Agenda packet — Seal Beach City Council, January 9, 2023 (part 1 of 3)

A G E N D A

MEETING OF THE CITY COUNCIL
Monday, January 9, 2023 ~ 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
• Marine Safety Stat Wrap-up
• Orange County Fire Authority Fire Safety Hazard Presentation – Division 1 Chief Craig Covey
• Historic Resources Foundation Board Update

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

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

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

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

COUNCIL ITEMS – None

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

A. Approval of the December 12, 2022 and December 19, 2022 City Council Minutes - That the City Council approve the minutes of the Closed Session and Regular City Council meetings held on December 12, 2022 and the Adjourned Regular meeting held on December 19, 2022.

B. Demands on City Treasury (Fiscal Year 2023) January 9, 2023 - Ratification.

C. Monthly Investment Report – November 30, 2022 - Receive and file.

D. 2023 Calendar of Meeting Dates - That the City Council receive and file the 2023 calendar of meeting dates, which include the cancellation of the first meeting in July (10th) and the second meetings in August (28th), November (27th), and December (25th).

E. Professional Services Agreement with CivicStone, Inc. - That the City Council adopt Resolution 7354, approving a Professional Services Agreement with CivicStone, Inc. for $74,000 per Fiscal Year for three years for project management services related to the Leisure World Bathroom Accessibility Program.

F. Temporary Expansion of Bathroom Accessibility Program Through Community Development Block Grants - That the City Council adopt Resolution 7355: 1. Approving a Contract Between the County of Orange and City of Seal Beach to Receive $300,000 in Federal Community Development Block Grant Funds for a Bathroom Accessibility Program; and, 2. Authorizing the City Manager to execute all agreements necessary to accept funding, substantially in the form attached, with such changes as the City Manager and the County may mutually agree to that are approved by the City Attorney’s Office; and, 3. Approving Budget Amendment No. 23-07-02 in the amount of $300,000.

G. City of Seal Beach Participation in the Community Development Block Grant (CDBG) Program for Years 2023-2026 Grant Application - That the City Council adopt Resolution 7356: 1. Approving the on-going participation in the County of Orange Housing and Community Development Program for Fiscal Years 2023-24, 2024-25, and 2025-26 to fund the Leisure World Bathroom Accessibility Program; and, 2. Authorizing the City Manager to execute all agreements necessary to accept funding.

H. Amendment to Professional Services Agreement with Hodge and Associates - That the City Council adopt Resolution 7357 extending the Term of the Professional Services Agreement with Hodge and Associates until June 30, 2023.

I. Amendment to the Professional Services Agreement with Complete Paperless Solutions - That the City Council adopt Resolution 7358: 1.

Approving Amendment 1 to the Professional Services Agreement with Complete Paperless Solutions extending the term until June 30, 2023; and, 2.

Approve Budget Amendment No. 23-07-01 in the amount of $28,800.

J. Approval of Employment Agreement for Chief of Police Michael Henderson - That the City Council adopt Resolution 7359: 1. Approving the Executive Employment Agreement effective November 27, 2022 between the City of Seal Beach and Michael Henderson as the City of Seal Beach Chief of Police; and, 2. Authorizing the City Manager to execute the contract.

K. Professional Service Agreements to Implement Land Management Software - That the City Council: 1. Adopt Resolution 7360 approving a Professional Service Agreement with Infinity Technologies for $41,000; and, 2.

Adopt Resolution 7361 approving Amendment 1 to the Software as a Service Agreement with Tyler Technologies, increasing expenditures by $47,466 ($27,466 for Land Management Software and $20,000 for contingency for training and reconfiguration in Incode); and, 3. Adopt Resolution 7362 approving Amendment 1 to the Professional Service Agreement with Holistic System Integration Solutions, extending the term by six months; and, 4.

Authorize the City Manager to execute each agreement and amendment.

ITEMS REMOVED FROM THE CONSENT CALENDAR

PUBLIC HEARING
L. Short Term Rentals - That the City Council: 1. Conduct a public hearing to receive input and consider the Planning Commission’s recommendation to approve a Zone Text Amendment for Short Term Rentals; and, 2. Introduce, waive full reading, and read by title only Ordinance 1701, an Ordinance amending the City of Seal Beach Municipal Code by revising Section

11.4.05.135 of Chapter 11.2.05 of Title 11.

UNFINISHED / CONTINUED BUSINESS – None
NEW BUSINESS – None

ADJOURNMENT
Adjourn the City Council to Monday, January 23, 2023 at 5:30 p.m. to meet in closed session, if deemed necessary.

LITHIUM-ION BATTERY HAZARDS
Division Chief Craig Covey
Division 1
Lithium-Ion Battery Hazards
Lithium-Ion Battery Hazards
Lithium-Ion Battery Hazards
Lithium-Ion Battery Hazards
Lithium-Ion Battery Hazards
Lithium-Ion Battery Hazards
Lithium-Ion Battery Hazards
Lithium-Ion Battery Hazards
Lithium-Ion Battery Hazards
Lithium-Ion Battery Hazards
Lithium-Ion Battery Hazards
• When the lithium-ion batteries used in
the bikes are poorly made, overused,
or charged too long, though, they can
cause fires. “It’s very violent, very fast,
it’s hard to extinguish,” says Daniel E.

Flynn, chief fire marshal at the Bureau
of Fire Investigation in New York City’s
fire department. “In the battery pack,
when they do fail, they can shoot
these cells as far as 60 feet, so
multiple fires can be related to the
battery failing,” he says
Lithium-Ion Battery Hazards
Lithium-Ion Battery Hazards
• The London Fire Brigade says it handled more than 70 fires caused by electric bike and electric scooter batteries in 2021.

China, where e-bikes became popular far before they did in the U.S., tallied 10,000 electric bike fires from 2013 to 2017, with more than 200 deaths, according to an official 2018 release. In September, the U.S. Consumer Product Safety Commission
released a report in which it identified six deaths from 2017 to 2021 related to fires stemming from e-mobility devices, including bikes, scooters, and hoverboards.
• Specific data on the brands causing these fires isn’t available, but fire experts say they suspect that low-quality batteries from fringe players are often to blame.

Lithium-Ion Battery Hazards
Lithium-Ion Battery Hazards
Lithium-ion battery fire safety has
become a serious topic for the city
after incidents have steadily risen
in the past few years. So far this
year, FDNY said there have
been 191 fires and 140 injuries,
and six deaths from lithium-ion
fires in the city— far more than the
13 injuries as a result of such fires
in 2019, and the 79 in 2021.

August 19, 2022 – Santa Ana
Cause: thermal battery runaway
Lithium-Ion Battery Hazards
OCFA recommends these tips when charging and storing e-bikes and e-scooters to help prevent fires:
• Only purchase and use devices, batteries, and charging equipment that is listed by a nationally recognized testing lab and labeled accordingly.
• Only use the battery and the charger that was designed for, and came with, the device • Do not keep charging the device or device battery after it is fully charged. • Store e-bikes, e-scooters, and batteries away from exit doors and anything that can get hot or catch fire. • Stop using the e-bike or e-scooter if you notice any of these problems with the battery: unusual odor; change in color; too much heat; change in shape; leaking, smoking, or not keeping a charge. • Do not put lithium-ion batteries in the trash. Recycling is always the best option. Take the batteries to a battery recycling location or contact your local waste department for disposal instructions. • Only have device repairs performed by a qualified professional.

Lithium-Ion Battery Hazards
WWW.OCFA.ORG
Questions?
Division Chief Craig Covey - Division 1
Lithium-Ion Battery Hazards
Seal Beach
Historic Resources Foundation

MISSION

TO COLLECT, PRESERVE, PROMOTE, SHARE, AND CELEBRATE

THE HISTORIC RESOURCES AND CULTURAL HERITAGE OF SEAL BEACH

AS WELL AS ENSURE ITS PRESERVATION FOR PRESENT AND FUTURE GENERATIONS

THROUGH EDUCATIONAL AND COMMUNITY BENEFIT PROGRAMS
VISION

TO INSPIRE PRIDE, EXCITEMENT, AND PASSION

FOR THE HISTORY AND SPIRIT OF SEAL BEACH WITHIN THE COMMUNITY

THROUGH ACQUIRING AND SHARING KNOWLEDGE

IN A RELEVANT, ACCESSIBLE, AND INCLUSIVE MANNER
January 9, 2023 Update
1 BACKGROUND
2021
• Created by Council
• Filed Articles of
Incorporation
• Board members selected
2022
• Adopted bylaws
• Selected officers
• Wrote mission and vision
statements
• Received EIN
• Received non-profit status
• Opened bank account
• Updated CA Secretary of
State account
• Received $10,000 funding
allocation from Council
• Opened office in Old City
Hall
Funding
• Received $1,000 donation
from the Sarah Childs
Krueger Foundation Charity
Fund at the Long Beach
Community Foundation
• Received $1,000 donation
from Mayor Pro Tem Mike
Varipapa
Goals
• Transfer Red Car
• Launch website
• Open membership drive
• Purchase insurance and
fundraising software
• Create community events
Thank you!
Lauren Barich
Management Analyst
Office of the City Manager
[email protected]
Deb Machen
President
Seal Beach Historic
Resources Foundation
[email protected]
4 MISSION

TO COLLECT, PRESERVE, PROMOTE, SHARE, AND CELEBRATE

THE HISTORIC RESOURCES AND CULTURAL HERITAGE OF SEAL BEACH

AS WELL AS ENSURE ITS PRESERVATION FOR PRESENT AND FUTURE GENERATIONS

THROUGH EDUCATIONAL AND COMMUNITY BENEFIT PROGRAMS
VISION

TO INSPIRE PRIDE, EXCITEMENT, AND PASSION

FOR THE HISTORY AND SPIRIT OF SEAL BEACH WITHIN THE COMMUNITY

THROUGH ACQUIRING AND SHARING KNOWLEDGE

IN A RELEVANT, ACCESSIBLE, AND INCLUSIVE MANNER
1 Gloria Harper
Subject: FW: Question on one warrant for Jan. 9th Council meeting From: Jill Ingram <[email protected]>
Sent: Monday, January 09, 2023 3:52 PM
Cc: Executive Team <[email protected]>; Craig A. Steele <[email protected]>; Dana Engstrom <[email protected]>
Subject: RE: Question on one warrant for Jan. 9th Council meeting BCC: CITY COUNCIL
Please see response below to Schelly Sustarsic’s question regarding the warrant listing on tonight’s agenda.

As always, please call if you have any additional questions. Also, I would appreciate it if you would please let me know as soon as possible if you plan to pull any Consent Calendar items from the agenda to ensure staff and the City Clerk are prepared for a presentation tonight.

Thank you,
Jill
Jill R. Ingram, ICMA-CM
City Manager
City of Seal Beach - 211 Eighth Street, Seal Beach, CA 90740 (562) 431-2527, Ext. 1300

Civility Principles:

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.

For Information about Seal Beach, please see our city website: www.sealbeachca.gov NOTICE: This communication may contain privileged or other confidential information. If you are not the intended recipient of this communication, or an employee or agent responsible for delivering this communication to the intended recipient, please advise the sender by reply email and immediately delete the message and any attachments without copying or disclosing the contents.

From: Schelly Sustarsic <[email protected]>
Sent: Monday, January 9, 2023 11:04 AM
To: Jill Ingram <[email protected]>
Subject: Question on one warrant for Jan. 9th Council meeting 2 Jill,
I had one question for tonight's meeting:
#25600. 12/22/22. CalPERS. $400.00
Retired Annuitant Late Fees
What is this for?
This is a late fee from CalPERS for not reporting a retiree annuitant (former part-time employee) during the reporting period. This former part-time employee recently retired with a different agency and we were not notified with sufficient time to submit the required information. As a result, we have petitioned CalPERS to waive the late fee.

Thank you.

Schelly
Sent from my Verizon, Samsung Galaxy smartphone
City Council Meeting –
January 9, 2023
Preparation
• Interdepartmental/Mutual Aid
Coordination
• Emergency staffing
• Sand berm
• West End Pump Station
• Pump placements & relocations
• Sandbag availability
• Public outreach
• Pier closure
Post-Event
Assessment &
Reconstruction
• Property damage & No Injuries
• Sand berms reinforced
• Flooding at pier & parking lot areas mostly
• Pier condition evaluation and reconstruction
• Post-event clean-up and preparation for upcoming
events

State of
Emergency
Declaration
• January 4, 2023 – Winter Storm Emergency
Declared
• Possible emergency fund reimbursement
• Overtime
• Equipment/Rentals/Resources
• Consultant/Contractors
Forecast
• Tracking atmospheric rivers
• January 9-10 – start Monday night,
heavy Tuesday
• 5’ High Tides Tuesday, around
6p.m., most rain should be over
• Surf 3-6 feet
• January 14-16 – anticipate light to
moderate rain
• January 18-20 – anticipated storm,
details to come
• January 21-22 King Tides
Q&A
Agenda Item A

AGENDA STAFF REPORT
DATE: January 9, 2023
TO: Honorable Mayor and City Council
THRU: Jill R. Ingram, City Manager
FROM: Gloria D. Harper, City Clerk
SUBJECT: Approval of the December 12, 2022 and December 19, 2022 City Council Minutes
________________________________________________________________ SUMMARY OF REQUEST:

That the City Council approve the minutes of the Closed Session and Regular City Council meetings held on December 12, 2022, and the Adjourned Regular meeting held on December 19, 2022.

BACKGROUND AND ANALYSIS:

This section does not apply
ENVIRONMENTAL IMPACT:

There is no environmental impact related to this item.

LEGAL ANALYSIS:

No legal analysis is required for this item.

FINANCIAL IMPACT:

There is no financial impact for this item.

STRATEGIC PLAN:

This item is not applicable to the Strategic Plan.

RECOMMENDATION:

That the City Council approve the minutes of the Closed Session and Regular City Council meetings held on December 12, 2022, and the Adjourned Regular meeting held on December 19, 2022.

Page 2 ends

SUBMITTED BY: NOTED AND APPROVED:

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

A. Minutes – Closed Session, December 12, 2022
B. Minutes – Regular Session, December 12, 2022
C. Minutes – Regular Session, December 19, 2022
Seal Beach, California
December 12, 2022
The City Council met in Closed Session at 5:37 p.m. in City Hall Conference Room.

ROLL CALL

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

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

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

CLOSED SESSION
A. CONFERENCE WITH LABOR NEGOTIATOR Government Code §54957.6 City Negotiator(s): City Manager
Employee Organization(s):

Orange County Employees Association

ADJOURNMENT
Mayor Kalmick adjourned the Closed Session meeting at 6:20 p.m.

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

Joe Kalmick, Mayor
Attested:

Gloria D. Harper, City Clerk
Seal Beach, California
December 12, 2022
The City Council met in regular session at 7:00 p.m. in the City Council Chamber. Council Member Moore 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
Michael Henderson, Police Chief
Chris Pierce, Lieutenant, Marine Safety Department
Alexa Smittle, Director of Community Development
Barbara Arenado, Director of Finance/City Treasurer
Iris Lee, Acting Public Works Director
Gloria D. Harper, City Clerk
Dana Engstrom, Deputy City Clerk
Nick Nicholas, Police Captain
Chris Hendrix, Police Lieutenant

APPROVAL OF AGENDA & WAIVER OF FULL READING OF RESOLUTIONS AND

ORDINANCES
City Clerk Harper announced that twenty-six supplemental items were received after the posting of the agenda and were distributed to the City Council and made available to the public.

Council Member Massa-Lavitt moved, second by Council Member Sustarsic, to approve the agenda.

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

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

PUBLIC COMMUNICATIONS
Mayor Kalmick opened oral communications. Speakers: Stephanie Wade, Kori DeLeon, Jefferey Baum, Craig Lyon, Tom Rowe, Dickie Rodden, Lisa Mosa, Tiffany Smith, Lisa Landau, Matthew Terry, Leslie Carter, Kelly Wyatt, Brita Lemon, Joyce Ross-Parque, Jim Caviola, Calvin Midjourney, Karen Como, Diana Newton, Colvin English, and Collin Bagwell. Mayor Kalmick then closed oral communications.

CITY ATTORNEY REPORT
City Attorney Steele indicated the Council met in Closed Session to discuss the one item on the posted agenda and Council took no reportable action.

CITY MANAGER REPORT
City Manager Ingram formerly announced the promotions of Chief Henderson, Captain Nicholas, and Lieutenant Hendrix with a swearing in ceremony to take place later in the week.

City Manager Ingram asked City Clerk Harper to publicly reaffirm the following City Civility principles; treat everyone courteously, listen to other respectfully, exercise self-control, given open-minded consideration to all viewpoints; focus on the issues and avoid personalizing debate; and embrace respectful disagreement and dissent as democratic rights, inherent components of an inclusive public process, and tools for forging sound decisions. City Clerk Harper thanked the Council for their continued support regarding the City’s adopted Choose Civility principles.

City Manager Ingram introduced Community Development Director Smittle who summarized a temporary expansion of the Community Development Block Grant program opportunity and what it means for the City. Information for those interested is available on the City’s website at www.sealbeachca.gov.

City Manager Ingram announced that City Hall will be closed beginning Friday, December 23, 2022 through January 2, 2023. She wished the City Council, staff, and the community a happy, safe, and healthy holiday and New Year.

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

Council Member Moore attended the Tree Lighting Ceremony and the Christmas parade noting the City and the Lion’s Club did a tremendous job.

Mayor Pro Tem Varipapa attended the Tree Lighting Ceremony and the Christmas parade noting how great the events were and thanked the Chamber of Commerce, the City, the Police Department, and the Lion’s Club.

Council Member Sustarsic reported that she attended the State of the OC Sanitation District virtual event, a community open house for the West Ed property in Los Alamitos held at the Ayres Hotel, a holiday potluck at the City Yard, the Tree Lighting Ceremony, Small Business Saturday on Main Street, a bike lane meeting, the Seal Beach Christmas parade, and Breakfast with Santa. Additionally, she attended the Surviving Gun Violence meeting at McGaugh and thanked the Police Department for hosting this event and all the valuable information they provided.

Mayor Kalmick reported that he attended the Tree Lighting Ceremony, Breakfast with Santa, and the Christmas parade. He noted he loves how these events bring the community together. Additionally, he thanked staff for all they do every day, especially during such unprecedented times. He wished everyone a Merry Christmas, Happy Hannukah and a healthy beginning of a new year!

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.

City Clerk Harper provided a comprehensive background of the staff report and conducted the swearing in of reelected Council Member Joe Kalmick.

Council Member Massa-Lavitt moved, second by Council Member Moore to 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.

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

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

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

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 notto-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.

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
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.

Community Development Director Smittle provided a comprehensive background of the staff report and addressed Council Member questions.

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

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

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

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

UNFINISHED/CONTINUED BUSINESS
No unfinished/continued business items.

NEW BUSINESS
J. 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.” City Clerk Harper provided a comprehensive overview of the staff report. There were no Council Member questions.

Mayor Kalmick moved, second by Council Member Sustarsic to 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 MailedBallot Election Regulations with State Law and Provide for Pre-Election Campaign Reporting for Municipal Run-Off Elections.” City Clerk Harper took a roll call vote to continue Item J.

AYES: Kalmick, Massa-Lavitt, Moore, Sustarsic, Varipapa NOES: None
ABSENT: None
ABSTAIN: None
Motion carried
K. Proposed Changes to the Temporary Parklet Program - That the City Council adopt Resolution 7353, concluding the temporary parklet program.

City Manager Ingram provided some context to the item before turning the staff presentation over to Community Development Director Smittle who provided a comprehensive background on the item as well as addressed Council member comments and concerns.

There was consensus of the Council to do a reset of the parklets to clean up Main Street and reevaluate the Parklet Program at the Strategic Planning Workshop in March 2023.

Council Member Sustarsic moved, second by Council Member Massa-Lavitt to adopt Resolution 7353, concluding the temporary parklet program.

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

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

ADJOURNMENT
Mayor Kalmick adjourned the City Council meeting in memory of former Council Member and Mayor Morton Baum and Orange County Fire Authority Engineer Mike Tooley at 10:28 p.m., to Monday, December 19, 2022 at 5:00 p.m. to meet for an Adjourned Regular City Council meeting.
__________________________
Gloria D. Harper, City Clerk
City of Seal Beach
Approved: ___________________________
Joe Kalmick, Mayor
Attested: ____________________________
Gloria D. Harper, City Clerk
Seal Beach, California
December 19, 2022
The City Council met in a adjourned regular session at 5:06 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: Jill R. Ingram, City Manager
Michael Henderson, Police Chief
Gloria D. Harper, City Clerk

APPROVAL OF AGENDA & WAIVER OF FULL READING OF RESOLUTIONS AND

ORDINANCES
City Clerk Harper announced that were no supplemental items.

Council Member Sustarsic moved, second by Council Member Moore, to approve the agenda.

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

PUBLIC COMMUNICATIONS
Mayor Kalmick opened oral communications. Speakers: None. Mayor Kalmick then closed oral communications.

COUNCIL ITEMS
There were no Council items.

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

A. Second Reading and Adoption of Ordinance 1702 - That the City Council adopt Ordinance 1702 titled "An Ordinance of the City of Seal Beach Amending the Seal Beach Municipal Code to Properly Align the City’s MailedBallot Election Regulations with State Law and Provide for Pre-Election Campaign Reporting for Municipal Run-Off Elections.” 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
There were no public hearing items.

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 5:10 p.m., to Monday, January 9, 2023 at 5:30 p.m. to meet in Closed Session if deemed necessary. __________________________
Gloria D. Harper, City Clerk
City of Seal Beach
Approved: ___________________________
Joe Kalmick, Mayor
Attested: ____________________________
Gloria D. Harper, City Clerk

Agenda Item D

AGENDA STAFF REPORT
DATE: January 9, 2023
TO: Honorable Mayor and City Council
THRU: Jill R. Ingram, City Manager
FROM: Gloria D. Harper, City Clerk
SUBJECT: 2023 Calendar of Meeting Dates
________________________________________________________________ SUMMARY OF REQUEST:

That the City Council receive and file the 2023 calendar of meeting dates, which include the cancellation of the first meeting in July (10th) and the second meetings in August (28th), November (27th), and December (25th).

BACKGROUND AND ANALYSIS:

At the first City Council meeting of each year, the City Clerk’s Office prepares the City’s Meeting Calendar to be reviewed by the City Council. Traditionally, the first meeting in July (10th) and the second meeting in August (28th) are cancelled due to summer schedules, and the second meeting in November (27th) and the second meeting in December (25th) are cancelled due to the holidays.

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.

Page 2 ends

RECOMMENDATION:

SUBMITTED BY: NOTED AND APPROVED:

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

A. Seal Beach Meeting Calendar 2023
S M T W T F S S M T W T F S Holidays
1 2 3 4 5 6 7 1 2 3 4 New Year's Day (Observed Jan 2)
8 9 10 11 12 13 14 5 6 7 8 9 10 11 MLK Day (Jan 16)
15 16 17 18 19 20 21 12 13 14 15 16 17 18 Presidents' Day (Feb 20) 22 23 24 25 26 27 28 19 20 21 22 23 24 25 Memorial Day (May 29) 29 30 31 26 27 28 Independence Day (July 4)
Labor Day (Sept 4)
Veterans Day (Observed Nov 10)
S M T W T F S S M T W T F S Thanksgiving (Nov 23)
1 2 3 4 1 Day after (Nov 24)
5 6 7 8 9 10 11 2 3 4 5 6 7 8 Christmas Eve (Observed Dec 25) 12 13 14 15 16 17 18 9 10 11 12 13 14 15 Christmas Day (Observed Dec 26) 19 20 21 22 23 24 25 16 17 18 19 20 21 22
26 27 28 29 30 31 23 24 25 26 27 28 29
30 CITY COUNCIL
2nd & 4th Monday - 7:00 p.m.

Cancelled Meetings:

S M T W T F S S M T W T F S
1 2 3 4 5 6 1 2 3
7 8 9 10 11 12 13 4 5 6 7 8 9 10
14 15 16 17 18 19 20 11 12 13 14 15 16 17 PLANNING COMMISSION 21 22 23 24 25 26 27 18 19 20 21 22 23 24 1st & 3rd Monday - 7:00 p.m. 28 29 30 31 25 26 27 28 29 30 Postponed Meetings:

S M T W T F S S M T W T F S RECREATION & PARKS
1 1 2 3 4 5 COMMISSION
2 3 4 5 6 7 8 6 7 8 9 10 11 12 4th Wednesday - 6:00 p.m. 9 10 11 12 13 14 15 13 14 15 16 17 18 19 (except July, August, and December) 16 17 18 19 20 21 22 20 21 22 23 24 25 26
23 24 25 26 27 28 29 27 28 29 30 31 SEAL BEACH HISTORIC

RESOURCES FOUNDATION
30 31 1st & 3rd Thursday - 5:00 p.m.

CITY TREE ADVISORY BOARD
S M T W T F S S M T W T F S Meetings as required
1 2 1 2 3 4 5 6 7
3 4 5 6 7 8 9 8 9 10 11 12 13 14 EQCB
10 11 12 13 14 15 16 15 16 17 18 19 20 21 4th Wednesday - 6:00 p.m. 17 18 19 20 21 22 23 22 23 24 25 26 27 28
24 25 26 27 28 29 30 29 30 31 SB CABLE FOUNDATION
3rd Wednesday - 7:00 p.m.

S M T W T F S S M T W T F S
1 2 3 4 1 2
5 6 7 8 9 10 11 3 4 5 6 7 8 9
12 13 14 15 16 17 18 10 11 12 13 14 15 16
19 20 21 22 23 24 25 17 18 19 20 21 22 23
26 27 28 29 30 24 25 26 27 28 29 30
31 APRIL
July 10th, August 28th, November 27th and
December 25th
January 2nd & 16th, February 20th and
September 4th
CITY OF SEAL BEACH 2023 ~ MEETINGS

JANUARY FEBRUARY

NOVEMBER DECEMBER

MAY JUNE

JULY AUGUST

SEPTEMBER OCTOBER
MARCH
Agenda Item E

AGENDA STAFF REPORT
DATE: January 9, 2023
TO: Honorable Mayor and City Council
THRU: Jill R. Ingram, City Manager
FROM: Alexa Smittle, Community Development Director
SUBJECT: Professional Services Agreement with CivicStone, Inc. ________________________________________________________________ SUMMARY OF REQUEST:

That the City Council adopt Resolution 7354, approving a Professional Services Agreement with CivicStone, Inc. for $74,000 per Fiscal Year for three years for project management services related to the Leisure World Bathroom Accessibility Program.

BACKGROUND AND ANALYSIS:

Since 2005, the City of Seal Beach (City) has offered a grant program to Leisure World residents utilizing Federal Community Development Block Grant (CDBG) funds. The City is a sub-recipient of these funds, which must first be approved for expenditure by the County of Orange. CivicStone, Inc. has acted as the project manager for this program since its inception, helping nearly 1,400 homeowners obtain grant assistance to modify their bathrooms and facilitated aging in place.

As the project manager, CivicStone works directly with applicants to market the program, determine eligibility, complete application packages, and oversee multiple contractors to execute the renovation work. In addition, CivicStone completes and maintains all compliance reporting. As CDBG is a federally-funded program, the reporting requirements are onerous and detailed.

The contract is for a three-year term, Fiscal Years 2023-24, 2024-25, and 2025- 26, which parallels the grant application the City has submitted to the County of Orange for funding. The contract amount is set at $74,000 per year. Prior to the pandemic, the City supported all administrative costs associated with the program, however, during the last two years, the County approved a portion of the grant funds to cover some of the administrative costs. This fiscal year, for example, the City will use only $35,000 from the General Fund to support the program. However, it is unknown at this time whether or not the County will continue to allow some administrative costs to be funded by the grant. As such, Resolution 7354 has been drafted to allow expenditures up to $74,000 per year.

Page 2 ends

ENVIRONMENTAL IMPACT:

There is no environmental impact related to this item.

LEGAL ANALYSIS:

This item has been approved as to form.

FINANCIAL IMPACT:

Up to $74,000 per Fiscal Year for 2023-24, 2024-25, and 2025-26. These funds will be included in the City’s Annual Budget.

STRATEGIC PLAN:

This item is not applicable to the Strategic Plan.

RECOMMENDATION:

SUBMITTED BY: NOTED AND APPROVED:

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

A. Resolution 7354
B. Professional Services Agreement with CivicStone, Inc.

RESOLUTION 7354

A RESOLUTION OF THE SEAL BEACH CITY COUNCIL APPROVING

AND AUTHORIZING A PROFESSIONAL SERVICES AGREEMENT
WITH CIVICSTONE, INC.

WHEREAS, the City of Seal Beach (City) has applied for federal Community Development Block Grant funds to provide a Bathroom Accessibility Program for the Leisure World Community; and,
WHEREAS, an expert project manager is needed to facilitate and manage delivery of the grant funds to eligible residents to facilitate aging in place through bathroom renovations; and,
WHEREAS, the City desires to enter in to an agreement with CivicStone, Inc. to be the project manager for the program; and,
WHEREAS, CivicStone is highly qualified consulting firm, and has served the City well in this role previously; and,
WHEREAS, City and CivicStone wish to enter into this Agreement to provide expert support and service for the City’s Bathroom Accessibility Program; and, NOW, THEREFORE, THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE:

Section 1. The City Council hereby approves the Professional Services Agreement with CivicStone, Inc. as set forth in Exhibit “A”, attached hereto and incorporated herein by this reference as through set forth in full, with a term extending from July 1, 2024 through June 30, 2026, and providing CivicStone, Inc. compensation for the term with the rates shown on the fee schedule set forth in the Agreement, in an amount not to exceed $74,000 (seventy-four thousand dollars) per fiscal year.

Section 2. The Council hereby directs the City Manager to execute the Agreement on behalf of the City.

PASSED, APPROVED and ADOPTED by the Seal Beach City Council at a regular meeting held on the 9th day of January, 2023 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 7354 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 9th day of January, 2023.

Gloria D. Harper, City Clerk

PROFESSIONAL SERVICES AGREEMENT
between
City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
&
CivicStone, Inc.
4195 Chino Hills Parkway #267
Chino Hills, CA 91709
(909) 364-9000
This Professional Service Agreement (“the Agreement”) as approved on January 9, 2023, to be effective as of July 1, 2023 (the “Effective Date”), by and between CIVICSTONE, INC. (“Consultant”), a California corporation, and the City of Seal Beach (“City”), a California charter city, (collectively, “the Parties”). 2 of 19

RECITALS
A. City desires to continue certain professional services provided on an ongoing basis by Consultant.

B. Pursuant to the authority provided by its City Charter and Seal Beach Municipal Code § 3.20.025(C), City desires to continue to engage to provide professional services in the manner set forth herein and more fully described in Section 1.0.

C. Consultant represents that the principal members of its firm are qualified professional Grant Administrators 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 as of the Effective Date and shall continue for a term of three (3) years (“Original Term”) and shall expire at midnight on June 30, 2026 unless sooner terminated or extended as provided by 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 $74,000 (seventy-four thousand dollars) per fiscal year, for a total contact amount of $222,000 (twohundred twenty-two dollars) for the Original 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. Monique Miner is the Consultant's primary representative for purposes of this Agreement. Monique Miner 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

7.3. 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 Consultant: CivicStone, Inc.
4195 Chino Hills Parkway #267
Chino Hills, CA 91709
Attn: Monique Miner

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
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

9.2. 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.

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.
9 of 19

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.

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.

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

17.3. 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 11 of 19
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.

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 12 of 19
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.

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 13 of 19
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. Indemnities.

18.1.1. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, defend, hold harmless and indemnify 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 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, 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.

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

18.2. 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 Liabilities in law or equity, whether actual, alleged or threatened, which arise 14 of 19
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 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. 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.

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

18.5. 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, agephysical 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
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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
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 16 of 19
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 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 17 of 19
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
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.
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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.

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
CONSULTANT: CivicStone, Inc., a California Corporation
By: __________________________
Name:Monique Miner
Its: Owner Corporate Secretary
By: __________________________
Name:___
Its:
(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.)

EXHIBIT A

SCOPE OF SERVICES
CivicStone will oversee the day-to-day operations of the Leisure World Grant Administration by assisting applications interested in participating in the Program, coordinanting contract execution, facilitating and monitoring rehabilitahtion projects, file management, and reporting.

At the beginning of each fiscal year fo funding, CivicStone will update contractor pricing and prepare a marketing outreach strategy includign preparing flyers and advertising.

Once the advertising period is over, CivicStone will coordianta a lottery drawing and selection process if needed.

PHASE SCOPE OF SERVICES
Initial Contact Includes initial contact with applicants, answering questions via phone and/or email, as well as preaparing and mailing out application packages
Application Review Once applications are returned, CivicStone will review the application based on program guidelines and verify eligibility for the grant. It includes requesting additonal information, and or workng with applicants to property complete the application. If an applicaiotn meets the approval guidelines, an approval letter and necessary rehabilitaiton agreemetns will be prepared for the applicant’s signature.

Initial Inspection Rehabilitation agreements will be sent to the contractors and homeowners for signatures. The phase also includes taking exact measurement sof work to be performed along with working up a bid write-up and price estimate. A construciton start date is scheduled with the homeowner and contractos scheduled to perform the work.

Payment Inspection
and Project
Completion
Once construction is completed, CivicStone will review contractor invoices and work bid write-ups, prepare escrow disbursement for paments to contractors, prepare waiver release forms and mail to the applications, release payments to the contractor(s), and manage application files.

Reimbursement
Request
This phase includes preparing “Appendix A” reports for each applicant pursuant to the CDBG / County of Orange guidelines.

CivicStone willw ork on GPR report each month for reimbursement.

Will prepare an invoice for the County of Orange and follow up on reimbursement payents. Will coordinate all file manaeement documents and manage a comprehensive program database.

Additional Services CivicStone will provide administrative support to the City, including preparation of grant applications and reporting materials. If needed, CivicStone will assist in any additional processes related to auditing of the program.

FEE SCHEDULE:

CivicStone will bill the City on a monthly basis and submit a detailed, line item invoice based upon the hourly feee schedule represented below, plus reimvursable expenses.

The billing rates are as follows:
- Monique Miner $110 per hour
- Project Coordinator $ 85 per hour
- Construction Specialist $ 85 per hour

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: January 9, 2023
TO: Honorable Mayor and City Council
THRU: Jill R. Ingram, City Manager
FROM: Alexa Smittle, Community Development Director
SUBJECT: Temporary Expansion of Bathroom Accessibility Program Through Community Development Block Grants
________________________________________________________________ SUMMARY OF REQUEST:

That the City Council adopt Resolution 7355:

1. Approving a Contract Between the County of Orange and City of Seal Beach to Receive $300,000 in Federal Community Development Block Grant Funds for a Bathroom Accessibility Program; and,

2. Authorizing the City Manager to execute all agreements necessary to accept funding, substantially in the form attached, with such changes as the City Manager and the County may mutually agree to that are approved by the City Attorney’s Office; and,

3. Approving Budget Amendment No. 23-07-02 in the amount of $300,000.

BACKGROUND AND ANALYSIS:

Since 2005, the City of Seal Beach has received Community Development Block Grant (CDBG) funds for a Bathroom Accessibility Program in Leisure World through a contractual agreement with the County of Orange (County). The program is offered to residents of Leisure World with income levels below 80 percent of the area median income; and the funds are used to better accommodate aging in place by making bathrooms more accessible. Fiberglass tubs are cut down to be walkin units, anti-slip flooring, shower seats, grab bars, and other similar improvements are installed to help the bathroom function effectively for the resident.

As a part of the Federal response to the Coronavirus pandemic, additional funds were provided to communities through the CDBG program, referred to as CDBGCV funds. The County is offering the City $300,000 to fund a one-time expansion of the existing Bathroom Accessibility Program utilizing CDBG-CV dollars. For this

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special circumstance, all activities, including administrative functions, will be paid for by the grant without a funding match requirement.

This expanded program will be offered to all qualified residents of Seal Beach, and is not limited to Leisure World. Residents must be age 55 or older, and have incomes below the area median income. Qualifying income levels are established by the State annually and vary based upon the number of people in the household.

For a two-person household, the qualifying income limit would be $86,750.

Applicants will also need a doctor’s note, indicating the improvements will help address existing health issues, including pain. Further information, including the grant application, is available on the City’s website. Due to Federal deadlines, all funds must be expended by August 31, 2023.

ENVIRONMENTAL IMPACT:

There is no environmental impact related to this item.

LEGAL ANALYSIS:

This item was reviewed as to form.

FINANCIAL IMPACT:

There is no impact to the General Fund for this item, expenditures are grant funded. However, the City Council must approve Budget Amendment No. 23-07- 02 to incorporate the award of the grant and authorize the expenditure of the grant funds.

Description Account Revised/
Adopted
Budget
Proposed
Budget
Budget (diff)
Amendment
CDBG-CV 215-000-0000-42026 $ - $ 300,000 $ 300,000
Contract
Professional –

CDBG-CV
215-300-0038-51280 $ - $ 300,000 $ 300,000
STRATEGIC PLAN:

This item is not applicable to the Strategic Plan.

RECOMMENDATION:

That the City Council adopt Resolution 7355:

1. Approving a Contract Between the County of Orange and City of Seal Beach to Receive $300,000 in Federal Community Development Block Grant Funds for a Bathroom Accessibility Program; and,

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3. Approving Budget Amendment No. 23-07-02 in the amount of $300,000.

SUBMITTED BY: NOTED AND APPROVED:

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

A. Resolution 7355
B. Contract Between the County of Orange and City of Seal Beach RESOLUTION 7355

A RESOLUTION OF THE SEAL BEACH CITY COUNCIL APPROVING

AN AGREEMENT BETWEEN THE CITY OF SEAL BEACH AND THE

COUNTY OF ORANGE FOR USE OF COMMUNITY DEVELOPMENT

BLOCK GRANT FUNDS FOR A BATHROOM ACCESSIBILITY

PROGRAM
WHEREAS, the Housing and Community Development Act of 1974 authorizes cities under 50,000 in population to enter into cooperative agreements with the county in which they are located for the purpose of undertaking essential community development activities utilizing Community Development Block Grant (CDBG) funds. The Federal government requires participating cities to provide certifications that the funds will be obtained and utilized pursuant to Federal law and policy; and, WHEREAS, the City of Seal Beach has managed a Bathroom Accessibility Program for seventeen years through a contractual agreement with the County of Orange for CDBG funds with a demonstrated record of success; and,
WHEREAS, through the Coronavirus Aid, Relief, and Economic Security (CARES) Act, H.R. 748, additional CDBG funds were awarded to the County of Orange; and, WHEREAS, the City of Seal Beach desires to enter into a Contract with the County of Orange to accept the award of $300,000 in CDBG funds for an expanded Bathroom Accessibility Program, and authorizes the execution of the necessary agreements, contracts and amendments and other corresponding documentation to accept the CDBG funds.

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

Section 1. The City of Seal Beach hereby accepts the award of $300,000 in CDBG funds through the County of Orange, which will be used to support the City of Seal Beach’s Housing Rehabilitation Project, City of Seal Beach, Bathroom Accessibility Program.

Section 2. The City of Seal Beach authorizes the City Manager to execute, for and on behalf of the City of Seal Beach, the necessary agreements(s) and/or any other documents or instruments or actions required by the County substantially in the form attached, with such changes as the City Manager and the County may mutually agree to that are approved by the City Attorney’s Office, and/or documents required by the United States Department of Housing and Urban Development, for acceptance of the CDBG funds supplied through the CARES Act.

Section 3. The City Council hereby approves Budget Amendment No. 23-01-01 in the amount of $300,000, allocating as follows:

Description Account Revised/
Adopted
Budget
Proposed
Budget
Budget (diff)
Amendment
CDBG-CV 215-000-0000-42026 $ - $ 300,000 $ 300,000
Contract
Professional –

CDBG-CV
215-300-0038-51280 $ - $ 300,000 $ 300,000
PASSED, APPROVED AND ADOPTED by the Seal Beach City Council at a regular meeting held on January 9, 2023 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 7355 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 9th day of January, 2023.

Gloria D. Harper, City Clerk
County of Orange Page 1 of 47 City of Seal Beach
OC Community Resources Contract # 012-23010639-CV
CONTRACT # 012-23010639-CV
FOR
CORONAVIRUS AID, RELIEF, AND ECONOMIC SECURITIES (CARES) ACT, H.R.748

COMMUNITY DEVELOPMENT BLOCK GRANT

HOUSING REHABILITATION

SEAL BEACH BATHROOM ACCESSIBILITY PROGRAM

BETWEEN

COUNTY OF ORANGE
AND

CITY OF SEAL BEACH
CFDA# FAIN# PROGRAM/SERVICE TITLE FUNDING AGENCY

14.218 Pending Coronavirus Aid, Relief, and
Economic Security (CARES)
Act, H.R. 748
Community Development Block
Grant (CDBG)/Housing
Rehabilitation, Public Facilities
& Improvements, and/or Public
Services
U.S. Housing & Urban
Development (HUD)
County of Orange Page 2 of 47 City of Seal Beach
OC Community Resources Contract # 012-23010639-CV
Table of Contents
RECITALS............................................................................................................................... 6 General Terms and Conditions: ........................................................................................... 8 A. Governing Law and Venue:........................................................................................ 8 B. Entire Contract:........................................................................................................... 8 C. Amendments:.............................................................................................................. 8 D. Intentionally left blank................................................................................................ 8 E. Delivery:....................................................................................................................... 8 F. Acceptance Payment:................................................................................................. 8 G. Intentionally left blank:............................................................................................... 8 H. Patent/Copyright Materials/Proprietary Infringement:............................................. 8 I. Assignment:................................................................................................................ 9 J. Non-Discrimination:.................................................................................................... 9 K. Termination:................................................................................................................ 9 L. Consent to Breach Not Waiver:................................................................................. 9 M. Independent Subrecipient:......................................................................................... 9 N. Performance Warranty: .............................................................................................. 9 O. Insurance Requirements:......................................................................................... 10 P. Changes: ................................................................................................................... 13 Q. Change of Ownership/Name, Litigation Status, Conflicts with County Interest: 13 R. Force Majeure: .......................................................................................................... 14 S. Confidentiality:.......................................................................................................... 14 T. Compliance with Laws: ............................................................................................ 14 U. Intentionally left blank.............................................................................................. 14 V. Severability: .............................................................................................................. 14 W. Attorney Fees:........................................................................................................... 14 X. Interpretation: ........................................................................................................... 15 Y. Employee Eligibility Verification: ............................................................................ 15 Z. Indemnification:........................................................................................................ 15 AA. Audits/Inspections:................................................................................................... 15 BB. Contingency of Funds:............................................................................................. 16 CC. Expenditure Limit: .................................................................................................... 16 Additional Terms and Conditions:..................................................................................... 17

1. Scope of Contract:.................................................................................................... 17

2. Term of Contract....................................................................................................... 17 County of Orange Page 3 of 47 City of Seal Beach
OC Community Resources Contract # 012-23010639-CV

3. Renewal:.................................................................................................................... 17

4. Maximum Obligation: ............................................................................................... 17

5. Amendments - Changes/Extra Work:...................................................................... 17

6. Breach of Contract: .................................................................................................. 17

7. Conditions Affecting Work: ..................................................................................... 18

8. Civil Rights:............................................................................................................... 18

9. Conflict of Interest – Subrecipient’s Personnel:.................................................... 18

10. Conflict of Interest – County Personnel: ................................................................ 18

11. Consulting Contract – Follow-On Work:................................................................. 18

12. Project Manager, County: ........................................................................................ 19

13. Subrecipient’s Project Manager and Key Personnel:............................................ 19

14. Subrecipient Personnel – Reference Checks:........................................................ 19

15. Data – Title To ........................................................................................................... 19

16. Licenses .................................................................................................................... 20

17. Disputes – Contract:................................................................................................. 20

18. EDD Independent Subrecipient Reporting Requirements: ................................... 20

19. Emergency/Declared Disaster Requirements: ....................................................... 21

20. Errors and Omissions: ............................................................................................. 21

21. Non-Supplantation of Funds: .................................................................................. 22

22. Satisfactory Work ..................................................................................................... 22

23. Access and Records: ............................................................................................... 22

24. Signature in Counterparts........................................................................................ 23

25. Reports/Meetings...................................................................................................... 23

26. Subcontracting: ........................................................................................................ 23

27. Equal Employment Opportunity:............................................................................. 23

28. Gratuities................................................................................................................... 24

29. News/Information Release:...................................................................................... 24

30. Notices....................................................................................................................... 24

31. Ownership of Documents ........................................................................................ 25

32. Precedence: .............................................................................................................. 25

33. Termination – Orderly: ............................................................................................. 25

34. County Branding Requirements – Publicity, Literature, Advertisement and Social Media: ….................................................................................................................. 25 Program Specific Terms and Conditions: ......................................................................... 27

35. Debarment:................................................................................................................ 27

36. Lobbying: .................................................................................................................. 27 County of Orange Page 4 of 47 City of Seal Beach
OC Community Resources Contract # 012-23010639-CV

37. Fraud:......................................................................................................................... 27

38. Fiscal Accountability:............................................................................................... 27

39. Performance Standards: .......................................................................................... 28

40. Budget Schedule:. .................................................................................................... 28

41. Payment Requirements:........................................................................................... 28

42. Modification of Budget:............................................................................................ 30

43. Annual Audit: . ......................................................................................................... 30

44. D-U-N-S Number and Related Information: ............................................................ 30

45. Program Income: ...................................................................................................... 31

46. Performance:............................................................................................................. 31

47. Performance Monitoring: ......................................................................................... 33

48. Federal Administrative and Related Requirements:.............................................. 33

49. Definitions: ................................................................................................................. 44 Signature Page .................................................................................................................... 47 County of Orange Page 5 of 47 City of Seal Beach
OC Community Resources Contract # 012-23010639-CV

ATTACHMENTS
Attachment A - Scope of Services
Attachment B - Payment/Compensation
Attachment C - Budget Schedule
Attachment D - Staffing Plan
Attachment E - Performance Standards

EXHIBITS
Exhibit 1– OC Community Resources Contract Reimbursement Policy Exhibit 2 – Drug Free Workplace Certification
Exhibit 3 – Debarment and Suspension Certificate
Exhibit 4 – Disclosure Form to Report Lobbying
Exhibit 5 - Lobbying Certification
County of Orange Page 6 of 47 City of Seal Beach
OC Community Resources Contract # 012-23010639-CV
Contract # 012-23010639-CV
with
City of Seal Beach
for
Coronavirus Aid, Relief, and Economic Security (CARES) Act, H.R. 748 Community Development Block Grant
Seal Beach Bathroom Accessibility Program
This Contract # 012-23010627-CV for Coronavirus Aid, Relief, and Economic Security (CARES) Act, H.R. 748/ Community Development Block Grant/ Seal Beach Bathroom Accessibility Program (hereinafter referred to as “Contract”) is made and entered into as of the date fully executed by and between the County of Orange, a political subdivision of the State of California; hereinafter referred to as “County” and City of Seal Beach, D-U-N-S # 060752607 and UEI # J2JWJVWQ8EA6, a California Municipality, with a place of business at 211 Eighth Street, Seal Beach, CA 90740 (hereinafter referred to as “Subrecipient”), with County and Subrecipient sometimes referred to as “party” or collectively as “parties”.

ATTACHMENTS
This Contract is comprised of this document and the following Attachments, which are attached hereto and incorporated by reference into this Contract:

Attachment A – Scope of Services
Attachment B – Payment/Compensation
Attachment C – Budget Schedule
Attachment D – Staffing Plan
Attachment E - Performance Standards
Exhibit 1– OC Community Resources Contract Reimbursement Policy Exhibit 2 – Drug Free Workplace Certification
Exhibit 3 – Debarment and Suspension Certificate
Exhibit 4 – Disclosure Form to Report Lobbying
Exhibit 5 – Certification Regarding Lobbying

RECITALS
WHEREAS, Subrecipient and County are entering into this Contract for Coronavirus Aid, Relief, and Economic Security (CARES) Act, H.R. 748/ Community Development Block Grant/ Seal Beach Bathroom Accessibility Program under a cost reimbursement Contract; and WHEREAS, County solicited, under Agenda Staff Report approved by the Board of Supervisors of Orange County on November 8, 2022, this Contract for services as set forth herein, and Subrecipient represented that it is qualified to provide Coronavirus Aid, Relief, and Economic Security (CARES) Act, H.R. 748 / Community Development Block Grant / Americans with Disabilities Act (ADA) Pedestrian Accessibility Improvements Project: Phase 6(B) to the County as further set forth here; and
County of Orange Page 7 of 47 City of Seal Beach
OC Community Resources Contract # 012-23010639-CV
WHEREAS, Subrecipient agrees to provide Coronavirus Aid, Relief, and Economic Security (CARES) Act, H.R. 748/ Community Development Block Grant/ Seal Beach Bathroom Accessibility Program to the County as further set forth in the Scope of Service, attached hereto as Attachment A; and
WHEREAS, County agrees to pay Subrecipient based on the schedule of fees set forth in Payment/Compensation, attached hereto as Attachment B; and WHEREAS, Subrecipient agrees to manage allotted funding set forth in the Budget Schedule, attached hereto as Attachment C; and
WHEREAS, Subrecipient agrees to provide staff set forth in Staffing Plan, attached hereto as Attachment D; and
WHEREAS, Subrecipient agrees to meet the Performance Standards requirements set forth in attached hereto as Attachment E; and
WHEREAS, the County Board of Supervisors has authorized the OC Community Resources Director or his designee to enter into a Contract for Coronavirus Aid, Relief, and Economic Security (CARES) Act, H.R. 748/ Community Development Block Grant/ Seal Beach Bathroom Accessibility Program with the Subrecipient to carry out certain program services and activities;
NOW, THEREFORE, the Parties mutually agree as follows:

County of Orange Page 8 of 47 City of Seal Beach
OC Community Resources Contract # 012-23010639-CV

ARTICLES
General Terms and Conditions:

A. Governing Law and Venue: This Contract has been negotiated and executed in the State of California and shall be governed by and construed under the laws of the State of California. In the event of any legal action to enforce or interpret this Contract, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394.

Furthermore, the parties specifically agree to waive any and all rights to request that an action be transferred for adjudication to another county.

B. Entire Contract: This Contract contains the entire Contract between the parties with respect to the matters herein, and there are no restrictions, promises, warranties or undertakings other than those set forth herein or referred to herein. No exceptions, alternatives, substitutes or revisions are valid or binding on County unless authorized by County in writing. Electronic acceptance of any additional terms, conditions or supplemental Contracts by any County employee or agent, including but not limited to installers of software, shall not be valid or binding on County unless accepted in writing by County’s Contract Administrator.

C. Amendments: No alteration or variation of the terms of this Contract shall be valid unless made in writing and signed by the parties; no oral understanding or agreement not incorporated herein shall be binding on either of the parties; and no exceptions, alternatives, substitutes or revisions are valid or binding on County unless authorized by County in writing.

D. Intentionally left blank
E. Delivery: Time of delivery of goods or services is of the essence in this Contract.

County reserves the right to refuse any goods or services and to cancel all or any part of the goods not conforming to applicable specifications, drawings, samples or descriptions or services that do not conform to the prescribed Scope of Services.

Acceptance of any part of the order for goods shall not bind County to accept future shipments nor deprive it of the right to return goods already accepted at Subrecipient’s expense. Over shipments and under shipments of goods shall be only as agreed to in writing by County. Delivery shall not be deemed to be complete until all goods or services have actually been received and accepted in writing by County.

F. Acceptance Payment: Unless otherwise agreed to in writing by County, 1) acceptance shall not be deemed complete unless in writing and until all the goods/services have actually been received, inspected, and tested to the satisfaction of County, and 2) payment shall be made in arrears after satisfactory acceptance.

G. Intentionally left blank:

H. Patent/Copyright Materials/Proprietary Infringement: Unless otherwise expressly provided in this Contract, Subrecipient shall be solely responsible for clearing the right County of Orange Page 9 of 47 City of Seal Beach
OC Community Resources Contract # 012-23010639-CV
to use any patented or copyrighted materials in the performance of this Contract.

Subrecipient warrants that any software as modified through services provided hereunder will not infringe upon or violate any patent, proprietary right, or trade secret right of any third party. Subrecipient agrees that, in accordance with the more specific requirement contained in paragraph “Z” below, it shall indemnify, defend and hold County and County Indemnitees harmless from any and all such claims and be responsible for payment of all costs, damages, penalties and expenses related to or arising from such claim(s), including, costs and expenses but not including attorney’s fees.

I. Assignment: The terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors, executors, administrators and assigns of the parties.

Furthermore, neither the performance of this Contract nor any portion thereof may be assigned by Subrecipient without the express written consent of County. Any attempt by Subrecipient to assign the performance or any portion thereof of this Contract without the express written consent of County shall be invalid and shall constitute a breach of this Contract.

J. Non-Discrimination: In the performance of this Contract, Subrecipient agrees that it will comply with the requirements of Section 1735 of the California Labor Code and not engage nor permit any subcontractors to engage in discrimination in employment of persons because of the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, or sex of such persons.

Subrecipient acknowledges that a violation of this provision shall subject Subrecipient to penalties pursuant to Section 1741 of the California Labor Code.

K. Termination: In addition to any other remedies or rights it may have by law, County has the right to immediately terminate this Contract without penalty for cause or after 30 days’ written notice without cause, unless otherwise specified. Cause shall be defined as any material breach of contract, any misrepresentation or fraud on the part of the Subrecipient. Exercise by County of its right to terminate the Contract shall relieve County of all further obligation.

L. Consent to Breach Not Waiver: No term or provision of this Contract shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether express or implied, shall not constitute consent to, waiver of, or excuse for any other different or subsequent breach.

M. Independent Subrecipient: Subrecipient shall be considered an independent contractor and neither Subrecipient, its employees, nor anyone working under Subrecipient shall be considered an agent or an employee of County. Neither Subrecipient, its employees nor anyone working under Subrecipient shall qualify for workers’ compensation or other fringe benefits of any kind through County.

N. Performance Warranty: Subrecipient shall warrant all work under this Contract, taking necessary steps and precautions to perform the work to County’s satisfaction.

Subrecipient shall be responsible for the professional quality, technical assurance, timely completion and coordination of all documentation and other goods/services County of Orange Page 10 of 47 City of Seal Beach
OC Community Resources Contract # 012-23010639-CV
furnished by the Subrecipient under this Contract. Subrecipient shall perform all work diligently, carefully, and in a good and workmanlike manner; shall furnish all necessary labor, supervision, machinery, equipment, materials, and supplies, shall at its sole expense obtain and maintain all permits and licenses required by public authorities, including those of County required in its governmental capacity, in connection with performance of the work. If permitted to subcontract, Subrecipient shall be fully responsible for all work performed by subcontractors.

O. Insurance Requirements:

Prior to the provision of services under this Contract, the Subrecipient agrees to purchase all required insurance at Subrecipient’s expense, including all endorsements required herein, necessary to satisfy the County that the insurance provisions of this Contract have been complied with. Subrecipient agrees to keep such insurance coverage, Certificates of Insurance, and endorsements on deposit with the County during the entire term of this Contract. In addition, all subcontractors performing work on behalf of Subrecipient pursuant to this Contract shall obtain insurance subject to the same terms and conditions as set forth herein for Subrecipient.

Subrecipient shall ensure that all subcontractors performing work on behalf of Subrecipient pursuant to this Contract shall be covered under Subrecipient’s insurance as an Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for Subrecipient. Subrecipient shall not allow subcontractors to work if subcontractors have less than the level of coverage required by County from Subrecipient under this Contract. It is the obligation of Subrecipient to provide notice of the insurance requirements to every subcontractor and to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance must be MAINTAINED by Subrecipient through the entirety of this Contract for inspection by County representative(s) at any reasonable time.

All self-insured retentions (SIRs) shall be clearly stated on the Certificate of Insurance.

Any self-insured retention (SIR) in an amount in excess of Fifty Thousand Dollars ($50,000) shall specifically be approved by the County’s Risk Manager, or designee, upon review of Subrecipient’s current audited financial report. If Subrecipient’s SIR is approved, Subrecipient, in addition to, and without limitation of, any other indemnity provision(s) in this Contract, agrees to all of the following:
1) In addition to the duty to indemnify and hold the County harmless against any and all liability, claim, demand or suit resulting from Subrecipient’s, its agents, employee’s or subcontractor’s performance of this Contract, Subrecipient shall defend the County at its sole cost and expense with counsel approved by Board of supervisors against same; and
2) Subrecipient’s duty to defend, as stated above, shall be absolute and irrespective of any duty to indemnify or hold harmless; and
3) The provisions of California Civil Code Section 2860 shall apply to any and all actions to which the duty to defend stated above applies, and the Subrecipient’s SIR provision shall be interpreted as though the Subrecipient was an insurer and the County was the insured.

County of Orange Page 11 of 47 City of Seal Beach
OC Community Resources Contract # 012-23010639-CV
If the Subrecipient fails to maintain insurance acceptable to the County for the full term of this Contract, the County may terminate this Contract.

Qualified Insurer
The policy or policies of insurance must be issued by an insurer with a minimum rating of A- (Secure A.M. Best's Rating) and VIII (Financial Size Category as determined by the most current edition of the Best's Key Rating Guide/Property-Casualty/United States or ambest.com). It is preferred, but not mandatory, that the insurer be licensed to do business in the State of California (California Admitted Carrier).

If the insurance carrier does not have an A.M. Best Rating of A-/VIII, the CEO/Office of Risk Management retains the right to approve or reject a carrier after a review of the company's performance and financial ratings.

The policy or policies of insurance maintained by the Subrecipient shall provide the minimum limits and coverage as set forth below:

Coverage Minimum Limits
Commercial General Liability $1,000,000 per occurrence
$2,000,000 aggregate
Automobile Liability including coverage $1,000,000 per occurrence for owned, non-owned and hired vehicles
Workers Compensation Statutory
Employers Liability Insurance $1,000,000 per occurrence Network Security & Privacy $1,000,000 per claims-made
Liability
Professional Liability $1,000,000 per claims-made
$1,000,000 aggregate
Sexual Misconduct $1,000,000 per occurrence
Employee Dishonesty $100,000 per occurrence
Required Coverage Forms
The Commercial General Liability coverage shall be written on Insurance Services Office (ISO) form CG 00 01, or a substitute form providing liability coverage at least as broad.

County of Orange Page 12 of 47 City of Seal Beach
OC Community Resources Contract # 012-23010639-CV
The Business Auto Liability coverage shall be written on ISO form CA 00 01, CA 00 05, CA 0012, CA 00 20, or a substitute form providing coverage at least as broad.

Required Endorsements
The Commercial General Liability policy shall contain the following endorsements, which shall accompany the Certificate of Insurance:
1) An Additional Insured endorsement using ISO form CG 20 26 04 13 or a form at least as broad naming the County of Orange its elected and appointed officials, officers, agents and employees as Additional Insureds, or provide blanket coverage, which will state AS REQUIRED BY WRITTEN Contract. 2) A primary non-contributing endorsement using ISO form CG 20 01 04 13, or a form at least as broad evidencing that the Subrecipient’s insurance is primary and any insurance or self-insurance maintained by the County of Orange shall be excess and non-contributing.

The Network Security and Privacy Liability policy shall contain the following endorsements which shall accompany the Certificate of Insurance:
1) An Additional Insured endorsement naming the County of Orange, its elected and appointed officials, officers, agents and employees as Additional Insureds for its vicarious liability.
2) A primary and non-contributing endorsement evidencing that the Subrecipient’s insurance is primary and any insurance or self-insurance maintained by the County of Orange shall be excess and non-contributing.

The Workers’ Compensation policy shall contain a waiver of subrogation endorsement waiving all rights of subrogation against the County of Orange, its elected and appointed officials, officers, agents and employees or provide blanket coverage, which will state AS REQUIRED BY WRITTEN Contract.

All insurance policies required by this Contract shall waive all rights of subrogation against the County of Orange, its elected and appointed officials, officers, agents and employees when acting within the scope of their appointment or employment.

The County of Orange shall be the loss payee on the Employee Dishonesty coverage.

A Loss Payee endorsement evidencing that the County of Orange is a Loss Payee shall accompany the Certificate of Insurance.

Subrecipient shall notify County in writing within thirty (30) days of any policy cancellation and ten (10) days for non-payment of premium and provide a copy of the cancellation notice to County. Failure to provide written notice of cancellation may constitute a material breach of the Contract, upon which the County may suspend or terminate this Contract.

County of Orange Page 13 of 47 City of Seal Beach
OC Community Resources Contract # 012-23010639-CV
If Subrecipient’s Professional Liability and Network Security & Privacy Liability are “Claims-Made” policy(ies), Subrecipient shall agree to maintain coverage for two (2) years following the completion of the Contract.

The Commercial General Liability policy shall contain a severability of interests clause also known as a “separation of insureds” clause (standard in the ISO CG 0001 policy).

Insurance certificates should be forwarded to the agency/department address listed on the solicitation.

If the Subrecipient fails to provide the insurance certificates and endorsements within seven (7) days of notification by the Contract Administrator, award may be made to the next qualified vendor.

County expressly retains the right to require Subrecipient to increase or decrease insurance of any of the above insurance types throughout the term of this Contract. Any increase or decrease in insurance will be as deemed by County of Orange Risk Manager as appropriate to adequately protect County.

County shall notify Subrecipient in writing of changes in the insurance requirements. If Subrecipient does not deposit copies of acceptable Certificates of Insurance and endorsements with County incorporating such changes within thirty (30) days of receipt of such notice, this Contract may be in breach without further notice to Subrecipient, and County shall be entitled to all legal remedies.

The procuring of such required policy or policies of insurance shall not be construed to limit Subrecipient's liability hereunder nor to fulfill the indemnification provisions and requirements of this Contract, nor act in any way to reduce the policy coverage and limits available from the insurer.

P. Changes: Subrecipient shall make no changes in the work or perform any additional work without the County’s specific written approval.

Q. Change of Ownership/Name, Litigation Status, Conflicts with County Interest:

Subrecipient agrees that if there is a change or transfer in ownership of Subrecipient’s business prior to completion of this Contract, and the County agrees to an assignment of the Contract, the new owners shall be required under terms of sale or other instruments of transfer to assume Subrecipient’s duties and obligations contained in this Contract and complete them to the satisfaction of the County.

County reserves the right to immediately terminate the Contract in the event the County determines that the assignee is not qualified or is otherwise unacceptable to the County for the provision of services under the Contract.

In addition, Contractor has the duty to notify the County in writing of any change in the Contractor’s status with respect to name changes that do not require an assignment of the Contract. The Contractor is also obligated to notify the County in writing if the Contractor becomes a party to any litigation against the County, or a party to litigation that may reasonably affect the Contractor’s performance under the Contract, as well as County of Orange Page 14 of 47 City of Seal Beach
OC Community Resources Contract # 012-23010639-CV
any potential conflicts of interest between Contractor and County that may arise prior to or during the period of Contract performance. While Contractor will be required to provide this information without prompting from the County any time there is a change in Contractor’s name, conflict of interest or litigation status, Contractor must also provide an update to the County of its status in these areas whenever requested by the County.

The Contractor shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with County interests. In addition to the Contractor, this obligation shall apply to the Contractor’s employees, agents, and subcontractors associated with the provision of goods and services provided under this Contract. The Contractor’s efforts shall include, but not be limited to establishing rules and procedures preventing its employees, agents, and subcontractors from providing or offering gifts, entertainment, payments, loans or other considerations which could be deemed to influence or appear to influence County staff or elected officers in the performance of their duties.

R. Force Majeure: Subrecipient shall not be assessed with liquidated damages or unsatisfactory performance penalties during any delay beyond the time named for the performance of this Contract caused by any act of God, war, civil disorder, employment strike or other cause beyond its reasonable control, provided Subrecipient gives written notice of the cause of the delay to County within 36 hours of the start of the delay and Subrecipient avails himself of any available remedies.

S. Confidentiality: Subrecipient agrees to maintain the confidentiality of all County and County-related records and information pursuant to all statutory laws relating to privacy and confidentiality that currently exist or exist at any time during the term of this Contract.

All such records and information shall be considered confidential and kept confidential by Subrecipient and Subrecipient’s staff, agents and employees.

T. Compliance with Laws: Subrecipient represents and warrants that services to be provided under this Contract shall fully comply, at Subrecipient’s expense, with all standards, laws, statutes, restrictions, ordinances, requirements, and regulations (collectively “laws”), including, but not limited to those issued by County in its governmental capacity and all other laws applicable to the services at the time services are provided to and accepted by County. Subrecipient acknowledges that County is relying on Subrecipient to ensure such compliance, and pursuant to the requirements of paragraph “Z” below, Subrecipient agrees that it shall defend, indemnify and hold County and County Indemnitees (defined below) harmless from all liability, damages, costs and expenses arising from or related to a violation of such laws.

U. Intentionally left blank
V. Severability: If any term, covenant, condition or provision of this Contract is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby.

W. Attorney Fees: In any action or proceeding to enforce or interpret any provision of this Contract, each party shall bear their own attorney’s fees, costs and expenses.

County of Orange Page 15 of 47 City of Seal Beach
OC Community Resources Contract # 012-23010639-CV
X. Interpretation: This Contract has been negotiated at arm’s length and between persons sophisticated and knowledgeable in the matters dealt with in this Contract. In addition, each party had been represented by experienced and knowledgeable independent legal counsel of their own choosing or has knowingly declined to seek such counsel despite being encouraged and given the opportunity to do so. Each party further acknowledges that they have not been influenced to any extent whatsoever in executing this Contract by any other party hereto or by any person representing them, or both.

Accordingly, any rule or law (including California Civil Code Section 1654) or legal decision that would require interpretation of any ambiguities in this Contract against the party that has drafted it is not applicable and is waived. The provisions of this Contract shall be interpreted in a reasonable manner to effect the purpose of the parties and this Contract.

Y. Employee Eligibility Verification: The Subrecipient warrants that it fully complies with all Federal and State statutes and regulations regarding the employment of aliens and others and that all its employees performing work under this Contract meet the citizenship or alien status requirement set forth in Federal statutes and regulations. The Subrecipient shall obtain, from all employees performing work hereunder, all verification and other documentation of employment eligibility status required by Federal or State statutes and regulations including, but not limited to, the Immigration Reform and Control Act of 1986, 8 U.S.C. §1324 et seq., as they currently exist and as they may be hereafter amended. The Subrecipient shall retain all such documentation for all covered employees for the period prescribed by the law. The Subrecipient shall indemnify, defend with counsel approved in writing by County, and hold harmless, the County, and its County Indemnitees, its agents, officers, and employees from employer sanctions and any other liability which may be assessed against the Subrecipient or the County or County Indemnitees, any combination of the three in connection with any alleged violation of any Federal or State statutes or regulations pertaining to the eligibility for employment of any persons performing work under this Contract.

Z. Indemnification: Subrecipient agrees to indemnify, defend with counsel approved in writing by County, and hold County, its elected and appointed officials, officers, employees, agents and those special districts and agencies which County’s Board of Supervisors acts as the governing Board (“County Indemnitees”) harmless from any claims, demands or liability of any kind or nature, including but not limited to personal injury or property damage, arising from or related to the services, products or other performance provided by Subrecipient pursuant to this Contract. If judgment is entered against Subrecipient and County by a court of competent jurisdiction because of the concurrent active negligence of County or County Indemnitees, Subrecipient and County agree that liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.

AA. Audits/Inspections: Subrecipient agrees to permit the County’s Auditor-Controller or the Auditor-Controller’s authorized representative (including auditors from a private auditing firm hired by the County) access during normal working hours to all books, accounts, records, reports, files, financial records, supporting documentation, including payroll and accounts payable/receivable records, and other papers or property of Subrecipient for the purpose of auditing or inspecting any aspect of performance under County of Orange Page 16 of 47 City of Seal Beach
OC Community Resources Contract # 012-23010639-CV
this Contract. The inspection and/or audit will be confined to those matters connected with the performance of the Contract including, but not limited to, the costs of administering the Contract. The County will provide reasonable notice of such an audit or inspection.

The County reserves the right to audit and verify the Subrecipient’s records before final payment is made.

Subrecipient agrees to maintain such records for possible audit for a minimum of three years after final payment, unless a longer period of records retention is stipulated under this Contract or by law. Subrecipient agrees to allow interviews of any employees or others who might reasonably have information related to such records. Further, Subrecipient agrees to include a similar right to the County to audit records and interview staff of any subcontractor related to performance of this Contract.

Should the Subrecipient cease to exist as a legal entity, the Subrecipient’s records pertaining to this Contract shall be forwarded to the County’s Project Manager.

BB. Contingency of Funds: Subrecipient acknowledges that funding or portions of funding for this Contract may be contingent upon State budget approval; receipt of funds from, and/or obligation of funds by, the State of California to County; receipt of funds from the Department of Housing and Urban Development (“HUD”), and inclusion of sufficient funding for the services hereunder in the budget approved by County’s Board of Supervisors for each fiscal year covered by this Contract. If such approval, funding or appropriations are not forthcoming, or are otherwise limited, County may immediately terminate or modify this Contract without penalty.

CC.Expenditure Limit: The Subrecipient shall notify the County of Orange assigned Contract Administrator in writing when the expenditures against the Contract reach 75 percent of the dollar limit on the Contract. The County will not be responsible for any expenditure overruns and will not pay for work exceeding the dollar limit on the Contract unless a written and approved change order to cover those costs has been issued.

Board of Supervisor approval may be required.

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Additional Terms and Conditions:

1. Scope of Contract: This Contract specifies the contractual terms and conditions by which the County will procure Coronavirus Aid, Relief, and Economic Security (CARES) Act, H.R. 748/ Community Development Block Grant/ Seal Beach Bathroom Accessibility Program from Subrecipient as further detailed in the Scope of Services, identified and incorporated herein by this reference as “Attachment A”.

2. Term of Contract: This Contract shall commence on January 25, 2023 and continue through August 31, 2023, unless otherwise terminated by the County.

3. Renewal: This Contract may not be renewed.

4. Maximum Obligation:

The total Maximum Obligation of County to the Subrecipient for the cost of services provided in accordance with this Contract is $ 300,000, with individual Maximum Obligation budgets for each Fiscal Year as further detailed in the Budget Schedule, identified and incorporated herein by this reference as Attachment “C”.

5. Amendments - Changes/Extra Work: The Subrecipient shall make no changes to this Contract without the County’s written consent. In the event that there are new or unforeseen requirements, the County has the discretion with the Subrecipient’s concurrence, to make changes at any time without changing the scope or price of the Contract.

If County-initiated changes or changes in laws or government regulations affect price, the Subrecipient’s ability to deliver services, or the project schedule, the Subrecipient will give County written notice no later ten (10) days from the date the law or regulation went into effect or the date the change was proposed and Subrecipient was notified of the change. Such changes shall be agreed to in writing and incorporated into a Contract amendment. Said amendment shall be issued by the County-assigned Contract Administrator, shall require the mutual consent of all Parties, and may be subject to approval by the County Board of Supervisors. Nothing herein shall prohibit the Subrecipient from proceeding with the work as originally set forth or as previously amended in this Contract.

6. Breach of Contract: The failure of the Subrecipient to comply with any of the provisions, covenants or conditions of this Contract shall be a material breach of this Contract. In such event the County may, and in addition to any other remedies available at law, in equity, or otherwise specified in this Contract:
a) Terminate the Contract immediately, pursuant to Section K herein; b) Afford the Subrecipient written notice of the breach and ten (10) calendar days or such shorter time that may be specified in this Contract within which to cure the breach;
c) Discontinue payment to the Subrecipient for and during the period in which the Subrecipient is in breach; and
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Offset against any monies billed by the Subrecipient but yet unpaid by the County those monies disallowed pursuant to the above.

7. Conditions Affecting Work:

The Subrecipient shall be responsible for taking all steps reasonably necessary, to ascertain the nature and location of the work to be performed under this Contract; and to know the general conditions which can affect the work or the cost thereof. Any failure by the Subrecipient to do so will not relieve Subrecipient from responsibility for successfully performing the work without additional cost to the County. The County assumes no responsibility for any understanding or representations concerning the nature, location(s) or general conditions made by any of its officers or agents prior to the execution of this Contract, unless such understanding or representations by the County are expressly stated in the Contract.

8. Civil Rights: Subrecipient attests that services provided shall be in accordance with the provisions of Title VI and Title VII of the Civil Rights Act of 1964, as amended, Section 504 of the Rehabilitation Act of 1973, as amended; the Age Discrimination Act of 1975 as amended; Title II of the Americans with Disabilities Act of 1990, and other applicable State and Federal laws and regulations prohibiting discrimination on the basis of race, color, national origin, ethnic group identification, age, religion, marital status, sex or disability.

9. Conflict of Interest – Subrecipient’s Personnel: The Subrecipient shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with the best interests of the County. This obligation shall apply to the Subrecipient; the Subrecipient’s employees, agents, and subcontractors associated with accomplishing work and services hereunder. The Subrecipient’s efforts shall include, but not be limited to establishing precautions to prevent its employees, agents, and subcontractors from providing or offering gifts, entertainment, payments, loans or other considerations which could be deemed to influence or appear to influence County staff or elected officers from acting in the best interests of the County.

10.Conflict of Interest – County Personnel: The County of Orange Board of Supervisors policy prohibits its employees from engaging in activities involving a conflict of interest.

The Subrecipient shall not, during the period of this Contract, employ any County employee for any purpose.

11.Consulting Contract – Follow-On Work:

No person, firm, subsidiary or subcontractor of a firm that has been awarded a consulting services contract or a contract which includes a consulting component may be awarded a Contract for the performance of services, the purchase of goods or supplies, or the provision of any other related action which arises from or can reasonably be deemed an end-product of work performed under the initial consulting to consulting-related Contract.

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12.Project Manager, County:

The County shall appoint a Project Manager to act as liaison between the County and the Subrecipient during the term of this Contract. The County’s Project Manager shall coordinate the activities of the County staff assigned to work with the Subrecipient.

The County’s Project Manager, in consultation and agreement with the County, shall have the right to require the removal and replacement of the Subrecipient’s Project Manager and key personnel. The County’s Project Manager shall notify the Subrecipient in writing of such action. The Subrecipient shall accomplish the removal within three (3) business days after written notice from the County’s Project Manager.

The County’s Project Manager shall review and approve the appointment of the replacement for the Subrecipient’s Project Manager and key personnel. Said approval shall not be unreasonably withheld. The County is not required to provide any additional information, reason or rationale in the event it requires the removal of Subrecipient’s Project Manager from providing further services under the Contract.

13.Subrecipient’s Project Manager and Key Personnel: Subrecipient shall appoint a Project Manager to direct the Subrecipient’s efforts in fulfilling Subrecipient’s obligations under this Contract. This Project Manager shall be subject to approval by the County and shall not be changed without the written consent of the County’s Project Manager, which consent shall not be unreasonably withheld.

The Subrecipient’s Project Manager, in consultation and agreement with County, shall be assigned to this project for the duration of the Contract and shall diligently pursue all work and services to meet the project time lines. The County’s Project Manager shall have the right to require the removal and replacement of the Subrecipient’s Project Manager from providing services to the County under this Contract. The County’s Project Manager shall notify the Subrecipient in writing of such action. The Subrecipient shall accomplish the removal within five (5) business days after written notice by the County’s Project Manager. The County’s Project Manager shall review and approve the appointment of the replacement for the Subrecipient’s Project Manager. The County is not required to provide any additional information, reason or rationale in the event it The County is not required to provide any additional information, reason or rationale in the event it requires the removal of Subrecipient’s Project Manager from providing further services under the Contract.

14.Subrecipient Personnel – Reference Checks: The Subrecipient warrants that all persons employed to provide service under this Contract have satisfactory past work records indicating their ability to adequately perform the work under this Contract.

Subrecipient’s employees assigned to this project must meet character standards as demonstrated by background investigation and reference checks, coordinated by the agency/department issuing this Contract.

15.Data – Title To: All materials, documents, data or information obtained from the County data files or any County medium furnished to the Subrecipient in the performance of this Contract will at all times remain the property of the County. Such data or information may not be used or copied for direct or indirect use by the Subrecipient after completion or termination of this Contract without the express written consent of the County. All County of Orange Page 20 of 47 City of Seal Beach
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materials, documents, data or information, including copies, must be returned to the County at the end of this Contract.

16.Licenses: At its own expense, Subrecipient and its subcontractors, if any, shall, at all time during the term of this Contract, maintain in full force and effect such licenses or permits as may be required by the State of California or any other government entity.

Subrecipient and his subcontractors, if any, shall strictly adhere to, and obey, all governmental rules and regulations now in effect or as subsequently enacted or modified, as promulgated by any local, State, or Federal governmental entity.

17.Disputes – Contract:

A. The parties shall deal in good faith and attempt to resolve potential disputes informally. If the dispute concerning a question of fact arising under the terms of this Contract is not disposed of in a reasonable period of time by the Subrecipient’s Project Manager and the County‘s Project Manager, such matter shall be brought to the attention of the Contract Administrator by way of the following process:

1. The Subrecipient shall submit to the agency/department assigned Contract Administrator a written demand for a final decision regarding the disposition of any dispute between the parties arising under, related to, or involving this Contract, unless the County, on its own initiative, has already rendered such a final decision.

2. The Subrecipient’s written demand shall be fully supported by factual information, and, if such demand involves a cost adjustment to the Contract, the Subrecipient shall include with the demand a written statement signed by a senior official indicating that the demand is made in good faith, that the supporting data are accurate and complete, and that the amount requested accurately reflects the Contract adjustment for which the Subrecipient believes the County is liable.

B. Pending the final resolution of any dispute arising under, related to, or involving this Contract, the Subrecipient agrees to diligently proceed with the performance of this Contract, including the delivery of goods and/or provision of services. The Subrecipient’s failure to diligently proceed shall be considered a material breach of this Contract.

Any final decision of the County shall be expressly identified as such, shall be in writing, and shall be signed by the Director. If the County fails to render a decision within 90 days after receipt of the Subrecipient’s demand, it shall be deemed a final decision adverse to the Subrecipient’s contentions. Nothing in this section shall be construed as affecting the County’s right to terminate the Contract for cause or termination for convenience as stated in Section K herein.

18.EDD Independent Subrecipient Reporting Requirements: Effective January 1, 2001, the County of Orange is required to file in accordance with subdivision (a) of Section 6041A of the Internal Revenue Code for services received from a “service County of Orange Page 21 of 47 City of Seal Beach
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provider” to whom the County pays $600 or more or with whom the County enters into a contract for $600 or more within a single calendar year. The purpose of this reporting requirement is to increase child support collection by helping to locate parents who are delinquent in their child support obligations.

The term “service provider” is defined in California Unemployment Insurance Code Section 1088.8, Subparagraph B.2 as “an individual who is not an employee of the service recipient for California purposes and who received compensation or executes a contract for services performed for that service recipient within or without the State.” The term is further defined by the California Employment Development Department to refer specifically to independent Subrecipients. An independent Subrecipient is defined as “an individual who is not an employee of the ... government entity for California purposes and who receives compensation or executes a contract for services performed for that ... government entity either in or outside of California.” The reporting requirement does not apply to corporations, general partnerships, limited liability partnerships, and limited liability companies.

Additional information on this reporting requirement can be found at the California Employment Development Department web site located at
http://www.edd.ca.gov/Employer_Services.htm

19.Emergency/Declared Disaster Requirements: In the event of an emergency or if Orange County is declared a disaster area by the County, State or Federal government, this Contract may be subjected to unusual usage. The Subrecipient shall service the County during such an emergency or declared disaster under the same terms and conditions that apply during non-emergency/disaster conditions. The pricing quoted by the Subrecipient shall apply to serving the County’s needs regardless of the circumstances. If the Subrecipient is unable to supply the goods/services under the terms of the Contract, then the Subrecipient shall provide proof of such disruption and a copy of the invoice for the goods/services from the Subrecipient’s supplier(s). Additional profit margin as a result of supplying goods/services during an emergency or a declared disaster shall not be permitted. In the event of an emergency or declared disaster, emergency purchase order numbers will be assigned. All applicable invoices from the Subrecipient shall show both the emergency purchase order number and the Contract number.

20.Errors and Omissions: All reports, files and other documents prepared and submitted by Subrecipient shall be complete and shall be carefully checked by the professional(s) identified by Subrecipient as Project Manager and key personnel attached hereto, prior to submission to the County. Subrecipient agrees that County review is discretionary and Subrecipient shall not assume that the County will discover errors and/or omissions.

If the County discovers any errors or omissions prior to approving Subrecipient’s reports, files and other written documents, the reports, files or documents will be returned to Subrecipient for correction. Should the County or others discover errors or omissions in the reports, files or other written documents submitted by the Subrecipient after County approval thereof, County approval of Subrecipient’s reports, files or documents shall not be used as a defense by Subrecipient in any action between the County and County of Orange Page 22 of 47 City of Seal Beach
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Subrecipient, and the reports, files or documents will be returned to Subrecipient for correction.

21.Non-Supplantation of Funds:

Subrecipient shall not supplant any Federal, State, or County funds intended for the purposes of this Contract with any funds made available under this Contract. Subrecipient shall not claim reimbursement from County for, or apply sums received from County with respect to, that portion of its obligations which have been paid by another source of revenue. Subrecipient agrees that it shall not use funds received pursuant to this Contract, either directly or indirectly, as a contribution or compensation for the purposes of obtaining Federal, State, or County funds under any Federal, State, or County program without prior written approval from the County.

22.Satisfactory Work: Services rendered hereunder are to be performed to the written satisfaction of County. County’s staff will interpret all reports and determine the quality, acceptability and progress of the services rendered.

23.Access and Records:

A. County, the State of California and the United States Government and/or their representatives, shall have access, for purposes of monitoring, auditing, and examining, to Subrecipient’s activities, books, documents and papers (including computer records and emails) and to records of Subrecipient’s subcontractors, consultants, contracted employees, bookkeepers, accountants, employees and participants related to this Contract. Subrecipient shall insert this condition in each Contract between Subrecipient and a subcontractor that is pursuant to this Contract shall require the subcontractor to agree to this condition. Such departments or representatives shall have the right to make excerpts, transcripts and photocopies of such records and to schedule on site monitoring at their discretion. Monitoring activities also may include, but are not limited to, questioning employees and participants and entering any premises or onto any site in which any of the services or activities funded hereunder are conducted or in which any of the records of Subrecipient are kept. Subrecipient shall make available its books, documents, papers, financial records, etc., within three (3) days after receipt of written demand by Director which shall be deemed received upon date of sending. In the event Subrecipient does not make the above referenced documents available within the County of Orange, California, Subrecipient agrees to pay all necessary and reasonable expenses incurred by County, or County’s designee, in conducting any audit at the location where said records and books of account are maintained.

B. Records Retention. All accounting records and evidence pertaining to all costs of Subrecipient and all documents related to this Contract shall be kept available at Subrecipient’s office or place of business for the duration of this Contract and thereafter for five (5) years after completion of an audit. Records which relate to:
(1) complaints, claims, administrative proceedings or litigation arising out of the performance of this Contract; or (2) costs and expenses of this Contract to which County of Orange Page 23 of 47 City of Seal Beach
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County or any other governmental department takes exception, shall be retained beyond the five (5) years until final resolution or disposition of such appeals, litigation, claims, or exceptions.

C. Liability. Subrecipient shall pay to County the full amount of County’s liability to the State or Federal government or any department thereof resulting from any disallowance or other audit exceptions to the extent that such liability is attributable to Subrecipient’s failure to perform under this Contract.

24.Signature in Counterparts: The Parties agree that separate copies of this Contract and/or electronic signatures and handwritten signatures may be signed by each of the Parties, and this Contract will have the same force and effect as if the Original had been signed by all the Parties.

25.Reports/Meetings: The Subrecipient shall develop reports and any other relevant documents necessary to complete the services and requirements as set forth in this contract. The County’s Project Manager and the Subrecipient’s Project Manager will meet on reasonable notice to discuss the Subrecipient’s performance and progress under this Contract. If requested, the Subrecipient’s Project Manager and other project personnel shall attend all meetings. The Subrecipient shall provide such information that is requested by the County for the purpose of monitoring progress under this Contract.

26.Subcontracting: No performance of this Contract or any portion thereof may be subcontracted by the Subrecipient without the express written consent of the County.

Any attempt by the Subrecipient to subcontract any performance of this Contract without the express written consent of the County shall be invalid and shall constitute a breach of this Contract.

In the event that the Subrecipient is authorized by the County to subcontract, this Contract shall take precedence over the terms of the Contract between Subrecipient and subcontractor, and shall incorporate by reference the terms of this Contract. The County shall look to the Subrecipient for performance and indemnification and not deal directly with any subcontractor. All work performed by a subcontractor must meet the approval of the County of Orange.

27.Equal Employment Opportunity: The Subrecipient shall comply with U.S. Executive Order 11246 entitled, “Equal Employment Opportunity” as amended by Executive Order 11375 and as supplemented in Department of Labor regulations (41 CFR, Part 60) and applicable State of California regulations as may now exist or be amended in the future.

The Subrecipient shall not discriminate against any employee or applicant for employment on the basis of race, color, national origin, ancestry, religion, sex, marital status, political affiliation or physical or mental condition.

Regarding handicapped persons, the Subrecipient will not discriminate against any employee or applicant for employment because of physical or mental handicap in regard to any position for which the employee or applicant for employment is qualified. The Subrecipient agrees to provide equal opportunity to handicapped persons in employment or in advancement in employment or otherwise treat qualified handicapped County of Orange Page 24 of 47 City of Seal Beach
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individuals without discrimination based upon their physical or mental handicaps in all employment practices such as the following: employment, upgrading, promotions, transfers, recruitments, advertising, layoffs, terminations, rate of pay or other forms of compensation, and selection for training, including apprenticeship. The Subrecipient agrees to comply with the provisions of Sections 503 and 504 of the Rehabilitation Act of 1973, as amended, pertaining to prohibition of discrimination against qualified handicapped persons in all programs and/or activities as detailed in regulations signed by the Secretary of the Department of Health and Human Services effective June 3, 1977, and found in the Federal Register, Volume 42, No. 68 dated May 4, 1977, as may now exist or be amended in the future.

Regarding Americans with disabilities, Subrecipient agrees to comply with applicable provisions of Title 1 of the Americans with Disabilities Act enacted in 1990 as may now exist or be amended in the future.

28.Gratuities: The Subrecipient warrants that no gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Subrecipient or any agent or representative of the Subrecipient to any officer or employee of the County with a view toward securing the Contract or securing favorable treatment with respect to any determinations concerning the performance of the Contract. For breach or violation of this warranty, the County shall have the right to terminate the Contract, either in whole or in part, and any loss or damage sustained by the County in procuring on the open market any goods or services which the Subrecipient agreed to supply shall be borne and paid for by the Subrecipient. The rights and remedies of the County provided in the clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under the Contract.

29.News/Information Release: The Subrecipient agrees that it will not issue any news releases in connection with either the award of this Contract or any subsequent amendment of or effort under this Contract without first obtaining review and written approval of said news releases from the County through the County’s Project Manager.

30.Notices: Any and all notices, requests demands and other communications contemplated, called for, permitted, or required to be given hereunder shall be in writing, except through the course of the Parties routine exchange of information and cooperation during the terms of the work and services. Any written communications shall be deemed to have been duly given upon actual in-person delivery, if delivery is by direct hand, or upon delivery on the actual day of receipt or no greater than four calendar days after being mailed by US certified or registered mail, return receipt requested, postage prepaid, whichever occurs first. The date of mailing shall count as the first day. All communications shall be addressed to the appropriate party at the address stated herein or such other address as the parties hereto may designate by written notice from time to time in the manner aforesaid.

For County:

OC Community Resources OC Community Resources
Housing and Community Development Contract Development and Management Project Manager Contract Administrator
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1501 East St. Andrew Place, 1st Floor 601 N. Ross St., 6th Floor Santa Ana, CA 92705-4930 Santa Ana, CA 92701
For Subrecipient:

City of Seal Beach
211 Eighth Street,
Seal Beach, CA 90740
Attn: Project Manager

31.Ownership of Documents: The County has permanent ownership of all directly connected and derivative materials produced under this Contract by the Subrecipient.

All documents, reports and other incidental or derivative work or materials furnished hereunder shall become and remains the sole property of the County and may be used by the County as it may require without additional cost to the County. None of the documents, reports and other incidental or derivative work or furnished materials shall be used by the Subrecipient without the express written consent of the County.

32.Precedence: The Contract documents consist of this Contract and its exhibits and attachments. In the event of a conflict between or among the Contract documents, the order of precedence shall be the provisions of the main body of this Contract, i.e., those provisions set forth in the recitals and articles of this Contract, and then the exhibits and attachments.

33.Termination – Orderly: After receipt of a termination notice from the County of Orange, the Subrecipient may submit to the County a termination claim, if applicable. Such claim shall be submitted promptly, but in no event later than 60 days from the effective date of the termination, unless one or more extensions in writing are granted by the County upon written request of the Subrecipient. Upon termination County agrees to pay the Subrecipient for all services performed prior to termination which meet the requirements of the Contract, provided, however, that such compensation combined with previously paid compensation shall not exceed the total compensation set forth in the Contract.

Upon termination or other expiration of this Contract, each party shall promptly return to the other party all papers, materials, and other properties of the other held by each for purposes of performance of the Contract.

34.County Branding Requirements – Publicity, Literature, Advertisement and Social Media:

A. County owns all rights to the name, logos, and symbols of County. The use and/or reproduction of County’s name, logos, or symbols for any purpose, including commercial advertisement, promotional purposes, announcements, displays, or press releases, without County’s prior written consent is expressly prohibited.

B. Contractor may develop and publish information related to this Contract where all of the following conditions are satisfied:

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1. Contract Administrator/assigned Deputy Purchasing Agent provides its written approval of the content and publication of the information at least 30 days prior to Contractor publishing the information, unless a different timeframe for approval is agreed upon by the Contract Administrator/assigned Deputy Purchasing Agent;

2. Unless directed otherwise by Contract Administrator/assigned Deputy Purchasing Agent, the information includes a statement that the program, wholly or in part, is funded through County, State and Federal government funds [funds identified as applicable];

3. The information does not give the appearance that the County, its officers, employees, or agencies endorse:
a. any commercial product or service; and,
b. any product or service provided by Contractor, unless approved in writing by Contract Administrator/assigned Deputy Purchasing Agent; and,

4. If Contractor uses social media (such as Facebook, Twitter, YouTube or other publicly available social media sites) to publish information related to this Contract, Contractor shall develop social media policies and procedures and have them available to the Contract
Administrator/assigned Deputy Purchasing Agent. Contractor shall comply with County Social Media Use Policy and Procedures as they pertain to any social media developed in support of the services described within this Contract. The policy is available on the Internet at http://www.ocgov.com/gov/ceo/cio/govpolicies.

THE REMAINDER OF THE PAGE WAS INTENTIONALLY LEFT BLANK
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Program Specific Terms and Conditions:

35.Debarment: Subrecipient certifies that it is not debarred or suspended or otherwise excluded from or ineligible for participation in Federal/State assistance programs in accordance with 29 CFR Part 98.

36.Lobbying:

A. Subrecipient shall complete and immediately forward to the County the “Disclosure of Lobbying Activities,” a copy of which is attached hereto as Exhibit 4 and incorporated herein by this reference, if subrecipient, or any person, firm or corporation acting on Subrecipient’s behalf, engaged or engages in lobbying any federal office, employee, elected official or agency with respect to this Contract or funds to be received by subrecipient pursuant to this Contract.

B. Subrecipient agrees that the funds provided herein shall not be used to promote, directly or indirectly, any political party, political candidate or political activity, except as permitted by law.

37.Fraud: Subrecipient shall immediately report all suspected or known instances and facts concerning possible fraud, abuse or criminal activity under this Contract.

Subrecipient shall inform staff and the general public of how to report fraud, waste or abuse through appropriate postings of incident reporting notice. The County’s AntiFraud Program can be accessed through:
http://ocgov.com/gov/risk/programs/antifraud.

38.Fiscal Accountability:

A. Financial Management System: Subrecipient shall establish and maintain a sound financial management system, based upon generally accepted accounting principles. Contractor’s system shall provide fiscal control and accounting procedures that will include the following:
i. Information pertaining to the line items as identified in Attachment C to this Contract;
ii. Source documentation to support accounting records; and iii. Proper charging of costs and cost allocation.

B. Subrecipient’s Record: Subrecipient’s records shall be sufficient to:
i. Permit preparation of required reports;
ii. Permit tracking of funds to a level of expenditure adequate to establish that funds have not been used in violation of the applicable restrictions on the use of such funds;
iii. Permit the tracking of program income, or profits earned, and any costs incurred (such as stand-in costs) that are otherwise allowable except for; and iv. Permit tracking and reporting of leveraging as required.

C. Costs Charged: Cost shall be charged to this Contract only in accordance with the County and other requirements as required by funding source(s).

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39.Performance Standards: Subrecipient shall comply with and adhere to the performance accountability standards as described in this Contract and applicable regulations and the activity levels to be utilized by County for program evaluation and monitoring included, but not limited to those listed in the Attachment E-Performance Standards attached hereto and incorporated herein by reference.

40.Budget Schedule: Subrecipient agrees that the expenditures of any and all funds under this Contract will be in accordance with the Budget Schedule, a copy of which is attached hereto as Attachment C, and which by this reference is incorporated herein and made a part hereof as if fully set forth.

41.Payment Requirements:

If funding levels are significantly affected by state or federal budget and funds are not allocated and available for the continuance of the function performed by Subrecipient, the Contract may be terminated by the County at the end of the period for which funds are available. The County shall notify Subrecipient at the earliest possible time of any service, which will or may be affected by a shortage of funds. No penalty shall accrue to the County in the event this provision is exercised and the County shall not be obligated nor liable for any damages as a result of termination under this provision of this Contract, and nothing herein shall be construed as obligating the County to expend or as involving the County in any Contract or other obligation for future payment of money in excess of appropriations authorized by law.

A. Contract Amount: It is expressly agreed and understood that the total amount to be paid by County under this Contract shall not exceed the total County funding as set forth in Attachment B-Payment/Compensation to Subrecipient attached hereto and incorporated herein by reference.

B. County will reclaim any unused balance of funds for reallocation to other County approved projects.

C. Payment of Project Activities:

1. Payment of Project Activities: County will reimburse Subrecipient for eligible project-related costs only. Subrecipient shall submit requests for reimbursement to County on a monthly basis beginning on February 1 1, 2023, and must provide adequate documentation as required by County in accordance with the OC Community Resources Contract
Reimbursement Policy, as set forth in Exhibit 1, attached hereto and incorporated herein by reference. In addition, Subrecipient will provide a progress Grantee Performance Report (“GPR Information Form”) for the time period covered, as prescribed by County. Failure to provide any of the required documentation and reporting will cause County to withhold all or a portion of a request for reimbursement, or return the entire reimbursement package to Subrecipient, until such documentation and reporting has been received and approved by County.

2. If Subrecipient has no request for reimbursement during any quarter during the term of this Contract, a GPR Information Form, including and County of Orange Page 29 of 47 City of Seal Beach
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explanation as to why no invoices were being processed, shall be required in lieu of a request for reimbursement.

3. The following “Required Expenditure Threshold” criteria have been established to guide the Subrecipient in structuring and scheduling their expenditure of funds received through this Contract, through term of Contract. The criteria thresholds are consistent with the criteria used by OC Community Resources to determine performance including, but not limited to, determinations of future award of funds, additional funding requests and/or determinations for the recapture of funding. *Milestone Date Minimum Required Expenditure Threshold
May 31, 2023 70% of Contracted Amount Expended
June 30, 2023 80% of Contracted Amount Expended
Failure to achieve at least the aforementioned 50% drawdown, without extenuating circumstances, may cause any remaining balance in this Contract to be reclaimed by County, and will negatively affect future funding to Subrecipient. Failure to achieve the aforementioned 80% drawdown goal, without written exception approved by the Director, may cause any remaining balance in this Contract to be reclaimed by County, and will impact future funding to Subrecipient

4. Subrecipient will have fifteen (15) days following the expiration of the Contract to submit outstanding invoices for reimbursement of eligible costs incurred during the Contract period. After the fifteen (15) day period for submitting invoices has expired, County shall reallocate the remaining balance under this Contract for other program purposes and Subrecipient shall be ineligible for any further reimbursement.

D. Funds shall not be disbursed for any costs incurred prior to the certification by County and/or HUD of Certificate(s) of Insurance as further defined in Paragraph O “Insurance Requirements” of this Contract.

E. Eligible costs related to services provided by Subrecipient must be incurred during the period beginning January25, 2023. The Project shall be completed, and all funds provided through this Contract shall be expended on eligible Project activities through and including August 31, 2023. a. .

F. County and Participating Cities previously entered into a Cooperation Agreement effective July 1, 2022 as amended, in which both Parties agreed to cooperate in the undertaking, or assist in the undertaking, of community development and housing assistance activities.

G. Metropolitan Cities with populations of over 50,000, are eligible to participate in the Community Planning and Development (“CPD”) program funds directly from HUD and have opted to participate in the CPD programs through the County’s Urban County Program as a metropolitan city.

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42.Modification of Budget: Upon written approval of County, Subrecipient shall have the authority to transfer allocated program funds from one category of the overall program Budget to another category of the overall Budget. No such transfer may be made without the express prior written approval of County. A modification of the Budget may include the addition of any new Budget category.

43.Annual Audit: If Subrecipient expends Federal funds in a fiscal year which equal or exceed $750,000 (seven hundred fifty thousand dollars) as specified in 2 CFR Part 200.500- Subpart F-Audit Requirements, Subrecipient shall cause an audit to be prepared by a Certified Public Accountant (“CPA”) who is a member in good standing with the American Institute of Certified Public Accountants (“AICPA”) of the California Society of CPA’s. The audit must be performed annually in accordance with Generally Accepted Auditing Standards (“GAAS”) authorized by the AICPA and Federal laws and regulations governing the programs in which it participates.

Furthermore, County retains the right to require Subrecipient to submit similarly prepared audit at Subrecipient’s expense even in instances when Subrecipient’s expenditure is less than $750,000. Subrecipient will be required to identify corrective action taken in response to any findings identified by CPA related to their funded activity or program.

Subrecipient will ensure an annual financial audit is performed in compliance with the Federal Single Audit Act and will submit two (2) copies of such audit report, including a copy of the management letter, to County within six (6) months of the end of each Contract year in which Subrecipient has received federal funding (i.e., July 1 – June 30).

Failure to meet this requirement may result in County denying reimbursement of funds to Subrecipient, as well as future funding qualification. Subrecipients, which are exempt from statutory audit requirements, shall maintain records, which are available for review by County or Federal officials. Subrecipient acknowledges that any and all “Financial Statements” submitted to County pursuant to this Contract become public records and are subject to public inspection pursuant to the California Public Records Act (Section 6250 et seq. of the California Government).

44.UEI and D-U-N-S Numbers and Related Information: UEI and D-U-N-S Numbers: A unique, non-indicative 12-and 9 digit identifiers issued and maintained by SAM.gov and the Dun & Bradstreet (D&B) that verifies the existence of a business entity. The UEI and D-U-N-S Numbers are needed to coordinate with the System for Award Management (SAM) that combines federal procurement systems and the Catalog of Federal Domestic Assistance into one new system. https://www.SAM.gov The UEI and D-U-N-S Numbers must be provided to County prior to the execution of this Contract. Subrecipient shall ensure all UEI and D-U-N-S information is up to date and the UEI and D-U-N-S Numbers status is “active,” prior to execution of this Contract.

If County cannot access the Subrecipient’s UEI and D-U-N-S information related to this federal sub award on the Federal Funding Accountability and Transparency Act Sub Award Reporting System (SAM.GOV) due to errors in the Subrecipient’s data entry for its UEI and D-U-N-S Numbers, the Subrecipient must immediately update the information as required.

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If County cannot access the Subrecipient’s UEI and D-U-N-S information related to this federal sub award on the Federal Funding Accounting and Transparency Act Sub Award Reporting System (SAM.GOV) due to errors in the Subrecipient’s data entry for its UEI and D-U-N-S Numbers, the Subrecipient must immediately update the information as required.

The County reserves the right to verify and validate any information prior to contract award and during the entire term of the Contract.

45.Program Income:

A. Subrecipient shall comply with regulations, as well as all applicable State or County regulations concerning the reporting and payment procedures for program income.

B. Definition: “Program Income” means, as provided by 24 CFR § 570.504, gross income received by the Subrecipient directly generated by a grant supported activity, or earned only as a result of the grant agreement during the grant period.

C. Use. The Subrecipient shall use all income received from said funds only for the same purposes for which said funds may be expended pursuant to the terms and conditions of this Contract.

D. All Program Income accrued shall be returned to County on a quarterly basis prior to Subrecipient receiving any reimbursement from grant funds provided under this Contract.

E. Subrecipient shall provide information of the receipt of Program Income by Subrecipient related to this Contract on all GPR Information Forms submitted with requests for reimbursement.

F. Subrecipient shall complete and submit a Year-End Program Income letter, indicating amount of Program Income and include any reimbursement remittance necessitated therein, by July 15, after the close of the Contract fiscal year.

46.Performance:

A. Subrecipient shall provide the oversight, administration, and project management necessary to accomplish all contracted activities in a timely manner. Subrecipient also agrees to comply with all applicable Federal, State, and local laws and regulations governing the funds provided under this Contract.

B. Subrecipient shall comply with all applicable HUD regulations, as described in Paragraph 49 “Federal Administrative and Related Requirements” of this Contract, concerning administrative requirements and maintain records as to services provided and total number of persons served through the project, including but not limited to, population-served analysis (i.e., extremely-low income persons, very-low income persons, and low-income persons as defined County of Orange Page 32 of 47 City of Seal Beach
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by HUD). Such information shall be available for periodic monitoring by representatives of County or HUD and shall be submitted by Subrecipient in report form to County by dates specified by County.

C. The following “Performance Threshold” criteria shall be used to assess the level of performance of the Subrecipient, including Attachment A — Scope of Services, attached hereto and incorporated herein by reference. Furthermore, the criteria will be considered by OC Community Resources when determining future funding. In order to be considered in compliance with the performance threshold criteria, the Subrecipient must, on or before the required milestone date, submit to OC Community Resources a request for reimbursement which demonstrates that Subrecipient has expended funds and met their proposed accomplishment goals at the required levels, unless exempted in writing by the County.

D. Subrecipient shall complete and submit a Year End GPR Information Form by September 15, 2023, after the close of the Contract fiscal year.

E. Should the activity being funded through this Contract be completed, cancelled or terminated prior to the termination date set forth herein in Paragraph 2 “Term of Contract,” or if funds allocated through this Contract are fully expended, prior to end of Contract term, Subrecipient must continue to serve its clients for the entire term of this Contract. Subrecipient shall complete and submit a Mid-Year and Year End GPR Information Form at the time of the completion, cancellation or termination.

F. Subrecipient shall complete and submit a GPR Information Form in support of all requests for reimbursement. Said GPR Information Form shall consist of a cumulative report of project related accomplishments as set forth in Attachment A - Scope of Services, for the subject quarter. If at any time during the term of this Contract Subrecipient has no activity occuring during any quarter, Subrecipient shall prepare and submit to County a Quarterly GPR Information Form, regardless of actual activity.

G. Subrecipient acknowledges that the GPR Information Form is a monitoring tool that will be reviewed and evaluated to determine Subrecipient’s level of performance relative to this Contract.

H. Subrecipient shall submit all requested data necessary to complete the Consolidated Annual Performance and Evaluation Report (CAPER), and monitor program accountability and progress in accordance with HUD requirements, in the format and at the time designated by County.

I. Readiness – for Housing Rehabilitation and Public Facilities & Improvements Projects:

Subrecipient shall be required to demonstrate to County its readiness to immediately initiate its Project upon execution of this Contract by providing to the County documentation including, but not limited to, the following: Board or Council Minutes/Resolution; Awarded bid documents with timeline requirements; and, executed Architect and Engineer (hereafter referred to as “A&E”) contracts County of Orange Page 33 of 47 City of Seal Beach
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with specific project timelines consistent with funding. By July 30 of Contract term, Subrecipient shall provide County a Project Readiness Checklist incorporating the status of all Project-phasing milestones. In the case of milestones not yet reached, Subrecipient shall provide projected target dates for when said milestones would be met. The Project Readiness Checklist shall clearly demonstrate that Subrecipient will meet the “Minimum Required Expenditure Thresholds” as set forth in this Paragraph 47.C. Subrecipient acknowledges that said Project Readiness Checklist may be considered to evaluate the performance of the Subrecipient.

47.Performance Monitoring:

A. Performance Monitoring of Subrecipient by County, State of California and/or HUD shall consist of requested and/or required written reporting, as well as onsite monitoring by County, State of California or HUD representatives.

B. County shall periodically evaluate Subrecipient’s progress in complying with the terms of this Contract. Subrecipient shall cooperate fully during such monitoring.

County shall report the findings of each monitoring to Subrecipient.

C. County shall monitor the performance of Subrecipient against the goals, outcomes, milestones and performance standards required herein. Substandard performance, as determined by County, will constitute non-compliance with this Contract for which County may immediately terminate the Contract. If action to correct such substandard performance is not taken by Subrecipient within the time period specified by County, payment(s) will be denied in accordance with the provisions contained in this Paragraph 47 of this Contract.

D. HUD in accordance with 24 CFR Part 570 Subpart O, 570.902, will annually review the performance of County to determine whether County has carried out its Community Development Block Grant (CDBG) assisted activities in a timely manner and has significantly disbursed CDBG funds and met the mandated “1.5 ratio” threshold. Subrecipient is responsible to ensure timely drawdown of funds.

48.Federal Administrative and Related Requirements: Subrecipient must comply with all federal requirements as it pertains for 24 CFR Parts 91 and 570. Subrecipient acknowledges that administration of its operation and services are subject to the requirements as established in 2 CFR Part 200, et al. Subrecipient shall procure all materials, property, or services in accordance with the requirements of 2 CFR § 200.318-326.

A. Financial Management:

1. Accounting Standards
Subrecipient agrees to comply with 24 CFR 84.21-28 and agrees to adhere to the accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred.

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2. Cost Principles:

The Subrecipient shall administer its program in conformance with 2 CFR Part 200, et al; (and if Subrecipient is a governmental or quasigovernmental agency, the applicable sections of 24 CFR 85, “Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments,”) as applicable. These principles shall be applied for all costs incurred whether charged on a direct or indirect basis.

B. Documentation and Record Keeping

1. Records to be Maintained
Subrecipient shall maintain all records required by the Federal regulations specified in 24 CFR 570.506 that are pertinent to the activities to be funded under this Contract. Such records shall include, but not be limited to:
a. Records providing a full description of each activity undertaken; b. Records demonstrating that each activity undertaken meets the one of the National Objectives of the CDBG program;
c. Records required to determine the eligibility of activities; d. Records required to document the acquisition, improvement, use, or disposition of real property acquired or improved with CDBG assistance;
e. Records documenting compliance with the fair housing and equal opportunity components of the CDBG program;
f. Financial records as required by federal regulations 24 CFR 570.502, and 24 CFR 84.21-28; and
g. Other records necessary to document compliance with Subpart K of 23 CFR.

2. Retention
Subrecipient shall retain all financial records, supporting documents, statistical records, and all other records pertinent to this Contract for a period of five (5) years. The retention period begins on the date of the submission of the County’s annual performance and evaluation report to HUD in which the activities assisted under the Contract are reported on for the final time. Notwithstanding the above, if there is litigation, claims, audits, negotiations or other actions that involve any of the records cited and that have started before the expiration of the five-year period, then such records must be retained until completion of the actions and resolution of all issues, or the expiration of the five-year period, whichever occurs later.

3. Client Data
a. Subrecipient shall maintain client data demonstrating client eligibility for services provided for a period of five (5) years after the termination of all activities funded under this Contract, or after the County of Orange Page 35 of 47 City of Seal Beach
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resolution of all Federal audit finding, whichever occurs later. Such data shall be consistent and include, but not limited to, client name, address, verifiable income level (as documented by income tax returns, employee payroll records, retirement statements, etc. or other third party documentation acceptable to County, for determining eligibility), and description of service provided. Such information shall be made available to HUD representatives, County monitors, or their designees, for review upon request. b. Subrecipient shall develop and implement procedures to ensure the confidentiality of records pertaining to any individual provided family violence prevention or treatment services under any project assisted under the subject program, including protection against the release of the address or location of any family violence shelter project, except with the written authorization of the person responsible for the operation of that shelter.

4. Disclosure
Subrecipient shall maintain client data demonstrating client eligibility for services provided. Such data shall include, but not be limited to, client name, address, income level or other basis for determining eligibility, and description of service provided. Such information shall be made available to County monitors or their designees for review upon request.

5. Close-Outs
Subrecipient’s obligation to County shall not end until all close-out requirements are completed. Activities during this close-out period shall be completed in accordance with federal and State regulations and shall include, but are not limited to: making final payments; submitting final invoice(s), report(s), in accordance with the requirements of Paragraph 49, and documentation; disposing of program assets (including the return to County of all unused materials and equipment); remitting any program income balances and accounts receivable to County, and determining the custodianship of records. Notwithstanding the foregoing, the terms of this Contract shall remain in effect during any period that the Subrecipient has control over CDBG funds, including Program Income.

C. Personnel & Participation Conditions

1. Civil Rights
Compliance
Subrecipient agrees to comply with California Civil Rights Act Ordinances and Title VI of the Civil Rights Act of 1964, as amended, Title VIII of the Civil Rights Act of 1968, as amended, Section 104(b) and Section 109 of Title I of the Housing and Community Development Act of 1974, as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and with Executive Order 11246, as amended by Executive Orders 11375, 11478, 12107 and 12086.

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2. Nondiscrimination in Employment and Contracting
Subrecipient agrees to comply with the non-discrimination in employment and contracting opportunities laws, regulations, and executive orders referenced in 24 CFR 570.607, as revised by Executive Order 13279, including 24 CFR Part 8, 24 CFR 570.602 and Section 504 of Rehabilitation Act of 1973, Americans with Disabilities Act of 1990, Executive Order 11063. The applicable non-discrimination provisions in Section 109 of the Housing and Community Development Act (HCDA) are still applicable.

3. Affirmative Action:

Subrecipient agrees that it shall be committed to carry out an Affirmative Action Program that encompasses that principals provided in President’s Executive Order 11246, as revised on January 4, 2002.

4. Americans with Disabilities Act:

Subrecipient agrees to comply with Section 504 of the Rehabilitation Act of 1973 as amended; Title VI and VII of the Civil Rights Act of 1964 as amended; Americans with Disabilities Act, 42 USC 12101; California Code of Regulations, Title 2, Title 22: California Government Code, Sections 11135, et seq; and other federal and state laws and executive orders prohibit discrimination. All programs, activities, employment opportunities, and services must be made available to all persons, including persons with disabilities.

5. Drug-Free Workplace:

The Subrecipient hereby certifies compliance with Government Code Section 8355 in matters relating to providing a drug-free workplace as set forth in Exhibit 2, attached hereto and incorporated herein by reference.

The Subrecipient will:
a. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations, as required by Government Code Section 8355(a). b. Establish a drug-free awareness program as required by Government Code Section 8355(b) to inform employees about all of the following:
i. The dangers of drug abuse in the workplace;
ii. The Subrecipient’s policy of maintaining a drug free workplace;
iii. Any available counseling, rehabilitation, and employee assistance programs; and
iv. Penalties that may be imposed upon employees for drug abuse violations.
c. Provide as required by Government Code Section 8355(c) that every employee who works under this Contract:
i. Will receive a copy of the company’s drug-free policy statement; and
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ii. Will agree to abide by the terms of the company’s statement as a condition of employment under this Contract.

Failure to comply with these requirements may result in suspension of payments under the contract or termination of the contract or both, and the Subrecipient may be ineligible for award of any future County contracts if the County determines that any of the following has occurred:
iii. The Subrecipient has made false certification, or
iv. The Subrecipient violates the certification by failing to carry out the requirements as noted above.

6. Anti-Lobbying:

Subrecipient certifies that it will comply with federal law (31 U.S.C. 1352) and regulations found at 24 CFR Part 87, which provide that:
a. No federal appropriated funds will be paid, by or on behalf of it, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any Federal loan, the entering into of any Cooperative Agreement, and the extension,
continuation, renewal, amendment, or modification of any federal contract, grant, loan, or Cooperative Agreement; and
b. Subrecipient shall include subject anti-lobbying certification in award documents for all sub-Subrecipients at all tiers (including sub-subcontracts, sub-subgrants, and contract under grants, loans, and Cooperative Agreements) and that all sub-Subrecipients shall certify and disclose accordingly.

7. Employment Restrictions:
a. Prohibited Activity:

Subrecipient is prohibited from using funds provided herein, or personnel employed in the administration of the program, for:
political activities, sectarian or religious activities, lobbying, political patronage, and nepotism activities.
b. OSHA:

Where employees are engaged in activities not covered under the Occupational Safety and Health Act of 1970, they shall not be required or permitted to work, be trained, or receive services in buildings or surroundings or under working conditions which are unsanitary, hazardous or dangerous to the participants’ health or safety.
c. Employee Rights
i. Federal Minimum Wage
Subrecipient must follow the Fair Labor Standards Act
(FLSA), as it currently exists and it may be amended, which sets basic minimum wage and overtime pay standards.

These standards are enforced by The United States
Department of Wage and Hour Division under Department’s County of Orange Page 38 of 47 City of Seal Beach
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Wage and Hour Division. The Federal minimum wage
provisions are contained in the FLSA. Many states also
have minimum wage laws. In cases where an employee is
subject to both state and federal minimum wage laws, the employee is entitled to the higher minimum wage.
d. California Minimum Wage
i. Subrecipient must follow the California enacted legislation signed by the Governor of California, raising the minimum wage for all industries (MW-2007). (AB 1835, CH230, Stats of 2006, adding sections 1182.12 and 1182.13 to the
California Labor Code.) Pursuant to its authority under Labor Code section 1182.13, the Department of Industrial
Relations amends and republishes Sections, 1, 2, 3, and 5 of the General Minimum Wage Order. MW-2001, Section 4,
Separability, has not been changed. Consistent with this enactment, amendments are made to the minimum wage,
and the meals and lodging credits sections of all of the IWC’s industry and occupation orders. This summary must be
made available to employees in accordance with the IWC’s wage orders. Copies of the full text of the amended wage orders may be obtained by ordering on-line at
www.dir.ca.gov/WP.asp or by contacting your local Division of Labor Standards Enforcement office.
e. Hatch Act:

Subrecipient agrees that no funds provided, nor personnel employed under this Contract, shall be in any way or to any extent engaged in the conduct of political activities in violation of the Hatch Act, 5 U.S.C. Section 1501 et seq. and Chapter 15 of Title V of the U.S.C.
f. Religious Organization/Activities:

In accordance with 24 CFR 570.200(j), Subrecipient shall not discriminate against faith-based organizations in administering its federal HUD activities. Subrecipient agrees that funds provided under this Contract will not be utilized for inherently religious activities prohibited by 24 CFR 570.200(j), such as worship, religious instruction, or proselytization or to promote religious interest, or for the benefit of a religious organization.

8. Labor Standards
a. Subrecipient agrees to contact County no less than fourteen (14) days prior to the Pre-Construction Meeting date to seek consultation regarding application of requirements per federal labor standards regulations or Davis-Bacon related Acts.
b. Subrecipient will comply with Davis-Bacon Act and/or State Prevailing Wage requirements, when applicable.
c. Subrecipient agrees to comply with all applicable requirements of the Secretary of Labor in accordance with the Davis-Bacon Act, the provisions of Contract Work Hours and Safety Standards Act, the County of Orange Page 39 of 47 City of Seal Beach
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Copeland “Anti-Kickback” Act (40 U.S.C. 276, 327-333), and all other applicable Federal, State and local laws and regulations pertaining to labor standards. Subrecipient shall maintain all applicable documentation, which demonstrates compliance with hour and wage requirements of this part. Such documentation shall be made available to County for review upon request.
d. Subrecipient agrees that, except with respect to the rehabilitation or construction of residential property designed for residential use for less than eight (8) units, all Subrecipients engaged in contracts of $2,000.00 or more for construction, renovation or repair of any building or work financed in whole or in part with assistance provided under this Contract, shall comply with all applicable federal requirements including Department of Labor regulations, under 29 CFR, Parts 3, 1, 5, 7 and 1926 governing the payment of wages and ratio of apprentices and trainees to journeymen.

Nothing hereunder is intended to relieve
e. Subrecipient of its obligation, if any, to require payment of the higher rate under state or local laws Subrecipient shall insert provisions meeting the requirements of this Paragraph in all such Contracts.

In case where the Davis-Bacon Act applies, Subrecipient agrees to submit the Construction Bid Package for this project to County for modification, Subrecipient shall construct project in accordance with the approved Construction Bid Package.

9. California Labor Code Compliance
a. Prevailing Wage laws apply, Subrecipient hereby agrees to pay, or cause its subcontractors to pay, Prevailing Wage rates at all times for all construction, improvements, or modifications to be completed for County under this Contract. Subrecipient herein agrees that Subrecipient shall post, or cause to be posted, a copy of the most current, applicable Prevailing Wage rates at the site where the construction, improvements, or modifications are performed. b. Payroll Records
Subrecipient agrees that:

Certified copies of all payroll records for this project shall be required pursuant to the provisions of California Labor Code “Section 1776”. The reporting format and words of certification shall be as indicated in Title 8 of the California Code of Regulations, Section 16401.

Certified copies of the payroll records of all subcontractors working on this project are required. It shall be the responsibility of the prime contractor to ensure subcontractor compliance.

Certified copies of all payroll records shall be submitted on a weekly basis to County through the duration of this Contract.

Subrecipient acknowledges that failure to comply with Section 1776 may result in a forfeiture of one hundred dollars ($100) for each calendar day, or portion thereof, for each worker, until strict compliance is effectuated, County of Orange Page 40 of 47 City of Seal Beach
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and it should be recognized that a contractor or subcontractor, or agent or representative thereof who neglects to comply is guilty of a misdemeanor pursuant to California Labor Code Section 1777.

10. Economic Opportunities
Compliance
Subrecipient agrees to abide by the provisions of OMB Circulars 102 and 110, as applicable, 24 CFR 570.611 with respect to conflicts of interest, and covenants that it presently has no financial interest and shall not acquire any financial interest, direct or indirect, which would conflict in any manner or degree with the performance of services required under this Contract.

Subrecipient further covenants that in the performance of this Contract no person having such a financial interest shall be employed or retained by Subrecipient hereunder. These conflict of interest provisions apply to any person who is an employee, agent, consultant, officer, or elected official or appointed official of County or Subrecipient, or any designated public agencies which are receiving funds under the CDBG Entitlement Program.

This Contract is subject to the requirements of 12 USC 1701u, the HUD regulations issued pursuant thereto at 24 CFR, 135.1 et seq., and any applicable rules and orders of HUD issued Federal financial assistance shall be conditioned upon compliance with 12 USC 1701u. Failure to fulfill these requirements shall subject Subrecipient and any sub-Subrecipients, their successors and assigns, to those remedies specified herein.

Subrecipient certifies and agrees that no conflict exists which would prevent compliance with requirements.

The Subrecipient agrees to abide by 24 CFR, 135.38, below and will insert the following clause in any subcontracts executed with third parties for work covered by this Contract:
a. The work to be performed under this Contract is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended (12 USC §1701u) ("Section 3"). The purpose of Section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUDassisted developments covered by Section 3 shall, to the greatest extent feasible, be directed to low- and very low-income persons, including persons who are recipients of HUD assistance for housing, with a preference for both targeted workers living in the service area or neighborhood of the Development and YouthBuild participants, as defined at 24 CFR Part 75 ("Section 3
Regulations").

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b. The Parties agree to comply with HUD's Regulations in 24 CFR, Part 75 which implement Section 3. As evidenced by their execution of this Contract, the Parties certify that they are under no contractual or other impediments that would prevent them from complying with the Section 3 Regulations.
c. The Sub-recipient, contractor, and subcontractor agrees to send to each labor organization or representative of workers with which the Sub-recipient, contractor, and subcontractor has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers' representative of the Sub-recipient, contractor, and subcontractor's commitments under this section of the Contract and will post copies of the notice in conspicuous places at the worksite where both employees and applicants for training and employment positions can see the notice. The notice shall describe the Section 3 preference and shall set forth the following: (i) minimum number and job titles subject to hire, (ii) availability of apprenticeship and training positions, (iii) qualifications for each, (iv) name and location of the person(s) taking applications for each of the positions, and (v) the anticipated date the work shall begin.
d. The Sub-recipient, contractor, and subcontractor agrees to include this Section 3 clause in every subcontract subject to compliance with regulations in Section 3 Regulations and agrees to take appropriate action, as provided in an applicable provision of the subcontractor in this Section 3 clause, upon a finding that the subcontractor violates the regulations in Section 3 Regulations.

The Sub-recipient, contractor, and subcontractor will not subcontract with any subcontractor where the Sub-recipient, contractor, and subcontractor has notice or knowledge that the subcontractor has been found in violation of the regulations 24 CFR part 75.

e. The Sub-recipient, contractor, and subcontractor will certify that any vacant employment positions, including training positions, that are filled (1) after a contractor is selected but before the Contract is executed, and (2) with persons other than those to whom the regulations of 24 CFR part 75 require employment opportunities to be directed, were not filled to circumvent the Sub-recipient, contractor, and subcontractor's obligations under 24 CFR part 75

f. Noncompliance with HUD's regulations in 24 CFR part 75 may result in sanctions, termination of this Contract for default, and debarment or suspension from future HUD assisted contracts.

11. Environmental Conditions:

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Subrecipient shall comply with HUD Environmental Review under HUD regulations at 24 CFR 58 et seq., which implement the National Environmental Policy Act (NEPA); and, the California Environmental Quality Act (CEQA). No costs shall be incurred and no funds shall be disbursed prior to certification by County and/or HUD of environmental compliance.

Subrecipient shall incur no costs for any project-related activity defined in Subrecipient Scope of Services and County shall not disburse funds prior to certification by County and/or HUD for environmental compliance.

Subrecipient shall provide requested material to County for the Environmental Review process required by applicable regulations. a. Air and Water:

Subrecipient agrees to comply with the following regulations in so far as they apply to the performance of this Contract:

Clean Air Act, 42 U.S.C., 1857, et seq.

Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251, et seq.

Environmental Protection Agency (EPA) regulations pursuant to 40 CFR 50 and 40 CFR 58.
b. Flood Disaster Protection:

Subrecipient agrees to comply with the requirements of the Flood Disaster Protection Act of 1973, including as applicable any regulations set forth in 24 CFR 55, (implementing Executive Order 11988) in regard to the sale, lease or other transfer of land acquired, cleared, or improved under the terms of this Contract, as it may apply to the provisions of this Contract.
c. Lead-Based Paint:

Subrecipient agrees that any construction or rehabilitation of residential structures with assistance provided under this Contract shall be subject to HUD Lead-Based Paint Regulations at 24 CFR 570.608, and 24 CFR 35, particularly, 24 CFR 35.100 through

35.175. Such regulations pertain to all HUD-assisted housing and require that all owners, prospective owners, and tenants or properties constructed prior to 1978 be properly notified with the “Protect Your Family From Lead In Your Home” publication, found at http://www.epa.gov/lead that such properties may include leadbased paint. d. Historic Preservation:

Subrecipient agrees to comply with the Historic Preservation requirements set forth in the National Historic Preservation Act of 1966, as amended (16 U.S.C. 470) and the procedures set forth in 36 CFR 800, Protection of Historic Properties, insofar as they apply to the performance of this Contract.

In general, this requires concurrence from the State Historic Preservation Officer for all rehabilitation and demolition of historic properties that are fifty years old or older or that are included on a Federal, State, or local historic property list.

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e. Energy Efficiency Standards:

Subrecipient agrees to comply with the California Energy Commission Assembly Bill 970, Title 24, Part I of the California Code of Regulations (AB970: Building Efficiency Energy
Standards), in regard to construction and property development, when applicable.
f. Modifications/Transfers of Real Property:

Any proposed modification or change in use of real property acquired or improved, in whole or in part, by CDBG funds from the use planned at the time of the acquisition or improvement, including disposition, is prohibited.
i. Subrecipient shall ensure that any real property under Subrecipient’s control that was acquired or improved in whole or in part with CDBG funds in excess of $25,000 is either:
i.i. Used to meet one of the national objectives contained in 24 CFR 570.208 for a period not less than five years,
or for such period of time as determined to be
appropriate by County, after expiration of the Contract and close-out of Subrecipient’s participation in the
CDBG Program, or, until five years after the close-out
of the grant from which the assistance to the property, whichever occurs first; or,
i.ii. Disposed of in a manner which results in County being reimbursed in an amount equal to the current fair
market value of the property less any portion thereof
attributable to expenditures of non-CDBG funds for
acquisition of, or improvement to, the property. Such
reimbursement is not required after the period of time
specified in accordance with this Paragraph 49.
g. Property Records:

Subrecipient shall maintain real property inventory records, which clearly identify properties purchased, improved, or sold. Properties retained shall continue to meet eligibility criteria, rental limitations, health, safety and building codes, etc., and shall conform to federal and State regulations.
h. Equipment:

Subrecipient shall use, manage and dispose of equipment in accordance with federal and State regulations.
i. Subcontracts:
i. Subrecipient shall submit all subcontract agreements to County for review and consent prior to entering into such subcontracts. For construction subcontracts, Subrecipient shall submit the Construction Bid Package to County for review and written approval by Director or designee prior to advertising for bids and award for the construction contract.

Subrecipient shall construct Project in accordance with the Construction Bid Package, which Director approved, unless prior written approval is received from Director for
County of Orange Page 44 of 47 City of Seal Beach
OC Community Resources Contract # 012-23010639-CV
modification thereof.
ii. Subrecipient shall assume responsibility for all
subcontracted services to assure Contract compliance.
iii. Subrecipient shall cause all of the provisions of this Contract in entirety to be included in and made a part of any
subcontract executed in the performance of this Contract. iv. Subrecipient shall monitor all subcontracted services on a quarterly basis to assure Contract compliance. Results of said monitoring efforts shall be summarized in written form, and supported with documented evidence of follow-up
actions(s) to correct any area(s) of Contract noncompliance. Documentation shall be made available for periodic monitoring by representatives of County and/or HUD.
j. Fair Housing:

Subrecipient shall affirmatively further fair housing in accordance with 24 CFR 570. Under section 808(e)(5) of the Fair Housing Act, HUD has a statutory duty to affirmatively further fair housing. HUD requires the same of its funded sub-recipients. The Subrecipient has a duty to affirmatively further fair housing opportunities for classes protected under the Fair Housing Act, along with all applicable State & Federal requirements.
k. Grantor Recognition:

Subrecipient shall insure recognition of the role of the County in providing services through this Contract. All activities, facilities and items utilized pursuant to this Contract shall be prominently labeled as to funding source. In addition, Subrecipient will include a reference to the support provided herein in all publications made possible with funds made available under this Contract.

Subrecipient will retain documentation of such recognition, which shall be available for periodic monitoring by representatives of County or HUD.
l. Rehabilitation Act:

Subrecipient agrees to comply with any federal regulations issued pursuant to compliance with Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. 706) which prohibits discrimination against the handicapped in any federally assisted program. County shall provide Subrecipient with any guidelines necessary for compliance with that portion of the regulations in force during the term of this Contract.

49. Definitions:

For the purposes of this Contract the following definitions shall apply:

County of Orange Page 45 of 47 City of Seal Beach
OC Community Resources Contract # 012-23010639-CV
A. OC Community Resources (OCCR): Designated as the Lead for the development and implementation of County of Orange Urban County Program’s Consolidated Plan.

B. Director: Director of OC Community Resources, or designee.

C. Grantee Performance Report (GPR) Information Form: A Program activity data document provided by County to Subrecipient used to monitor, track and report the performance of Subrecipient.

D. OC Community Resources Contract Reimbursement Policy: A County document setting policies regarding types of documentation required to support the costs incurred and paid (including but not limited to copies of paid invoices, certified payroll registers, bank statements, etc.)
E. Project: Any site or sites, including buildings, and/or activities assisted with federal program funds.

F. OMB: Federal Office of Management and Budget.

G. CAPER: Consolidated Annual Performance and Evaluation Report. An annual published report to HUD and the public on all housing-related activities.

H. CDBG: 24 CFR Part 570 - Community Development Block Grant – the CDBG regulations set forth eligible activities and the national objectives that each activity must meet. The Catalog of Federal Domestic Assistance (CFDA) # 14.218 distributes formula grants (CDBG) to develop viable urban communities by providing decent housing, a suitable living environment, and expanding economic opportunities, principally for persons of low and moderate income.

I. Continuum of Care: An Orange County group composed of representatives of relevant organizations that serve homeless and formerly homeless persons that are organized to plan for and provide, as necessary, a system of services to address the various needs of homeless persons and persons at risk of homelessness.

J. Homeless Management Information System (HMIS): The information system designated by the Continuum of Care to comply with HUD’s data collection, management, and reporting standards and used to collect client-level data and data on the provision of housing and services to homeless individuals and families and persons at risk of homelessness. (24 CFR Part 580) K. Equipment: Tangible, non-expendable, personal property having a useful life of more than one year and an acquisition cost of $5,000 or more per unit.

L. Substantial Amendment: The following criteria will be used by the County – if any one criteria applies, a substantial amendment will be required:

County of Orange Page 46 of 47 City of Seal Beach
OC Community Resources Contract # 012-23010639-CV
i. A new activity not previously listed and described in the Consolidated Plan/Annual Action Plan;
ii. When a proposal is made to amend the description of an existing activity in such a way that the newly described purpose, scope, or beneficiaries differ significantly from the original activity’s purpose, scope, or beneficiaries; and/or
iii. An increase in the amount of Federal Community Planning Development and/or local funds allocated to an existing activity when the following apply:
a. An increase in funding for a public service activity in an amount that is consistent with County policy; or
b. An increase in the funding for public facility
improvements/housing rehabilitation in an amount that is consistent with County policy.

M. Construction Bid Package: A package of bidding documents which includes the proposal, bidding instructions, Contract documents, detailed estimated costs, and plans and specifications for a construction project, all prepared in accordance with applicable Federal regulations.

N. Program Administration: An activity relating to the general management, oversight and coordination of community development programs. Costs directly related to carrying out eligible activities are not included.

THE REMAINDER OF THE PAGE WAS INTENTIONALLY LEFT BLANK
County of Orange Page 47 of 47 City of Seal Beach
OC Community Resources Contract # 012-23010639-CV
Signature Page
IN WITNESS WHEREOF, the Parties hereto certify that they have read and understand all the terms and conditions contained herein and have hereby cause this Contract to be executed. *City of Seal Beach
By: By:

Name: Name:

Title: Title:

Dated: Dated:
*For Subrecipients that are corporations, signature requirements are as follows: 1) One signature by the Chairman of the Board, the President or any Vice President; and 2) One signature by the secretary, any Assistant secretary, the Chief Financial Officer or an Assistant Treasurer.

For Subrecipients that are not corporations, the person who has authority to bind the Subrecipient to a contract, must sign on one of the lines above. ************************************************************

COUNTY OF ORANGE
A Political Subdivision of the State of California
COUNTY AUTHORIZED SIGNATURE:

Print Name Title

Signature Dated

APPROVED AS TO FORM

DEPUTY COUNTY COUNSEL
By: Dated:

Deputy County Counsel

ATTACHMENT A
County of Orange Page 1 of 4 City of Seal Beach
OC Community Resources Contract # 012-23010639-CV

SCOPE OF SERVICES

CORONAVIRUS AID, RELIEF, AND ECONOMIC SECURITIES (CARES) ACT, H.R.748 COMMUNITY DEVELOPMENT BLOCK GRANT

HOUSING REHABILITATION

SEAL BEACH BATHROOM ACCESSIBILITY PROGRAM

1. Scope of Services
A. HUD Matrix Code / Activity:
14 A Rehabilitation: Single-Unit Residential / Subrecipient activities as described in the Contract and the Scope of Services shall comply with the definition and requirements set forth in 24 CFR 570.202(a) (1) and cares act requirements.

B. Project Title:

Seal Beach Bathroom Accessibility Program
C. Program Description:

The Subrecipient shall use CDBG funds received under this Contract to continue its Seal Beach Bathroom Accessibility Program (“Program”).

The Program will assist between 40 to 55 frail and/or disabled senior households within the City of Seal Beach. Subrecipients shall significantly improve bathroom accessibility and safety by "cutting-down" the tub walls and converting the tub/shower into an accessible "shower-only." Subrecipient shall improve accessibility to the bathroom facilities for these seniors, as well as reduce the likelihood of them falling in the bathroom and shall follow the requirements set forth in Attachments C and E. In addition, Subrecipient shall provide grab bars, install benches, and/or high-boy toilets that are compliant with American with Disabilities Act (ADA). Grant funding will average $5,600 per unit and will only be available to

ATTACHMENT A
County of Orange Page 2 of 4 City of Seal Beach
OC Community Resources Contract # 012-23010639-CV
Seniors who are income qualified, own their unit, and have a doctor’s verification of their health need for the improvements due to mobility problems, pain of movement, loss of balance or other disabilities. For the past 17 years, CDBG funding for this program has assisted over 1,346 Seniors. No exterior rehabilitation work will occur.

D. Project Need:

Many homes in Seal Beach were built before accessibility standards were established. As an unfortunate result, the original tub/showers require seniors to lift one leg over the tub wall, while balancing their body weight on one leg on a slippery wet tub floor. The City of Seal Beach’s Bathroom Accessibility Program eliminates this dangerous situation with the CDBG granted funding. The City’s program provides increased accessibility to proper personal hygiene for seniors with physical difficulties and range of mobility problems, pain of movement, loss of balance or other disabilities. The City of Seal Beach’s Bathroom Accessibility Program provides a desperately needed bathroom modification, and allows qualified Seniors to continue to live in their existing homes, near familiar surroundings and services available within the City of Seal Beach. This allows them to prevent, prepare and respond to the Coronavirus Pandemic as they can better care for their hygiene needs and maneuver through familiar community surroundings.

E. Low/Mod Neighborhood Preservation:

The City of Seal Beach’s Bathroom Accessibility Program will provide increased accessibility to health and hygiene as well as livability for low-income, older, residents in the City of Seal Beach. The CDBG funding significantly improves bathroom accessibility and reduces the risk of falling for the Seniors. Additionally, the program helps to improve the existing, older housing stock in Seal Beach. The improvements will also benefit future senior residents as the program expands and as new Seniors move into the community and occupy the refurbished housing units.

ATTACHMENT A
County of Orange Page 3 of 4 City of Seal Beach
OC Community Resources Contract # 012-23010639-CV
F. Program Objectives and Outcomes Chart:

Activity Outputs

1. Project to Bid Contractor starts project

2. Construction 40-55 bathrooms made accessible

3. Inspection, Sign-Off & Verified 40-55 bathrooms made accessible Completion
Performance Objectives Performance Outcomes

1. Creating Economic Opportunities Availability/Accessibility

2. Suitable Living Environment Availability/Accessibility

3. Suitable Living Environment Availability/Accessibility CDBG National Objective LMH 570.208(a)(3)
Outcomes
40-55 Housing Units

1. Federal Award Identification
A. Subrecipient Name: City of Seal Beach
B. Subrecipient’s Unique Identifier (DUNS) and Unique Entity ID #: 060752607 and J2JWJVWQ8EA6
C. Federal Award Identification Number (FAIN): 14.218
D. Federal Award Date: Oct. 26, 2021
E. Subaward Period of Performance: January 25, 2023 through August 31,2023 F. Total Amount of Federal Funds Obligated by the Action: $300,000 CFDA FAIN Award Date Formula Funds Amount
$
$
TOTAL:

ATTACHMENT A
County of Orange Page 4 of 4 City of Seal Beach
OC Community Resources Contract # 012-23010639-CV
G. Total Amount of Federal Funds Obligated to the Subrecipient: $300,000 H. Total Amount of the Federal Award: $ 2,428,308
I. Federal Award Project Description: Housing Rehabilitation J. Federal Awarding Agency: U.S. Department of Housing & Urban Development K. Name of Pass Through Entity (PTE): County of Orange
L. Contact Information for the Awarding Official:

Julia Bidwell, Director, Housing & Community Development (714) 480-2991 [email protected]
M. CFDA Number and Name:

14.218 – Community Development Block Grants/Entitlement Grants N. Whether Award is R&D: Not a R&D Award
O. Indirect Cost Rate for the Federal Award: No Indirect Cost for this Contract

ATTACHMENT B
County of Orange Page 1 of 2 City of Seal Beach
OC Community Resources Contract # 012-23010639-CV

PAYMENT/COMPENSATION
CORONAVIRUS AID, RELIEF, AND ECONOMIC SECURITIES (CARES) ACT, H.R.748

COMMUNITY DEVELOPMENT BLOCK GRANT

HOUSING REHABILITATION

SEAL BEACH BATHROOM ACCESSIBILITY PROGRAM

1. COMPENSATION:

This is a Contract between the County and the Subrecipient for $300,000 as set forth in Attachment A. Scope of Services attached hereto and incorporated herein by reference.

The Subrecipient agrees to accept the specified compensation as set forth in this Contract as full remuneration for performing all services and furnishing all staffing and materials required, for any reasonably unforeseen difficulties which may arise or be encountered in the execution of the services until acceptance, for risks connected with the services, and for performance by the Subrecipient of all its duties and obligations hereunder. The County shall have no obligation to pay any sum in excess of the total Contract amount specified unless authorized by an amendment in accordance with paragraphs C and P of the County’s General Terms and Conditions.

2. FIRM DISCOUNT AND PRICING STRUCTURE:

Subrecipient guarantees that prices quoted are equal to or less than prices quoted to any other local, state or federal government entity for services of equal or lesser scope.

Subrecipient agrees that no price increases shall be passed along to the County during the term of this Contract not otherwise specified and provided for within this Contract.

3. PAYMENT TERMS:

An invoice for services/activities shall be submitted to the address specified below upon the completion of the services/activities and approval of the County Project Manager.

Subrecipient shall reference Contract number on invoice. Payment will be net 30 days after receipt of an invoice, contingent upon availability of funds, in a format acceptable to the County of Orange, verified and approved by OC Community Resources and subject to routine processing requirements of the County. The responsibility for providing an acceptable invoice rests with the Subrecipient.

Billing shall cover services not previously invoiced. The Subrecipient shall reimburse the County of Orange for any monies paid to the Subrecipient for services not provided or when services do not meet the Contract requirements.

ATTACHMENT B
County of Orange Page 2 of 2 City of Seal Beach
OC Community Resources Contract # 012-23010639-CV
Payments made by the County shall not preclude the right of the County from thereafter disputing any items or services involved or billed under this Contract and shall not be construed as acceptance of any part of the services.

Invoice(s) are to be sent to:

OC Community Resources Accounting
601 N Ross St, 6th Floor, Santa Ana, CA 92701
INVOICING INSTRUCTIONS:

Further instructions regarding invoicing/reimbursement as set forth in Exhibit 1-OC Community Resources Contract Reimbursement Policy, are attached hereto and incorporated herein by reference.

The Subrecipient will provide an invoice on Subrecipient’s letterhead for services rendered. Each invoice will have a number and will include the following information:

The Demand Letter/Invoice must include Delivery Order (DO) Number, Contract Number, Service date(s) – Month of Service along with other required documentation (See Exhibit 1).

4. OC COMMUNITY RESOURCES CONTRACT REIMBURSEMENT POLICY:

Further instructions regarding invoicing/reimbursements as set forth in Exhibit 1 – OC Community Resources Contract Reimbursement Policy, are attached hereto and incorporated herein by reference.

Attachment C
County of Orange Page 1 of 2 City of Seal Beach
OC Community Resources Contract # 012-23010639-CV

BUDGET SCHEDULE

CORONAVIRUS AID, RELIEF, AND ECONOMIC SECURITIES (CARES) ACT, H.R.748 COMMUNITY DEVELOPMENT BLOCK GRANT

HOUSING REHABILITATION

SEAL BEACH BATHROOM ACCESSIBILITY PROGRAM

1. Subrecipient’s Cost Proposal – City of Seal Beach Bathroom Accessibility Program

A. Project Cost Budget
Project Cost Budget Chart
City of Seal Beach CDBG-CV Housing Rehabilitation
Project Costs/Activity
Urban County
Funds
Leveraged
Resources Total
Housing Rehabilitation $231,000 N/A $231,000
Administration $69,000 $69,000
Total Project Cost $300,000 $300,000
B. Detailed Project Cost Budget Description:

Project Activity Construction: Much of the housing in the City of Seal Beach was built before ADA accessibility standards were established. As an unfortunate result, many home tub/showers require Seniors to lift one leg over the tub wall while balancing their body weight on one leg on a slippery tub floor. This is a significant fall risk. The Subrecipient’s Bathroom Accessibility Program eliminates this dangerous situation by cutting down the fiberglass bathtub wall to 3-4 inches.

Then a custom glass enclosure is fitted to the cut-down tub; enabling it to function as a shower. The floor of the tub is refinished with slip resistant material, fiberglass seats are built where needed, and grab-bars are affixed to the shower walls where Attachment C
County of Orange Page 2 of 2 City of Seal Beach
OC Community Resources Contract # 012-23010639-CV
necessary. Hi-boy toilets are also installed. All of these bathroom modifications provide accessibility to income qualified Seniors with limited range of motion, mobility problems, pain of movement, loss of balance or other disabilities. All of the Urban County funds, (CDBG-CV funds) awarded under this Contract shall be used for this bathroom accessibility rehabilitation and program delivery costs.

ATTACHMENT D
County of Orange Page 1 of 1 City of Seal Beach
OC Community Resources Contract # 012-23010639

STAFFING PLAN

CORONAVIRUS AID, RELIEF, AND ECONOMIC SECURITIES (CARES) ACT, H.R.748 COMMUNITY DEVELOPMENT BLOCK GRANT

HOUSING REHABILITATION

SEAL BEACH BATHROOM ACCESSIBILITY PROGRAM

1. Staffing Plan
Project Title: Seal Beach Bathroom Accessibility Program Classification/Title
1 Project Manager:

Community Development Interim
Director
2 CivicStone, Inc. (Sub-Contractor)
The substitution or addition of other key individuals in any given category or classification shall be allowed only with prior written approval of the County Project Manager.

The Subrecipient may reserve the right to involve other personnel, as their services are required. The specific individuals will be assigned based on the need and time of the service/class required. Assignment of additional key personnel shall be subject to County approval.

ATTACHMENT E
County of Orange Page 1 of 2 City of Seal Beach
OC Community Resources Contract # 012-23010639-
CV

PERFORMANCE STANDARDS

CORONAVIRUS AID, RELIEF, AND ECONOMIC SECURITIES (CARES) ACT, H.R.748 COMMUNITY DEVELOPMENT BLOCK GRANT

HOUSING REHABILITATION

SEAL BEACH BATHROOM ACCESSIBILITY PROGRAM

1. Performance Standards
January 25, 2023 – Contract Start Date through August 31, 2023

2. Tools to Measure Project’s Effect – Seal Beach Bathroom Accessibility Program Milestone Date
Minimum Required
Expenditure/
Accomplishment Threshold Activity Results Achieved
May 31st 70% of Contracted Amount
Expended $210,000.00
May31st 70% of Proposed
Accomplishments Achieved
28 Housing Units
June 30th 80% of Contracted Amount
Expended $240,000.00
June 30th 80% of Proposed
Accomplishments Achieved
32 Housing Units

3. Subrecipient is required to provide Services identified in this Contract to applicants who apply to receive these Services. Each applicant, who shall be a resident of Leisure World, is required to have a doctor verify that the requested and proposed work to his or her bathroom is needed due to the applicant’s range of motion or mobility problems, pain or movement and/or loss of balance problems. In this manner, Subrecipient shall make sure that those with the greatest need receive the bathroom improvements first. Aside from an initial health analysis from their doctor, the funding is provided to income qualified Seniors who meet the HUD guidelines.

The Seal Beach Bathroom Accessibility Program has a very simple method to measure its success. Funding is provided to income and health qualified seniors and success is measured by the proper completion of each bathroom accessibility improvement.

ATTACHMENT E
County of Orange Page 2 of 2 City of Seal Beach
OC Community Resources Contract # 012-23010639-
CV
Comprehensive computer tracking, on-site inspections, photos, meetings with home owners and reports measure each stage of the program for each applicant to ensure that every senior is receiving the attention they deserve. Staff follows-up with contractors and homeowners to confirm progress, satisfaction, accuracy, and payments. Each recipient completes a Notice of Completion and before & after photos are taken of each bathroom to further verify proper completion. The Seal Beach Bathroom Accessibility Program receives many letters of thanks from seniors who have had this work done and want to express their satisfaction and gratitude.

Page 1 of 2 ends

EXHIBIT 1
Subject: OC Community Resources
Contract Reimbursement Policy
Effective: July 1, 2010
Revised: January 17, 2020
PURPOSE:

This policy contains updated fiscal documentation requirements for contract reimbursement for OC Community Services and OC Housing & Community Development. The procedures provide instructions for submitting reimbursement demand letter or invoice.

REFERENCES:

Executed County Board of Supervisors approved contract
Budget included in contract or presented as an attachment 48 CFR Part 31 Contract Cost Principles and Procedures
24 CFR Parts 85, 570.502, 570.201, 576.21, 576.51 and 576.61: For OC Housing & Community Development Contracts only.
2 CFR Part 200 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance)
BACKGROUND:

The executed Board of Supervisors approved contract is the authorization for all aspects of payment, including the maximum amount to be paid, the payee, and the scope of services and work. Payments are made in strict accordance with the contract terms. Allowable costs are identified in referenced Uniform Guidance and Code of Federal Regulations (CFR).

ATTACHMENTS:

Reimbursement Policy Status Form (RPS-1)
POLICY:

Contractor is responsible for the submission of accurate claims. This reimbursement policy is intended to ensure that the Contractor is reimbursed based on the code or codes that correctly describe the services provided. This information is intended to serve only as a general reference resource regarding OC Community Services’ and OC Housing & Community Development’s reimbursement policy for the services described and is not intended to address every aspect of a reimbursement situation. Accordingly, OC Community Services and OC Housing & Community Development may use reasonable discretion in interpreting and applying this policy to services provided in a particular case. Other factors affecting reimbursement may supplement, modify or, in some cases, supersede this policy. These factors may include, but are not limited to: legislative mandates and County directives. OC Community Services and OC Housing & Community Development may modify this reimbursement policy at any time by publishing a new version of the policy. However, the information presented in this policy is accurate and current as of the date of publication.

Cost incurred by Contractor must be substantiated and incurred during the contract period.

Total of all reimbursements cannot exceed the amount of the contract. Cost must be allowable under applicable Code of Federal Regulations (CFR) or Uniform Guidance. All supporting documentation for reimbursement must be submitted with demand letter or invoice. If contract

Page 2 of 2 ends

requires matching contribution, documentation substantiating contribution match must be submitted with demand letter or invoice.

At any time, based on County’s business needs and/or Contractor’s performance, the County may designate Contractor to submit abbreviated or comprehensive documentation, as identified in the respective sections. Upon designation, Contractor will be notified, in writing via Reimbursement Policy Status Form, of which requirements are in full force. When Contractor is required to submit comprehensive documentation, in addition to the items identified in the Abbreviated Documentation Requirements Section, Contractor must also provide the documentation identified in the Comprehensive Documentation Requirements Section.

PROCEDURES:

Abbreviated Documentation Requirements
Compile and submit:

1. Supporting documentation includes, but is not limited to:
a. General ledger/expense transaction report
b. Payroll register or labor distribution report
c. Payroll allocation plan
d. Personnel Documentation
e. Benefit plan and calculation of benefit
f. Employer-employee contract for non-customary benefits (if applicable) g. Pre-approval documentation for equipment purchases equal to or greater than $5,000

2. The following is required with the first month’s invoice only:
a. Cost allocation plan for rent, utilities, etc.
b. Indirect rate approved by cognizant agency (if applicable)

3. Summary of leveraged resources (if applicable)

4. Demand letters must contain the following certification (if required byContract):
“By signing this report, I certify to the best of my knowledge and belief that the report is true, complete, and accurate, and the expenditures, disbursements and cash receipts are for the purposes and objectives set forth in the terms and conditions of the Federal award. I am aware that any false, fictitious, or fraudulent information, or the omission of any material fact, may subject me to criminal, civil or administrative penalties for fraud, false statements, false claims or otherwise. (U.S. Code Title 18, Section 1001 and Title 31 Sections 3729-3730 and3801-3812)”

5. Grantee Performance Report (if required by Contract)

6. Supporting documentation shall be on single-sided sheets

7. Please redact employees’ Social Security Number from payroll reports

8. Demand letter or invoice, along with supporting documentation shall be submitted to:

OC Community Resources Accounting
601 N. Ross St., 6th Floor
Santa Ana, CA 92701
Comprehensive Documentation Requirements
In addition to abbreviated documentation, compile and submit:

9. Purchase orders, invoices, and receipts

10. Cashed checks

11. Check register

12. Consultant/sub-contractor invoices (with description of services)

13. Travel expense documentation: mileage reimbursement, hotel bill, meal reimbursement ACTION:

Distribute this policy to all appropriate staff
INQUIRIES: Inquiries may be directed to OCCR Accounts Payable at:

[email protected]
Reimbursement Policy Status Form
Per OC Community Resources Contract Reimbursement Policy, in regards to the Contract # listed herein, Contractor is designated with the Documentation Status of Abbreviated unless Comprehensive is checked below. If the contractor’s designation should change to Abbreviated, a new status form shall be approved. All related documentation requirements are in full force, until further notice.

Contractor: City of Seal Beach
Effective Date: January 25, 2023
Contract #: 012-23010639-CV
Documentation Status: ☒ Abbreviated ☐ Comprehensive
************************************************************************************************************* Program Authorization by: Auditor Controller Authorization by:

Print Name: Julia Bidwell
Signed by:

Date:

Two signatures are required to implement the form.

Distribution:

Contractor
Auditor Controller
Contract File
Program File
Reimbursement Policy Status (RPS-1)
Print Name: Eric Takanishi
Signed by:

Date:

Certification for
a Drug-Free Workplace
City of Seal Beach Contract # 012-23010639-CV
U.S. Department of Housing
and Urban Development
EXHIBIT 2
Applicant Name
Housing Rehabilitation
Program/Activity Receiving Federal Grant Funding
Acting on behalf of the above named Applicant as its Authorized Official, I make the following certifications and agreements to the Department of Housing and Urban Development (HUD) regarding the sites listed below:

I certify that the above named Applicant will or will continue to provide a drug-free workplace by:
a. Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the Applicant's workplace and specifying the actions that will be taken against employees for violation of such prohibition.
b. Establishing an on-going drug-free awareness program to inform employees ---
(I) The dangers of drug abuse in the workplace;
(2) The Applicant's policy of maintaining a drug-free
workplace;
(3) Any available drug counseling, rehabilitation, and
employee assistance programs; and
(4) The penalties that may be imposed upon employees
for drug abuse violations occurring in the workplace.
c. Making it a requirement that each employee to be engaged in the performance of the grant be given a copy of the statement required by paragraph a.;
d. Notifying the employee in the statement required by paragraph a. that, as a condition of employment under the grant, the employee will ---
(I) Abide by the terms of the statement; and
(2) Notify the employer in writing of his or her conviction for a violation of a criminal drug statute occurring in the workplace no later than five calendar days after such conviction; e. . Notifying the agency in writing, within ten calendar days after receiving notice under subparagraph d.(2) from an em- ployee or otherwise receiving actual notice of such conviction. Employers of convicted employees must provide notice, includ- ing position title, to every grant officer or other designee on whose grant activity the convicted
employee was working, unless the Federal agency has
designated a central point for the receipt of such notices.

Notice shall include the identification number(s) of each affected grant;
f. Taking one of the following actions, within 30 calendar days of receiving notice under subparagraph d.(2), with respect to any employee who is so convicted ---
(I) Taking appropriate personnel action against such an employee, up to and including termination, consistent with the requirements of the Rehabilitation Act of 1973, as amended; or (2) Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health, law enforcement, or other appropriate agency;
g. Making a good faith effort to continue to maintain a drugfree workplace through implementation of paragraphs a. thru f.

2. Sites for Work Performance. The Applicant shall list (on separate pages) the site(s) for the performance of work done in connection with the HUD funding of the program/activity shown above: Place of Performance shall include the street address, city, county, State, and zip code.

Identify each sheet with the Applicant name and address and the program/activity receiving grant funding.) Check here0if there are workplaces on file that are not identified on the attached sheets.

I hereby certify that all the information stated herein, as well as any information provided in the accompaniment herewith, is true and accurate.

Warning: HUD will prosecute false claims and statements. Conviction may result in criminal and/or civil penalties. (18 U .S.C. 1001, 1010, 1012; 31 U.S.C. 3729, 3802)
Name of Authorized Official Title
Signature Date
X
formHUD-50070(3/98)
ref. Handbooks 7417.1 , 7475.13, 7485.1 & .3
County of Orange
OC Community Resources

Page 1 of 2 ends

Contract No. 012-23010639-CV
Exhibit 3

CERTIFICATION REGARDING

DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION

LOWER TIER COVERED TRANSACTIONS
This certification is required by the regulations implementing Executive Order 12549, Debarment and suspension, 29 CFR Part 98.510, Participants’ responsibilities. The regulations were published as Part VII of the May 26, 1988 Federal Register (pages 19160-19211) (BEFORE COMPLETING CERTIFICATION, READ INSTRUCTIONS FOR CERTIFICATION) (1) The contractor or grant recipient of Federal assistance funds certifies, by submission of this exhibit document, that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department oragency.
(2) Where the contractor or grant recipient of Federal assistance funds is unable to certify to any of the statements in this certification, the contractor or grant recipient shall attach an explanation to this exhibit document.

Name
Title
Authorized Signature Date
County of Orange
OC Community Resources

Page 2 of 2 ends

Contract No. 012-23010639-CV
Exhibit 3
DEBARMENT AND SUSPENSION CERTIFICATION - Instructions for Certification

1. By signing and submitting this exhibit document, the contractor or grant recipient of Federal assistance funds is providing the certification as set out below.

2. The certification in the clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the contractor or grant recipient of Federal assistance funds knowingly rendered an erroneous certification in addition to other remedies available to the Federal Government, the Department of Labor (DOL) may pursue available remedies, including suspension and/or debarment.

3. The contractor recipient of Federal assistance funds shall provide immediate written notice to the County of Orange/Workforce Investment Board to which this certification document is submitted if at any time the contractor or grant recipient of Federal assistance funds learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.

4. The contractor or grant recipient of Federal assistance funds agrees by submitting this certification document that, should the covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the DOL.

5. The contractor or grant recipient of Federal assistance funds further agrees by submitting this certification document that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transactions," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions.

6. The contractor or grant recipient in a covered transaction may rely upon a certification of a contractor or grant recipient in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. The contractor or grant recipient may decide the method and frequency by which it determines the eligibility of its principals.

7. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of the contractor or grant recipient is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

8. Except for transactions authorized under paragraph 5 of these instructions, if the contractor or grant recipient in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the DOL may pursue available remedies, including suspension and/or debarment.

County of Orange
OC Community Resources

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Contract No. 012-23010639-CV
EXHIBIT 4

INSTRUCTIONS FOR COMPLETION OF

SF-LLL DISCLOSURE OF LOBBYING ACTIVITIES
This disclosure form shall be completed by the reporting entity, whether subawardee or prime Federal recipient at the initiation or receipt of a covered Federal action, or a material change to a previous filing, pursuant to title 31 U.S.C. section 1352. The filing of a form is required for each payment or agreement to make payment to any lobbying entity for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress. or an employee of a Member of Congress in connection with a covered Federal action.

Use the SF LLL-A Continuation sheet for additional information if the space on the form is inadequate. Complete all items that apply for both the initial filing and material change report. Refer to the implementing guidance published by the Office of Management and Budget for additional information.

1. Identify the type of covered Federal action for which lobbying is and has been secured to influence the outcome of a covered action.

2. Identify the status of the covered Federal action.

3. Identify the appropriate classification of this report. If this is a follow up report caused by a material change to the information previously reported, enter the year and quarter in which the change occurred. Enter the date of the last previously submitted report by this reporting entity for this covered Federal action.

4. Enter the full name, address, city, state and zip code of the reporting entity. Include congressional district. if known. Check the appropriate classification of the reporting entity that designates if it is, or expects to be a prime or subaward recipient.

Identify the tier of the subawardee, e. g. the first subawardee of the prime is the 1st tier. Subawards include but are not limited to subcontracts. subgrants and contract awards under grants.

5. If the organization filing the report, in item 4 checks "Subawardee", then enter the full name, address, city, state, and zip code of the prime Federal recipient. Include congressional district, if known.

6. Enter the name of the Federal agency making the award or loan commitment. Include at least one organizational level below agency name, if known. For example, Department of Transportation, United States Coast Guard.

7. Enter the Federal program name or description for the covered Federal action (item 1). If known, enter the full Catalog of Federal Domestic Assistance (CFDA) number for grants, cooperative agreements, loans and loan commitments.

8. Enter the most appropriate Federal identifying number available for the Federal action identified in item 1 (e. g. Request for Proposal (RFP) number; Invitation for Bid (IFB) number; grant announcement number the contract, grant. or loan award number; the application proposal control number assigned by the Federal agency). Include prefixes, e.g., "RFP DE 90 09."

9. For a covered Federal action where there has been an award or loan commitment by the Federal agency, enter the Federal amount of the award/loan commitment for the primary entity identified in item 4 or 5.

10. (a) Enter the full name, address, city, state and zip code of the lobbying entity engaged by the reporting entity identified in item 4 to influence the covered Federal action.
(b) Enter the full names of the individual(s) performing services, and include full address if different from 10 (a). Enter Last Name, First Name, and Middle Initial (MI).

11. Enter the amount of compensation paid or reasonably expected to be paid by the reporting entity (item 4) to the lobbying entity (item 10). Indicate whether the payment has been made (actual) or will be made (planned). Check all boxes that apply. If this is a material change report enter he cumulative amount of payment made or planned to be made.

12. Check the appropriate box(es). Check all boxes that apply. If payment is made through an in kind contribution, specify the nature and value of the in kind payment.

13. Check the appropriate box(es). Check all boxes that apply. If other, specify nature.

14. Provide a specific and detailed description of the services that the lobbyist has performed, or will be expected to perform, and the date(s) of any services rendered. Include all preparatory and related activity, not just time spent in actual contact with Federal officials. Identify the Federal official(s) or employee(s) contacted and the officer(s), employee(s), or Member(s) of Congress that were contacted.

15. Check whether or not a SF LLL A Continuation Sheet(s) is attached.

16. The certifying official shall sign and date the form, print his/her name, title, and telephone number.

Public reporting burden for this collection of information is estimated to average 30 minutes per response, including time for reviewing instructions. searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to the Office of Management and Budget. Paperwork Reduction Project (0348 0046) Washington D.C., 20503.

County of Orange
OC Community Resources

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Contract No. 012-23010639-CV
EXHIBIT 4

DISCLOSURE OF LOBBYING ACTIVITIES
Complete this form to disclose activities pursuant to 31 U.S.C 1352

1. Type of Federal Actions:
a. contract
b. grant
c. cooperative agreement
d. loan
e. loan guarantee
f. loan insurance

2. Status of Federal Actions:
a. bid/offer/application
b. initial award
c. post-award

3. Report Type:
a. initial filing
b. material change
For material change only:

Year: Quarter:

Date of last report:

4. Name and Address of Reporting Entity 5. If Reporting Entity in No. 4 is a Subawardee:

Enter Name and Address of Prime:

Congressional District, if known:

Prime Subawardee
Tier if known
Congressional District, if known:

6. Federal Department / Agency: 7. Federal Program Name/Description

8. Federal Action Number, if known: 9. Award Amount, if known:
$
10a. Name and Address of Lobbying Entity
(if individual, last name, first name, MI):
(attach Continuation Sheets SF-LLL-A, if necessary)
10b. Individual Performing Services
(including address if different from No. 10a)
(last name, first name, MI):

11. Amount of Payment (check all that apply):
$ Actual
Planned

13. Type of Payment (check all that apply)
a. retainer
b. one-time free
c. commission
d. contingent fee
e. deferred
f. other specify:

12. Form of Payment (check all that apply):
a. cash
b. in-kind: specify:
nature:
value:

14. Enter Description of Services performed or to be Performed and date(s) of Service, including officer(s), employee(s), or Member(s) contacted, for Payment indicated on item 11:

15. Continuation sheet(s) SF-LLL-A attached: Yes No

16. Information requested through this form authorized by Title 31 U.S.C. Section 1352. This disclosure of lobbying activities is a material representation of fact upon which reliance was placed by the tier above when this transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to the Congress semiannually and will be available for public inspection. An person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

Signature:

Print Name:

Title:

Telephone No:

Date:

County of Orange
OC Community Resources

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Contract No. 012-23010639-CV
Reporting Entity:

Page of
BILLING CODES 3410-01 -C; 6450-01-C; 6890-01 ;6025-01-C; 7510-01-C , 35 1 0-FE-C; 8120-01 -C; 4710-24-C, 6116-01 -C, EXHIBIT 4

DISCLOSURE OF LOBBYING ACTIVITIES

CONTINUATION SHEET
Approved by OMS - 0348-0046

CERTIFICATION REGARDING LOBBYING

CERTIFICATION FOR CONTRACTS, GRANTS, LOANS,

AND COOPERATIVE AGREEMENTS
The undersigned certifies, to the best of his or her knowledge and belief, that:

EXHIBIT 5

Page 1 of 1 ends

(1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.
(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form LLL, “Disclosure Form to Report Lobbying," in accordance with its instructions.
(3) The undersigned shall require that the language of this certification be included in the award documents for all* subawards at all tiers (including subcontracts, subgrants and contracts under grants, loans, and cooperative agreements) and that all* subrecipients shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10, 000 and not more than $100,000 for each such failure.

Grantee/Contractor Organization
Name
Title
Authorized Signature
*Note: In these instances, "All," in the Final Rule is expected to be clarified to show that it applies to covered contract/grant transactions over $100,000 (per OMB).

City of Seal Beach
Contract No. 012-23010639-CV
Agenda Item G

AGENDA STAFF REPORT
DATE: January 9, 2023
TO: Honorable Mayor and City Council
THRU: Jill R. Ingram, City Manager
FROM: Alexa Smittle, Community Development Director
SUBJECT: City of Seal Beach Participation in the Community Development Block Grant (CDBG) Program for Years 2023-
2026 Grant Application
________________________________________________________________ SUMMARY OF REQUEST:

That the City Council adopt Resolution 7356:

1. Approving the on-going participation in the County of Orange Housing and Community Development Program for Fiscal Years 2023-24, 2024-25, and 2025-26 to fund the Leisure World Bathroom Accessibility Program; and,

2. Authorizing the City Manager to execute all agreements necessary to accept funding.

BACKGROUND AND ANALYSIS:

Since 2005, the City of Seal Beach has received Community Development Block Grant (CDBG) funds for a bathroom renovation program in Leisure World through a contractual agreement with the County of Orange (County). The County receives CDBG funding from the United States Department of Housing and Urban Development (HUD), then divides the funding among its sub-recipients such as the City of Seal Beach.

The Leisure World Bathroom Accessibility Program is offered to residents of Leisure World with income levels below 80 percent of the area median income to better accommodate aging in place. The CDBG funding for this program improves safety, improves access to hygiene needs, and reduces pain of the residents within Leisure World. Many housing units within Leisure World have bathtubs that require the older and physically impaired residents to step up and over a high tub wall. The CDBG funds are considered a grant to the resident(s), and are used to modify an existing bathtub or shower to make it accessible. Specifically, the side wall of the bathtub is cut down so the user can easily step into it, and then refinished. Further additions may include adding skid-resistant flooring, fiberglass seats, grab bars, and a new glass shower enclosure. Additionally, standard toilets are replaced with

Page 2 ends

high-boy toilets, if desired. Smoke detectors are also added where mandated by the State of California.

Since 2005, the City’s Bathroom Accessibility Program has completed improvements for nearly 1,400 residents. The average cost per bathroom accessibility upgrade is $4,900.

To comply with federal regulations, the County and HUD require the City’s application process be approved and adopted by a resolution authorizing the submission of the current application, as well as future applications. Attachment A is a resolution approving the City’s participation in the Housing and Community Development Program of the County of Orange, Program Years 2023-2024, 2024- 2025 and 2025-2026, if awarded funding by the County.

ENVIRONMENTAL IMPACT:

There is no environmental impact related to this item.

LEGAL ANALYSIS:

This item has been reviewed as to form.

FINANCIAL IMPACT:

If the Resolution is approved by the City Council, it will be submitted to the County to complete the City’s application for Fiscal Years 2023-24, 2024-25, and 2025-26 of CDBG funding. Although the County’s application process approves a threeyear cycle of funding, future funding is contingent upon continued funding from the federal CDBG program and actual amounts allocated to the County.

Applications which encompass additional funding sources stand a better chance of being approved. Accordingly, the project application includes a funding match of $35,000 from the City’s General Fund for program and contract administration each year. Prior to the COVID pandemic, the City typically spent up to $70,000 from the General Fund annually for the administration of this program; however, since the pandemic, the County has allowed some administrative costs to be paid through the project costs. Hopefully this will continue, but it is unknown at this time.

The amount needed will be known prior to adoption of the next annual budget, and incorporated accordingly.

STRATEGIC PLAN:

This item is not applicable to the Strategic Plan.

RECOMMENDATION:

That the City Council adopt Resolution 7356:

Page 3 ends

2. Authorizing the City Manager to execute all agreements necessary to accept funding.

SUBMITTED BY: NOTED AND APPROVED:

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

A. Resolution 7356
B. CDBG Grant Application
RESOLUTION 7356

A RESOLUTION OF THE SEAL BEACH CITY COUNCIL APPROVING
THE CITY’S PARTICIPATION IN THE HOUSING AND COMMUNITY

DEVELOPMENT PROGRAM OF THE COUNTY OF ORANGE,
PROGRAM FISCAL YEARS 2023-2024, 2024-2025, AND 2025-2026 IF

FUNDED BY THE COUNTY OF ORANGE
WHEREAS, the Housing and Community Development Act of 1974 authorizes cities under 50,000 in population to enter into cooperative agreements with the county in which they are located for the purpose of undertaking essential community development activities. The Federal government requires participating cities to provide certifications that the funds will be obtained and utilized pursuant to Federal law and policy; and, WHEREAS, it is the intent of the City of Seal Beach to participate with the County of Orange for a grant authorized under the Housing and Community Development Act of 1974; and,
WHEREAS, the City of Seal Beach submitted an application under FY 2023-24, FY 2024- 25 and FY 2025-26 for Housing Rehabilitation Request For Proposal Bid No. 012- 23010523-NC; and,
WHEREAS, the City of Seal Beach desires to accept the award of CDBG funds and authorizes the execution of the necessary agreements, contracts and amendments and other corresponding documentation to accept the CDBG funds; and WHEREAS, Census Tracts 995.09 and 995.10 encompass Leisure World and, as a private community, the City does not provide any major assistance programs within Leisure World. The Leisure World tracts were approved for inclusion in a proposed bathroom accessibility assistance program with CDBG for FY2023-2024, FY2024-2025 and FY2025-2026 in the amount of $180,000 per year (maximum $200,000). The requested funding level of $180,000 (maximum $200,000) is consistent with the previously approved funding level by the County of Orange and is in accordance with the County guidelines.

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

Section 1. The City of Seal Beach hereby accepts the award of CDBG funds through the County’s Urban Counties Program, which will be used to support the City of Seal Beach’s Housing Rehabilitation Project, City of Seal Beach, Leisure World Bathroom Accessibility Program under Bid No. 012- 23010523-NC.

Section 2. The City of Seal Beach authorizes the City Manager or his/her designee to execute, for and on behalf of the City of Seal Beach, the necessary agreements(s) and/or any other documents or instruments or actions required by the County and/or the United States Department of Housing and Urban Development for participation in the Urban Counties Program and/or for acceptance of the CDBG funds under Bid No. 012-23010523-NC.

PASSED, APPROVED AND ADOPTED by the Seal Beach City Council at a regular meeting held this 9th day of January, 2023 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 7356 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 9th day of January, 2023.

Gloria D. Harper, City Clerk

Agenda Item H

AGENDA STAFF REPORT
DATE: January 9, 2023
TO: Honorable Mayor and City Council
THRU: Jill R. Ingram, City Manager
FROM: Alexa Smittle, Community Development Director
SUBJECT: Amendment to Professional Services Agreement with Hodge and Associates
________________________________________________________________ SUMMARY OF REQUEST:

That the City Council adopt Resolution 7357 extending the Term of the Professional Services Agreement with Hodge and Associates until June 30, 2023.

BACKGROUND AND ANALYSIS:

In January 2022, the City entered into a Professional Services Agreement with Hodge and Associates to conduct an environmental analysis pursuant to the California Environmental Quality Act (CEQA) for a proposed project located at 1300 Pacific Coast Highway. While the majority of the work has been completed, additional time is needed to finish this project. Staff is requesting that the City Council extend the contract by about six months, to expire June 30, 2023. No additional funding is requested, and all costs associated with this Agreement have been funded by the project applicant.

ENVIRONMENTAL IMPACT:

There is no environmental impact related to this item.

LEGAL ANALYSIS:

This item has been approved as to form.

FINANCIAL IMPACT:

There is no financial impact for this item.

STRATEGIC PLAN:

This item is not applicable to the Strategic Plan.

Page 2 ends

RECOMMENDATION:

That the City Council adopt Resolution 7357 extending the Term of the Professional Services Agreement with Hodge and Associates until June 30, 2023.

SUBMITTED BY: NOTED AND APPROVED:

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

A. Resolution 7357
B. Amendment 1 to the Professional Services Agreement
C. Professional Services Agreement with Hodge and Associates RESOLUTION 7357

A RESOLUTION OF THE SEAL BEACH CITY COUNCIL
APPROVING AND AUTHORIZING AMENDMENT NO. 1 TO

THE PROFESSIONAL SERVICES AGREEMENT WITH

HODGE AND ASSOCIATES
WHEREAS, The City of Seal Beach (City) has determined that additional time is needed to complete a Negative Declaration in accordance with the California Environmental Quality Act (CEQA) evaluating a development project located at 1300 Pacific Coast Highway; and,
WHEREAS, Consultant is a highly qualified consulting firm, specializing in environmental planning and will serve the needs of the City; and,
WHEREAS, City and Consultant wish to extend the Term of the Agreement to June 30, 2023, as provided herein.

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

Section 1. The City Council hereby approves to amend the Professional Services Agreement with Hodge and Associates as set forth in Exhibit “A”, attached hereto and incorporated herein by this reference as though set forth in full, extending the end of the term from January 18, 2022 to June 30, 2023.

Section 2. The Council hereby directs the City manager to execute the Amendment on behalf of the City.

PASSED, APPROVED and ADOPTED by the Seal Beach City Council at a regular meeting held on the 9th day of January, 2023 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 7357 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 9th day of January, 2023
Gloria D. Harper, City Clerk

PROFESSIONAL SERVICES AGREEMENT
Amendment No. 1
for
Environmental Consulting Services
Between
City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
&
Hodge & Associates
Environmental and Land Use Planning
3987 Missouri Flat Road, Suite 340, PMB 237
Placerville, CA 95667
This Amendment No. 1, dated January 9, 2023, amends that certain agreement (Agreement) made as of January 18, 2022 by and between the City of Seal Beach (City), a California charter city, and Hodge & Associates (Consultant). 2 of 3

RECITALS
A. City and Consultant are parties to the Agreement, pursuant to which Consultant provides environmental consulting services related to a development project application.

B. City and Consultant wish to amend the Agreement for Consultant to continue providing such services through the end of fiscal year 2022-2023.

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 2.0 (Term) of the Agreement is hereby amended to read as follows:

The term of this Agreement shall commence January
18, 2022 and shall remain in full force and effect until June 30, 2023, unless sooner terminated as provided
in Section 5.0 of this Agreement.

Section 2. All references to the term “Agreement” throughout Sections

1.0 through 35.0 inclusive, of the Agreement are hereby modified to include the this Amendment No. 1, dated January 9, 2023, as if all of those terms are fully set forth therein.

Section 3. 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.

Section 4. The person executing this Amendment No. 1 on behalf of Consultant warrants that he or she is fully authorized to execute this Amendment NO. 1 on behalf of said Party, and that by his or her execution, Consultant is formally bound to the provisions of this Amendment No. 1.

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
CONSULTANT: Hodge and Associates
By: __________________________
Name:William E. Hodge
Its: Owner/Principal

PROFESSIONAL SERVICES AGREEMENT
for
Environmental Consulting Services
between
City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
0 Hodge & Associates
Environmental and Land Use Planning
1112 Wendy Big Bear City, CA 92315
P. O. Box 529, Fawnskin, CA 92333.
949) 614-6645
r
This Professional Service Agreement ( the "Agreement") is made as of January 18, 2022 the " Effective Date"), by and between Hodge and Associates, (" Consultant"), and the City of Seal Beach (" City"), a California charter city, ( collectively, " the Parties").

RECITALS
A. City desires certain professional environmental consulting services for preparation of an Initial Study and related environmental documents in accordance with the California Environmental Quality Act ( CEQA) to evaluate potential environmental effects of a development project located at 1300 Pacific Coast Highway and 328 13th Street, including a proposed amendment to the General Plan Land Use Designation from residential to commercial of a parcel at 328 13th Street, demolition of an existing service station and removal of underground storage tanks, and construction of a new service station and new storage tanks on the subject real property, as described below.

B. Pursuant to the authority provided by its City Charter and Seal Beach Municipal Code § 3.20. 025(C), City desires to engage Consultant to provide professional environmental consulting services in the manner set forth herein and more fully described in Section 1. 0.

C. Consultant represents that the principal members of its firm are fully qualified by virtue of their training, experience, and expertise to perform the services contemplated by this Agreement in a good and professional manner; and it desires to perform such services 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. Consultant shall provide those environmental consulting services collectively " Services") for preparation of an Initial Study and related CEQA documentation as set forth in Consultant' s Proposal dated November 4, 2021, 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 2 of 23
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 accordance with such professional standards, and Consultant and Consultant's staff, shall perform the Services in such manner. Consultant shall, at all times, meet or exceed any and all applicable professional standards of care. The acceptance of Consultant' s work by the City shall not operate as a release of Consultant from such standard of care.

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 in an amount not to exceed fifteen percent ( 15%) of the contract price set forth in Section 3. 1. Payment for additional work in excess of this amount requires prior City Council authorization.

2. 0 Term
The term of this Agreement shall commence January 18, 2022 and shall remain in full force and effect until December 31, 2022, 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 rate and fees shown on the fee schedule set forth on page 3 of Exhibit A for all Services and expenses incurred in the performance of this Agreement, but in no event will the City pay more than the total not -to -exceed amount of $ 23, 850 ( twenty- three thousand eight hundred fifty dollars) for the Term, except as otherwise authorized pursuant to Section 3. 2 hereunder.

3. 2. Any additional work authorized by the City pursuant to Section 1. 6 will be compensated in accordance with the fee schedule set forth in Exhibit A.

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.
3 of 23

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.

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 reasonably 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. William E. Hodge is the Consultant' s primary representative for purposes of this Agreement. William E. Hodge 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: Hodge and Associates
P. O. Box 529
Fawnskin, CA 92333
4 of 23
949) 614-6645
Attn: William E. Hodge

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 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, and Consultant and all of Consultant's personnel shall possess the qualifications, permits, and licenses required by State and local law to perform such Services, including, without limitation, a City of Seal Beach business license as required by the Seal Beach Municipal Code. Consultant will determine the means, methods, and details by which Consultant' s 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 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 as may be necessary to inspect or visit City locations and/ or private property to perform such Services. City may make a computer 5 of 23
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 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.

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, commencing at Government Code § 20000, the regulations of PERS, and the Public Employees' Pension Reform Act of 2013, as amended. 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 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 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 violation of any provisions of this Section 9. 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. 6 of 23

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 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. 7 of 23

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 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.

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 8 of 23
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 13. 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 local, state and federal laws, industry safety orders and/ or health orders. Consultant' s obligations shall include but are not limited to, the requirement to comply with all applicable COVID- 19 social distancing requirements, daily monitoring and recordkeeping requirements when Consultant's employees come onsite, and other applicable provisions of any applicable industry safety standards and/ or health orders issued by the County of Orange, City of Seal Beach, and/ or any other federal, state or local agency with jurisdiction over the City and/ or Consultant, during Consultant' s performance of the Project. The 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. 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, within minimum limits of $ 1, 000, 000 per claim/ aggregate. If a " claims made" policy is provided, then the policy shall be endorsed to provide an extended reporting period of not less than three years.

17. 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 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 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. 11 of 23

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 Subroqation. 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. 12 of 23

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, 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 reasonable 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, 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 Indemnitees.

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 payment of all consequential damages ( collectively " Liabilities"), in law or equity, whether actual, alleged or threatened, to the extent caused by the acts or omissions of Consultant, its officers, directors, agents, servants, employees, subcontractors, materialmen, suppliers, or contractors, or their 13 of 23
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 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, and shall pay all costs and expenses, including all reasonable attorneys' fees and experts' costs actually incurred in connection with such defense. 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. 2. 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 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, directors, 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 14 of 23
Section shall apply regardless of whether or not any insurance policies are 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 covenants under this Section 18. 0 shall survive the expiration or termination of this Agreement.

19. 0 Non -Discrimination and Equal Opportunity
Consultant affirmatively represents that it is an equal opportunity employer.

Consultant shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, gender, sexual orientation, gender identity, gender expression, marital status, 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
If this Agreement calls for services that, in whole or in part, constitute " public works" as defined in the California Labor Code, then 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.
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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. 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. 16 of 23

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

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

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, each party in such litigation shall bear its own 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.
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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
LM
Attes
Approved as to Form:

By: _ ZA. teele, City Attorney
CONSULTANT:: Hodge and Associates
By: 464&=(;.- 75kcp
Name:William E. Hodge if
Its: Owner/ Principal
By:

Name:

Its:

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.)
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EXHIBIT A
CONSULTANT' S PROPOSAL DATED NOVEMBER 4, 2021
Attached)
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HODGE & ASSOCIATES
Environmental and Land Use Planning
P. O. Box 529, Fawnskin, CA 92333
November 4, 2021
Mr, Art Bashmakian, AICP:
c/ o City of Seal Beach
211 Eighth Street
Seal Beach, CA 90740
SUBJECT: Proposed Replacement Service Station and Convenience Store at 1300 Pacific Coast Highway in the City of Seal Beach — Proposal for Environmental ( CEQA) Consultant Services.

Dear Mr. Bashmakian:

Hodge & Associates is pleased to submit to you this proposal for environmental consultant services for the above referenced project. Hodge & Associates provides professional planning services that emphasize personalized project management, quality work, and completion of work within an aggressive time frame and project budget.

Hodge & Associates possesses extensive experience in managing a wide variety of environmental and planning projects. Examples of our past work include a broad range of environmental documents on projects ranging from residential and commercial to public facilities and transportation projects. Our Statement of Qualifications is on file at the City. I have attached our current schedule of fees to this proposal. The following describes our understanding ofthe proposed project:

Proposed Project
The project consists of the demolition of an existing gas station at 1300 Pacific Coast Highway, including five gas pumps, a kiosk and two subsidiary structures. The existing underground storage tanks would be removed and any soil contamination would be remediated. The project also includes construction of a new gas station on the property with three replacement gas pumps, new underground storage tanks, and a 1, 200 square foot convenience store on an adjacent parcel. The project would include an amendment to change the General Plan Land Use Designation of the adjacent parcel at 328 13` h Street from residential to commercial to accommodate the new gas station.

Mr. Art Bashmakian
November 4, 2021
Page Two
This proposal assumes the project will comply with the California Environmental Quality Act with a determination that an Initial Study and a Mitigated Negative Declaration MND) will be prepared and processed for the project. The proposal contemplates the following environmental consultant services to be provided:

Proiect Scope
The following identifies the project scope of services to be provided by Hodge & Associates:

Preparation of an Initial Study/Mitigated Negative Declaration ( in Compliance with the California Environmental Quality Act — CEQA CEQA Guidelines) — Preliminary analysis, research and IS/ MND preparation.

Preparation of air quality, greenhouse gas and noise analysis by Giroux & Associates.

Consultation with City staff
Submittal of Draft IS/ MND to the State Clearinghouse and to the California Department of Fish & Wildlife specifically to request no effect determination.

Preparation of CEQA Public Notices ( includes CEQA notice and Notice of Determination)
Filing/Posting of Public Notices ( City Clerk & County Clerk) Preparation of Response to Comments ( assumes minimal public comments)
N
Posting of Notice of Determination following Public Hearings ( Does not include State Fish and Wildlife fee ifrequired).

Attendance at meetings with City staff (up to two meetings) Attendance at one ( 1) Public Hearing.

The CEQA document will address all topical areas with particular attention to aesthetics lighting, if proposed), air quality/ greenhouse gas, biological ( trees) resources, cultural resources, and land use. The analysis will rely upon project data and property information provided by the City and the applicant as well as the technical studies prepared as indicated in this proposal.

Technical Studies
This proposal includes preparation of technical studies for air quality, greenhouse gases and noise. All other studies and information that may be required will be provided to us for our use in preparation of the CEQA documentation ( i. e. traffic, geology, hydrology, lighting plan/photometric info, cultural, phase one, etc.). The following is a summary of the technical expertise that would be retained by Hodge & Associates:

Mr. Art Bashmakian
November 4, 2021
Page Three
Air Quality, Greenhouse Gases and Noise Assessments — Giroux & Associates will prepare an air quality study, greenhouse gases and noise analysis for the proposed project in compliance with State of California CEQA requirements. Giroux has extensive experience preparing air quality and noise assessments and has prepared studies for numerous projects located in Orange County, including Seal Beach.

Schedule
We are available to commence work immediately upon written authorization from you to proceed. The draft Initial Study/ Mitigated Negative Declaration would be prepared within three ( 3) weeks of receipt of technical studies required to complete the CEQA document. The air quality, greenhouse gas and noise studies should be completed within three ( 3) weeks of receipt of the project description approved by the City staff. The ability to meet this schedule will depend on response to requests for information and/ or material ( completion of technical studies). The CEQA ( IS/ MND) is subject to a minimum 30 -day public review period prior to project approval due to submission to the State Office of Planning and Research ( OPR).

Cost Estimate
Hodge & Associates proposal is for time and materials in accordance with the Schedule of Fees and general conditions of an executed project agreement. Reimbursable expenses such as printing, graphics, word processing, deliveries and auto mileage are billed at cost.

Our hourly billing rate for preparation and processing of the CEQA documentation is 145. 00 per hour. Our estimate for the total cost of services presented in this proposal is a not -to -exceed amount of 23 850. 00. This total amount includes our services in addition to $ 6, 850.00 in direct expenses ( technical studies) and estimated reimbursable expenses, such as printing and word processing. All invoices are to be paid within 30 - days of the invoice date.

Our scope of services and budget presented herein is valid until Februaryl, 2022. Please call me at ( 949) 614- 6645 if you have any questions and/ or would like to meet with me regarding this proposal. Should you concur with this proposal, our authorization to proceed as of a date certain can be memorialized by your direction and confirmation through e- mail to proceed with the project as directed by the City of Seal Beach.

Please call me at ( 949) 614- 6645 if you have any questions regarding this proposal.

Sincerely,
William E. Hodge

HODGE AND ASSOCIATES
Schedule of fees attached

HODGE & ASSOCIATES

SCHEDULE OF FEES & GENERAL CONDITIONS
2021
Billing rates are subject to revision effective January 1 of each year Staff Hourly Rates
Cheryle Hodge, CEO $ 165. 00
William Hodge, President $ 145. 00
Associate Planner $ 130. 00
Assistant Planner $ 120. 00
Graphics $ 80. 00
Word Processing/ Document Production $ 75. 00

GENERAL CONDITIONS

1. Hourly rates apply to work time as well as travel time which occur at public hearings and scheduled meetings.

2. Billing invoices will be submitted monthly for work in progress or upon completion of work. All invoices are payable within twenty- one ( 21) days of the invoice date. Any invoice unpaid after twenty- one ( 21) days will be subject to interest allowable by State law. If client fails to pay consultant within sixty ( 60) days after invoice is rendered, client agrees consultant shall have the right to consider such default in payment a material breach of their entire agreement, and, upon written notice, the duties, obligations, and responsibilities of consultant under this agreement are suspended.

3. Client hereby agrees that the balance in a billing invoice is correct and binding unless the client notifies the consultant in writing within ten ( 10) days of the date of the billing and informs consultant of alleged incorrect billing.

4. Consultant makes no warranty as to his/her finding, except that the work is performed using generally accepted methods. Consultant makes no warranty that the project will be approved by any governmental agency, nor endorsed by any citizens group.

5. All documents produced as a result of this agreement shall remain the property of the consultant and may not be used by the client without consent from the consultant unless they become part of the public record.

The client agrees to limit the consultant' s liability to the client, because of professional negligent acts, errors, or omissions by the consultant, to the consultant' s fee.

7. Any controversy or claim arising out of or relating to this contract or the breach thereof shall be settled by arbitration in accordance with the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitration may be entered in any court having jurisdiction thereof. In the event either party commences legal action to enforce this Agreement of the General Conditions, the prevailing party shall be entitled to recover its reasonable attorney' s fees and costs incurred in the action, in addition to all other relief to which the prevailing party is entitled.

In the event of a mid -phase contract suspension, billings will be prorated to reflect tasks in progress, except where a task was completed early, in which case it will be billed as if the task were complete.

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Seal Beach City CouncilJanuary 9, 2023

Seal Beach City Council
January 9, 2023