Automobile Liability Insurance: Contractor 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 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;

17.3. 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 Contractor, 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 Contractor or for which the Contractor is responsible. 11 of 19

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 Contractor shall provide endorsements on forms supplied or approved by 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 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 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 Contractor'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 designated volunteers and agents serving as independent contractors in the role of City officials, shall be excess of the Contractor'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. Contractor 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) Contractor 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. Contractor hereby waives all rights of subrogation against City. 12 of 19

17.10. City Remedy for Noncompliance. If Contractor 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 Contractor’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 Contractor’s expense, the premium thereon. Contractor shall promptly reimburse City for any premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Contractor.

17.11. Evidence of Insurance. Prior to the performance of Services under this Agreement, Contractor 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. Contractor may provide complete, certified copies of all required insurance policies to City. Contractor 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. Contractor 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. Contractor 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 Contractor shall not be construed as a limitation of Contractor’s liability or as full performance of Contractor’s duty to indemnify City under Section 18.0.

17.13. Broader Coverage/Higher Limits. If Contractor 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 Contractor. 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. Contractor 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. Indemnities.

18.1.1. To the fullest extent permitted by law, Contractor shall, at its sole cost and expense, protect, defend, hold harmless and indemnify City and its 13 of 19
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 accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively “Liabilities”), in law or equity, whether actual, alleged or threatened, which arise out of, pertain to, or relate to the acts or omissions of Contractor, its officers, agents, servants, employees, subcontractors, materialmen, suppliers, or contractors, or their officers, agents, servants or employees (or any entity or individual that Contractor shall bear the legal liability thereof) in the performance 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. Contractor 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. Contractor shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith.

18.1.2. Contractor shall indemnify and hold harmless City in accordance with Sections 9.0 and 10.0.

18.2. Subcontractor Indemnification. Contractor 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 Contractor in the performance of this Agreement. If Contractor fails to obtain such indemnities, Contractor shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Liabilities 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 Contractor’s subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Contractor’s subcontractor shall bear the legal liability thereof) in the performance 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.

18.3. Workers’ Compensation Acts Not Limiting. Contractor’s indemnification obligations under this Section, or any other provision of this Agreement, shall not be limited by the provisions of any workers’ compensation 14 of 19
act or similar act. Contractor 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.

18.4. Insurance Requirements Not Limiting. City does not, and shall not, waive any rights that it may possess against Contractor 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.

18.5. Survival of Terms. Contractor’s indemnifications and obligations under this Section 18.0 shall survive the expiration or termination of this Agreement.

19.0 Non-Discrimination and Equal Employment Opportunity Contractor affirmatively represents that it is an equal opportunity employer. In the performance of this Agreement, Contractor 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. Contractor 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, Contractor 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
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, Contractor 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.
15 of 19

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
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. Any dispute that arises under or relates to this Agreement (whether contract, tort or both) shall be resolved in a superior 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.

27.0 Prohibited Interests; Conflict of Interest

27.1. Contractor 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.

Contractor further covenants that, in performance of this Agreement, no person 16 of 19
having any such interest shall be employed by it. Furthermore, Contractor shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Contractor shall not accept any employment or representation during the term of this Agreement which is or may likely make Contractor "financially interested" (as provided in California Government Code §§ 1090 and 87100) in any decision made by City on any matter in connection with which Contractor has been retained.

27.2. Contractor further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Contractor, to solicit or obtain this Agreement. Nor has Contractor paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Contractor, 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 Contractor hereunder the full amount or value of any such fee, commission, percentage or gift.

27.3. Contractor 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 Contractor, and that if any such interest comes to the knowledge of Contractor at any time during the term of this Agreement, Contractor 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 Contractor 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 Contractor for anything done, furnished or relating to Contractor’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 Contractor, 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 liability by City for any defect or error in the work prepared by Contractor, its employees, subcontractors and agents.

29.0 Corrections
In addition to the indemnification obligations set forth above, Contractor shall correct, at its expense, all errors in the work which may be disclosed during City’s 17 of 19
review of Contractor’s report or plans. Should Contractor 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 Contractor. 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 Contractor under this Agreement up to the amount of the cost of correction.

30.0 Non-Appropriation of Funds
Payments to be made to Contractor 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 Contractor’s Services beyond the current fiscal year, this Agreement shall cover payment for Contractor’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 Contractor with all pertinent Data, documents and other requested information as is reasonably available for Contractor’s proper performance of the Services required under this Agreement.

31.2. Contractor’s Cooperation. In the event any claim or action is brought against City relating to Contractor’s performance of Services rendered under this Agreement, Contractor 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 losing party all of its attorneys’ fees and other costs incurred in connection therewith.

34.0 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 18 of 19
between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control.

35.0 Corporate Authority
The person executing this Agreement on behalf of Contractor 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 Contractor 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
By: _________________________
Jill R. Ingram, City Manager
Attest:

By: _________________________
Gloria D. Harper, City Clerk
Approved as to Form:

By: _________________________
Craig A. Steele, City Attorney
CONTRACTOR: Meals on Wheels OC
By: __________________________
Name:Holly Hagler
Its: President & CEO
By: __________________________
Name:Jane Roth
Its: Chief Financial Officer
(Please note, two signatures required for
corporations pursuant to California
Corporations Code Section 313 from
each of the following categories: (i) the
chairperson of the board, the president or
any vice president, and (ii) the secretary,
any assistant secretary, the chief
financial officer or any assistant treasurer
of such corporation.)

PROOF OF AUTHORITY TO BIND

CONTRACTING PARTY REQUIRED

EXHIBIT A
Contractor's Scope of Services
Under terms of this Agreement, Meals on Wheels OC shall provide:
a) Congregate Lunches containing at least one third of the recommended dietary allowance five (5) days per week or as feasible based on available funding and program design. b) Home Delivered Meals, consisting of breakfast, lunch, and dinner, will be provided five days per week or as feasible based on available funding. These Meals contain one hundred percent of the recommended dietary allowance for older adults and will be packaged for home delivery. Meals will be delivered five (5) days per week or as feasible based on available funding and program design.
c) Quarterly In-service training sessions for volunteers and Nutrition Program staff. d) Case Management services based on case worker's recommendations and client need. e) In-Home Services, as necessary based on case manager's recommendations and client need. f) Meals on Wheels OC shall provide the city 235 days of service annually for both home delivered and congregate meals.
g) Meals on Wheels OC shall provide quarterly reports identifying the quantity of meals of provided through this agreement
Under the terms of this Agreement, City shall provide:
a) One nutrition site where meals are served, available three (3) hours each day (10:00 a.m. - 1:00 p.m.), that is clean, neat, has adequate lighting and ventilation and meets all applicable health, fire, safety, and sanitation regulations.
b) Support for Meals on Wheels OC fundraisers.
c) City agrees to contribute $60,000 annually towards supporting the senior nutrition program to be paid in monthly payments of $5,000.

Scope of Services
Under terms of this Agreement, Meals on Wheels OC shall provide:
a) Congregate Lunches containing at least one third of the recommended dietary allowance five (5) days per week or as feasible based on available funding and program design. b) Home Delivered Meals, consisting of breakfast, lunch, and dinner, will be provided five days per week or as feasible based on available funding. These Meals contain one hundred percent of the recommended dietary allowance for older adults and will be packaged for home delivery. Meals will be delivered five (5) days per week or as feasible based on available funding and program design.
c) Quarterly In-service training sessions for volunteers and Nutrition Program staff. d) Case Management services based on case worker's recommendations and client need. e) In-Home Services, as necessary based on case manager's recommendations and client need. f) Meals on Wheels OC shall provide the city 235 days of service annually for both home delivered and congregate meals.
g) Meals on Wheels OC shall provide quarterly reports identifying the quantity of meals of provided through this agreement
Under the terms of this Agreement, City shall provide:
a) One nutrition site where meals are served, available three (3) hours each day (10:00 a.m. - 1:00 p.m.), that is clean, neat, has adequate lighting and ventilation and meets all applicable health, fire, safety, and sanitation regulations.
b) Support for Meals on Wheels OC fundraisers.
c) City agrees to contribute $60,000 annually towards supporting the senior nutrition program to be paid in monthly payments of $5,000.

Agenda Item I

AGENDA STAFF REPORT
DATE: November 14, 2022
TO: Honorable Mayor and City Council
THRU: Jill R. Ingram, City Manager
FROM: Alexa Smittle, Community Development Director
SUBJECT: Adoption of an Ordinance of the City of Seal Beach City Council Amending the City of Seal Beach Municipal Code
by Modifying Title 9 Chapter 9.60 Building Code thereof and Adopting by Reference the 2022 California Building Code, 2022 California Residential Code, 2022 California Electrical Code, 2022 California Mechanical Code, 2022 California
Plumbing Code, 2022 California Fire Code with Certain
Amendments, Additions and Deletions Thereto.
________________________________________________________________ SUMMARY OF REQUEST:

That the City Council:

1. Read by title only for the 2nd reading Ordinance 1700, amending the Seal Beach Municipal Code Chapter 9.60 by repealing Section 9.60.020 California Codes Adopted by Reference and Amended and substituting with new Section 9.60.020 California Codes adopted by reference and amend the California Code of Regulations, Title 24, Part 2 California Building Code, Part 2.5 California Residential Code, Part 3 California Electrical Code, Part 4 California Mechanical Code, Part 5 California Plumbing Code and Part 9 California Fire Code with Certain Amendments, Additions and Deletions Thereto pursuant to Local Findings; and,

2. Conduct a public hearing; and,

3. Adopt Ordinance 1700.

BACKGROUND AND ANALYSIS:

The first reading of Ordinance 1700 was conducted at the October 24, 2022 City Council meeting. As noted at that time, California Building, Residential, Fire, Electrical, Mechanical, and Plumbing Codes are periodically updated at the State level, and in turn, updated at the local level. The following background and analysis was provided in the previous staff report, without need for alteration between the two readings.