Agenda packet — Seal Beach City Council, June 26, 2023 (part 2 of 3)

EXHIBIT A
Permanent Local Housing Allocation (PLHA) Program – Grant NOFA Date: 02/26/2020
Approved Date: 10/05/2020
Prep. Date: 11/05/2020

AUTHORITY, PURPOSE AND SCOPE OF WORK

1. Authority
Pursuant to Part 2 Chapter 2.5 of Division 31 of the Health and Safety Code (commencing with Section 50470) Statutes of 2017 (SB 2, Atkins), which created the Building Homes and Jobs Trust Fund and the Permanent Local Housing Allocation (“PLHA”) Program (“Program”), this Standard Agreement along with all its exhibits (the “Agreement”) is entered under the authority of and in furtherance of the Program.

Pursuant to Health and Safety Code, Section 50470 (b), the California Department of Housing and Community Development (referred to herein as “HCD” or “Department”) has issued a Notice of Funding Availability (the “NOFA”), dated February 26, 2020, to govern administration of the fund and carry out the Program.

2. Purpose
In accordance with the authority cited above, an application was made to the State (the “Application”) for assistance from the Program for the purpose of making funding available to eligible local governments in California for housing related projects and programs that assist in addressing the unmet housing needs of their local communities.

By entering into this Agreement and thereby accepting the award of the PLHA grant funds (the “Grant”), the Contractor (sometimes referred to herein as the “Applicant”) agrees to comply with the terms and conditions of the NOFA, this Agreement, the representations contained in the Application, and the requirements of the authorities cited above.

3. Definitions
Capitalized terms not otherwise defined herein shall have the meaning of the definitions set forth in Health and Safety Code Section 50470 and Section 101 of the Guidelines.

4. Scope of Work
A. The scope of work (“Work”) for this Agreement shall consist of one or more of the following eligible uses:
1) The predevelopment, development, acquisition, rehabilitation, and preservation of multifamily, residential live-work, rental housing that is affordable to extremely low-, very low-, low-, or moderate-income households, including necessary Operating subsidies.

Attachment F
County of Orange
20-PLHA-15177

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EXHIBIT A
Permanent Local Housing Allocation (PLHA) Program – Grant NOFA Date: 02/26/2020
Approved Date: 10/05/2020
Prep. Date: 11/05/2020
2) The predevelopment, development, acquisition, rehabilitation, and preservation of Affordable rental and ownership housing, including Accessory dwelling units (ADUs), that meets the needs of a growing workforce earning up to 120 percent of AMI, or 150 percent of AMI in highcost areas. ADUs shall be available for a term of no less than thirty days. 3) Matching portions of funds placed into local or regional housing trust funds.
4) Matching portions of funds available through the Low- and ModerateIncome Housing Asset Fund pursuant to subdivision (d) of HSC Section 34176.
5) Capitalized Reserves for Services connected to the preservation and creation of new Permanent supportive housing.
6) Assisting persons who are experiencing or at risk of homelessness, including, but not limited to, providing rapid rehousing, rental assistance, supportive/case management services that allow people to obtain and retain housing, operating and capital costs for navigation centers and emergency shelters, and the new construction, rehabilitation, and preservation of permanent and transitional housing.
a) This Activity may include subawards to Administrative Entities as defined in HSC Section 50490(a)(1-3) that were awarded California Emergency Solutions and Housing (CESH) program or Homeless Emergency Aid Program (HEAP) funds for rental assistance to continue assistance to these households.
b) Applicants must provide rapid rehousing, rental assistance, navigation centers, emergency shelter, and transitional housing activities in a manner consistent with the Housing First practices described in 25 CCR, Section 8409, subdivision (b)(1)-(6) and in compliance with WIC Section 8255(b)(8). An Applicant allocated funds for the new construction, rehabilitation, and preservation of Permanent supportive housing shall incorporate the core components of Housing First, as provided in WIC Section 8255, subdivision (b).
7) Accessibility modifications in Lower-income Owner-occupied housing.

Attachment F
County of Orange
20-PLHA-15177

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EXHIBIT A
Permanent Local Housing Allocation (PLHA) Program – Grant NOFA Date: 02/26/2020
Approved Date: 10/05/2020
Prep. Date: 11/05/2020
8) Efforts to acquire and rehabilitate foreclosed or vacant homes and apartments.
9) Homeownership opportunities, including, but not limited to, down payment assistance.
10) Fiscal incentives made by a county to a city within the county to incentivize approval of one or more Affordable housing Projects, or matching funds invested by a county in an Affordable housing development Project in a city within the county, provided that the city has made an equal or greater investment in the project. The county fiscal incentives shall be in the form of a grant or low-interest loan to an Affordable housing Project. Matching funds investments by both the county and the city also shall be a grant or low interest deferred loan to the Affordable housing Project.

B. A Local government that receives an allocation shall use no more than five percent of the allocation for costs related to the administration of the Activity(ies) for which the allocation was made. Staff and overhead costs directly related to carrying out the eligible activities described in Section 301 are “activity costs” and not subject to the cap on “administrative costs.” A Local government may share any funds available for administrative costs with entities that are administering its allocation.

C. Two or more local governments that receive PLHA allocations may expend those moneys on an eligible jointly funded project as provided in Section 50470 (b)(2)(B)(ii)(IV). An eligible jointly funded project must be an eligible Activity pursuant to Section 301(a) and be located within the boundaries of one of the Local governments.

D. Entitlement Local governments may use the flow of PLHA funds to incentivize private lender loans and to guarantee payments for some or all public agency bond financings for activities consistent with the uses identified in Section 301 “Eligible Activities”. This loan guarantee Activity must be identified and fully explained in the Applicant’s “Plan”.

Attachment F
County of Orange
20-PLHA-15177

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EXHIBIT A
Permanent Local Housing Allocation (PLHA) Program – Grant NOFA Date: 02/26/2020
Approved Date: 10/05/2020
Prep. Date: 11/05/2020

5. Department Contract Coordinator
The Department’s Contract Coordinator for this Agreement is the Division of Financial Assistance, Grant Management Section PLHA Manager or their designee. Unless otherwise informed, any notice, report, or other communication required by this Agreement shall be mailed by first class to the Department Contract Coordinator at the following address:

California Department of Housing and Community Development Attention: Permanent Local Housing Allocation (PLHA)
Grant Management Section, Suite 400
2020 West El Camino Avenue, CA 95833
P. O. Box 952050
Sacramento, CA 94252-2050

6. Contractor Contract Coordinator
The Contractor’s contract coordinator for this Agreement is the Authorized Representative listed below. Unless otherwise informed, any notice, report, or other communication required by this Agreement may be mailed by first class mail, or sent through a commercial courier to the Authorized Representative at the following address:

Authorized Representative Name: Julia Bidwell
Authorized Representative Title: Director, Housing and Community Development OC Community Resources
Agency Name: County of Orange
Address: 1501 East St. Andrew Place, First Floor
Santa Ana, CA 92705
Phone No.: (714) 480-2991
Email Address: [email protected]

7. Effective Date, Term of Agreement, and Deadlines
A. This Agreement is effective upon approval by the Department, which is the date executed by all parties (such date, the “Effective Date”).

B. This Agreement shall terminate on June 30, 2030.

Attachment F
County of Orange
20-PLHA-15177

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EXHIBIT A
Permanent Local Housing Allocation (PLHA) Program – Grant NOFA Date: 02/26/2020
Approved Date: 10/05/2020
Prep. Date: 11/05/2020
C. Except for predevelopment expenses for construction projects funded by PLHA and costs to develop and prepare the Plan and the PLHA application, no costs incurred more than one year prior to commitment by the Local government may be paid from PLHA funds. Reimbursement of expenses to prepare the Plan and the PLHA application are subject to the cap on administrative fees.

D. Any Grant funds which have not been expended by the expenditure deadline shall be disencumbered and revert to the Department. The expenditure deadline is fifty-eight months from the date of the budget appropriation for each year of funds included in this Agreement.

Attachment F
County of Orange
20-PLHA-15177

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EXHIBIT B
Permanent Local Housing Allocation (PLHA) Program – Grant NOFA Date: 02/26/2020
Approved Date: 10/05/2020
Prep. Date: 11/05/2020

BUDGET DETAIL AND PAYMENT PROVISIONS

1. Budget Detail
The budget detail is contained in Exhibit E in this Agreement.

Contractor will be responsible for maintaining oversight of grant amounts and determining whether an amended PLHA Plan is required due to reallocation of more than ten percent among Activities funded per Section 302(c)(5).

2. Conditions of Disbursement
Prior to receiving any Grant funds, the Contractor shall submit the following for the Department’s approval:

A. Government TIN Form, as applicable.

B. No Funding will be disbursed to Contractor unless Contractor and any delegating Local government has an approved Housing Element and is in compliance with the Housing Element Annual Progress Report requirements, pursuant to PLHA Program Guidelines section 302(a) and (b).

C. Contractor shall not be eligible to receive a new allocation if the Contractor has accrued an uncommitted amount of four times the pending allocation if the pending allocation is $125,000 or less; or $500,000 if the pending allocation is greater than $125,000 and less than $500,000; or the amount of the pending allocation if the allocation is $500,000 or more.

3. Performance
A. All funds must be disbursed within fifty-eight months of the budget appropriation.

Funds that are not disbursed within fifty-eight months of the budget appropriation will revert to the Housing Rehabilitation Loan Fund.

Attachment F
County of Orange
20-PLHA-15177

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EXHIBIT B
Permanent Local Housing Allocation (PLHA) Program – Grant NOFA Date: 02/26/2020
Approved Date: 10/05/2020
Prep. Date: 11/05/2020
B. It is mutually agreed that if the Budget Act of the current year and/or any subsequent years covered under this Agreement does not appropriate sufficient funds for the program, this Agreement shall be reduced proportionate to those years already allocated, calculated at the time that the appropriation is reduced or terminated and reduced accordingly. All subsequent years shall be terminated, and the grant agreement shall be of no further force and effect, after amounts due for the period upon the reduced appropriation or termination are returned by the Contractor to the State. In this event, the State and Contractor shall be relieved of any and all obligations under this Agreement. If funding for any fiscal year is reduced or deleted by the Budget Act for purposes of this program, the State shall have the sole discretion to cancel this Agreement without cause, no liability occurring to the State, or amend the Agreement and amount allocated to Contractor.

4. Fiscal Administration
A. The Contractor may request a disbursement of 100 percent of total awarded Grant funds after executing the Standard Agreement. Administrative costs related to the planning and execution of eligible activities shall not exceed five percent of the Grant amount.

B. A separate checking account for the Grant funds is not required. However, the Contractor shall deposit Grant funds in an interest-bearing checking or savings account insured by the federal or state government. All interest earned from the deposit of Grant funds shall be used for eligible Program activities and accounted for in Contractor’s annual report.

C. The Contractor shall make a good faith effort to minimize the number of disbursement requests by anticipating and requesting funds in advance.

D. The Contractor may request that Grant funds awarded for a certain eligible activity be moved to another activity without an amendment to this Agreement.

This request must be made in writing to HCD if the change from one activity to another exceeds ten percent of the grant amount and shall be effective only upon written HCD approval. HCD’s decision to approve or deny any such request shall be final, absent fraud, mistake or arbitrariness per Section 302(c)(5).

Attachment F
County of Orange
20-PLHA-15177

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EXHIBIT B
Permanent Local Housing Allocation (PLHA) Program – Grant NOFA Date: 02/26/2020
Approved Date: 10/05/2020
Prep. Date: 11/05/2020

5. Budget Contingency Clause
A. It is mutually agreed that if the Budget Act of the subsequent years covered under this Agreement does not appropriate sufficient funds for the program this Agreement shall remain in force and effect until the time of notice of reduced or terminated appropriation, The Agreement shall be terminated by the State by providing Contractor written notice of not less than thirty days prior to the effective date of the termination. In the event of termination by the State due to lack of Budget appropriation, the State and Contractor shall be relieved of any and all obligations under this Grant Agreement on the effective date of termination and the Contractor shall return the amount for subsequent year allocations.

B. Subject to Section 5A. above, if funding for any fiscal year is reduced or deleted by the Budget Act for purposes of this program, the State shall have the sole discretion to cancel this Agreement without cause, no liability occurring to the State, or amend the current Grant Agreement and amount allocated to Contractor.

Attachment F
County of Orange
20-PLHA-15177

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EXHIBIT D
Permanent Local Housing Allocation (PLHA) Program – Grant NOFA Date: 02/26/2020
Approved Date: 10/05/2020
Prep. Date: 11/05/2020

PLHA PROGRAM TERMS AND CONDITIONS

1. Effective Date, Commencement of Work
This Agreement is effective upon the date of the Department representative’s signature on page one of the fully executed Standard Agreement, STD 213. Contractor agrees that work under this agreement shall not commence until execution of the STD 213, (the “Effective Date”).

2. Strict Compliance
Contractor will strictly comply with the terms, conditions and requirements of the Permanent Local Housing Allocation (PLHA) Statutes, Guidelines, the Notice of Funding Availability (NOFA), and this Agreement.

3. Contractor’s Application for Funds
A. Contractor has submitted to the Department an Application for a Grant under the Program. The Department is entering into this Agreement based on, and in substantial reliance upon, Contractor’s facts, information, assertions and representations contained in that Application, and in any subsequent modifications or additions thereto approved by the Department. The Application and any approved modifications and additions thereto are hereby incorporated into this Agreement.

B. Contractor warrants that all information, facts, assertions and representations contained in the Application and approved modifications and additions thereto are true, correct, and complete to the best of Contractor’s knowledge. In the event that any part of the Application and any approved modification and addition thereto is untrue, incorrect, incomplete, or misleading in such a manner that would substantially affect the Department's approval, disbursement, or monitoring of the funding and the Grants or activities governed by this Agreement, then the Department may declare a breach hereof and take such action or pursue such remedies as are provided for breach hereof.

Attachment F
County of Orange
20-PLHA-15177

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EXHIBIT D
Permanent Local Housing Allocation (PLHA) Program – Grant NOFA Date: 02/26/2020
Approved Date: 10/05/2020
Prep. Date: 11/05/2020

4. Eligible Activities
Grant funds awarded to the Contractor and expended by either the Contractor or any entity to which Contractor awards funds shall be used for the eligible activities set forth in Exhibit A as required by the PLHA Statutes. The following additional requirements shall apply:

A. Each Contractor shall submit a Plan detailing:
1) The manner in which allocated funds will be used for eligible activities. 2) A description of the way the Local government will prioritize investments that increase the supply of housing for households with incomes at or below sixty percent of AMI. Programs targeted at households at or below sixty percent of AMI will be deemed to meet this requirement. 3) A description of how the Plan is consistent with the programs set forth in the Local government’s Housing Element.
4) Evidence that the Plan was authorized and adopted by resolution by the Local government and that the public had an adequate opportunity to review and comment on its content.
5) The following for each proposed Activity:
a) A description of each proposed Activity, pursuant to Section 301 of the Guidelines and the percentage of funding allocated to it. The description shall specifically include the percentage of funds, if any, directed to Affordable Owner-Occupied Workforce Housing (AOWH).
b) The projected number of households to be served at each income level and a comparison to the unmet share of the Regional Housing Needs Allocation (RHNA) at each income level.
c) A description of major steps/actions and a proposed schedule required for the implementation and completion of the Activity. d) The period of affordability and level of affordability for each Activity. Rental Projects are required to have affordability periods of at least fifty-five years.

Attachment F
County of Orange
20-PLHA-15177

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EXHIBIT D
Permanent Local Housing Allocation (PLHA) Program – Grant NOFA Date: 02/26/2020
Approved Date: 10/05/2020
Prep. Date: 11/05/2020
6) The Plan is required to be for a term of five years. Local governments shall obtain approval of the Department for amendments made to the Plan in each succeeding year of the term of the Plan. Reallocations of more than ten percent of funds among Activities require amendment of the Plan, with approval granted by the governing body at a publicly noticed public meeting.
7) If funds are used for the acquisition, construction, or rehabilitation of forsale housing projects or units within for-sale housing projects, the grantee shall record a deed restriction against the property that will ensure compliance with one of the following requirements if the property is no longer the primary residence of the homeowner due to sale, transfer or lease, unless it is in conflict with the requirements of another public funding source or law:

a) PLHA loan and any interest thereon shall be repaid to the Local government’s PLHA account. The Local government shall reuse the repayments consistent with the Eligible Activities per Section 301 of the Guidelines; or,
b) The initial owner and any subsequent owner shall sell the home at an Affordable housing cost to a qualified Lower-Income or Moderate-Income household; or,
c) The homeowner and the Local government shall share the equity in the unit pursuant to an equity-sharing agreement. The grantee shall reuse the proceeds of the equity-sharing agreement consistent with the Eligible Activities per Section 301 of the Guidelines. 8) If funds are used for the development of an affordable rental housing project, the Local government shall make the PLHA assistance in the form of a loan to the Sponsor of the project. The loan shall be evidenced through a Promissory Note secured by a Deed of Trust.
9) A program income reuse plan describing how repaid loans shall be reused for eligible activities specified in Section 301 of the Guidelines.

Attachment F
County of Orange
20-PLHA-15177

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EXHIBIT D
Permanent Local Housing Allocation (PLHA) Program – Grant NOFA Date: 02/26/2020
Approved Date: 10/05/2020
Prep. Date: 11/05/2020

5. Core Practices
A. A Contractor or Subrecipient must provide eligible activities in a manner consistent with the housing first practices described in California Code of Regulations, title 25, section 8409(b)(1)-(6). A Contractor or Subrecipient allocated funds for eligible activities that provide permanent housing shall incorporate the core components of Housing First as provided in Section 8255(b) of the Welfare and Institutions Code.

6. Monitoring Grant Activities
A. Contractor shall monitor the activities selected and awarded by them to ensure compliance with PLHA requirements. An onsite monitoring visit of Subrecipients and any other service providers shall occur whenever determined necessary by the Contractor, but at least once during the Grant period.

B. The Department will monitor the performance of the Contractor based on a risk assessment and according to the terms of this Agreement. The Department may also monitor any Subrecipients of the Contractor as the Department deems appropriate based on a risk assessment.

C. As requested by the Department, the Contractor shall submit to the Department all PLHA monitoring documentation necessary to ensure that Contractor and its Subrecipients are in continued compliance with PLHA requirements. Such documentation requirements and the submission deadline shall be provided by the Department at the time such information is requested from the Contractor.

7. Reporting/Audits
A. Commencing with the Effective Date of this Agreement and continuing through the Expiration Date, the Contractor shall submit an annual report to the Department by July 31 of each year that reports all activities from the previous fiscal year (7/1–6/30), on forms provided by the Department.

The first report will be due on July 31, 2021 and will report all activities from date of initial fund disbursement through June 30, 2021.

B. The annual report shall contain a detailed report which must include, at a minimum:

1) Identification of the Eligible Activities to which the Contractor committed program funds, and the income levels of households assisted.

Attachment F
County of Orange
20-PLHA-15177

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EXHIBIT D
Permanent Local Housing Allocation (PLHA) Program – Grant NOFA Date: 02/26/2020
Approved Date: 10/05/2020
Prep. Date: 11/05/2020
2) Amounts awarded to Subrecipients with the activity(ies) identified; 3) Identification of the Eligible Activities upon which the Contractor expended program funds, and the income levels of households assisted and the affordability level for any units assisted; and, 4) Close out report for contracts that were fully expended and in which all activities funded were completed during the fiscal year.

C. The Department may request additional information as needed to meet other applicable reporting or audit requirements.

D. The Contractor is responsible for the completion of audits and all costs of preparing audits.

E. The Department reserves the right to perform or cause to be performed a financial audit. At the Department’s request, the Contractor shall provide, at its own expense, a financial audit prepared by a certified public accountant.

F. If a financial audit is required by the Department, the audit shall be performed by an independent certified public accountant. Selection of an independent audit firm shall be consistent with procurement standards contained in 24 CFR 85.36. 1) The Contractor shall notify the Department of the auditor's name and address immediately after the selection has been made. The contract for the audit shall allow access by the Department to the independent auditor's working papers.
2) The Contractor is responsible for the completion of audits and all costs of preparing audits.
3) If there are audit findings, the Contractor must submit a detailed response acceptable to the Department for each audit finding within ninety (90) days from the date of the audit finding report.

8. Retention and Inspection of Records
A. The Contractor is responsible for maintaining records, which fully disclose the activities funded by the Grant. Adequate documentation of each transaction shall be maintained to permit the determination, through an audit if requested by the State, of the accuracy of the records and the allowability of expenditures charged to Grant funds.

Attachment F
County of Orange
20-PLHA-15177

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EXHIBIT D
Permanent Local Housing Allocation (PLHA) Program – Grant NOFA Date: 02/26/2020
Approved Date: 10/05/2020
Prep. Date: 11/05/2020
B. The Contractor agrees that the Department or its designee shall have the right to review, obtain, and copy all records and supporting documentation pertaining to performance of this Agreement. The Contractor agrees to provide the Department or its designee, with any relevant information requested. The Contractor agrees to permit the Department or its designee access to its premises, upon reasonable notice, during normal business hours for the purpose of interviewing employees who might reasonably have information related to such records and inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under investigation for the purpose of determining compliance with the PLHA Statutes, the NOFA, and this Agreement.

C. The Contractor further agrees to retain all records for a period of five years after the end of the term of this Agreement:
1) If any litigation, claim, negotiation, audit, monitoring, inspection or other action has been started before the expiration of the required record retention period, all records must be retained until completion of the action and resolution of all issues, which arise from it.
2) The Contractor also agrees to include in any contract that it enters into in an amount exceeding $10,000, the Department’s right to audit the contractor’s records and interview their employees. The Contractor shall comply with the caveats and be aware of the penalties for violation of fraud and for obstruction of investigation as set forth in California Public Code Section 10115.10.

D. The determination by the Department of the eligibility of any expenditure shall be final. If the eligibility of any expenditure cannot be determined because records or documentation are inadequate, the expenditure may be disallowed, and HCD shall determine the reimbursement method for the amount disallowed.

E. The Contractor shall retain all books and records relevant to this Agreement for a minimum of five years after the end of the term of this Agreement. Records relating to any and all audits or litigation relevant to this Agreement shall be retained for five years after the conclusion or resolution of the matter.

9. Breach and Remedies
A. The following shall each constitute a breach of this Agreement:
1) Contractor’s failure to comply with the terms of this Agreement.

Attachment F
County of Orange
20-PLHA-15177

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EXHIBIT D
Permanent Local Housing Allocation (PLHA) Program – Grant NOFA Date: 02/26/2020
Approved Date: 10/05/2020
Prep. Date: 11/05/2020
2) Use of, or permitting the use of, Grant funds provided under this Agreement for any ineligible costs or for activities not approved under this Agreement.
3) Any failure to comply with the deadlines set forth in this Agreement.

B. In addition to any other remedies that may be available to the Department in law or equity for breach of this Agreement, the Department may:
1) Bar the Contractor from applying for future PLHA and other HCD funds; 2) Revoke any other existing PLHA award(s) to the Contractor; 3) Require the return of any unexpended PLHA funds disbursed under this Agreement;
4) Require repayment of PLHA funds disbursed and expended under this agreement;
5) Require the immediate return to the Department of all funds derived from the use of PLHA funds including, but not limited to recaptured funds and returned funds;
6) Seek, in a court of competent jurisdiction, an order for specific performance of the defaulted obligation or the appointment of a receiver to complete the technical assistance in accordance with the PLHA Program requirements; and,
7) Seek such other remedies as may be available under the relevant agreement or any law.

C. All remedies available to the Department are cumulative and not exclusive.

D. The Department may give written notice to the Contractor to cure the breach or violation within a period of not less than fifteen days.

Attachment F
County of Orange
20-PLHA-15177

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EXHIBIT D
Permanent Local Housing Allocation (PLHA) Program – Grant NOFA Date: 02/26/2020
Approved Date: 10/05/2020
Prep. Date: 11/05/2020

10. Termination
A. The Department may terminate this Agreement at any time for cause by giving a minimum of thirty days’ notice of termination, in writing, to the Contractor. Cause shall consist of, violations of any terms and/or special conditions of this Agreement, the PLHA Statutes, or the NOFA. Upon termination of this Agreement, unless otherwise approved in writing by the Department, any unexpended funds received by the Contractor shall be returned to the Department within thirty days of the notice of termination.

B. This Agreement is subject to any additional restrictions, limitations or conditions, or statute, regulations or any other laws, whether federal or those of the State of California, or of any agency, department, or any political subdivision of the federal or the State of California governments, which may affect the provisions, terms or funding of this Agreement in any manner.

C. The Department has the option to terminate this Agreement under the thirty-day cancellation clause or to amend this Agreement to reflect any reduction of funds.

11. Waivers
No waiver of any breach of this Agreement shall be held to be a waiver of any prior or subsequent breach. The failure of the Department to enforce at any time the provisions of this Agreement, or to require at any time, performance by the Contractor of these provisions, shall in no way be construed to be a waiver of such provisions nor to affect the validity of this Agreement or the right of the Department to enforce these provisions.

12. Relocation
Contractor shall comply with all requirements of applicable California relocation law (Gov. Code, § 7260 et seq. and the regulations promulgated thereunder at Cal. Code Regulations, Title. 25, § 6000 et seq.). Any relocation plan for the Development shall be subject to the review and approval by the State.

Attachment F
County of Orange
20-PLHA-15177

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EXHIBIT D
Permanent Local Housing Allocation (PLHA) Program – Grant NOFA Date: 02/26/2020
Approved Date: 10/05/2020
Prep. Date: 11/05/2020

13. Special Conditions Contractors and Subrecipients
The Contractor agrees to comply with all conditions of this Agreement including the Special Conditions set forth in Exhibit E. These conditions shall be met to the satisfaction of the Department prior to disbursement of funds. The Contractor shall ensure that all Subrecipients are made aware of and agree to comply with all conditions of this Agreement and the applicable State requirements governing the use of Grant funds. The Contractor shall ensure that all Subrecipients are qualified to do business and in good standing with the California Secretary of State and the California Franchise Tax Board. Failure to comply with these conditions may result in cancellation of this Agreement.

14. Compliance with State and Federal Laws, Rules, Guidelines and Regulations The Contractor agrees to comply with all State and Federal laws, rules and regulations that pertain to construction, health and safety, labor, fair employment practices, equal opportunity, and all other matters applicable to the Grant, the Contractor, its Subrecipients, and any other Grant activity.

15. Litigation
A. If any provision of this Agreement, or an underlying obligation, is held invalid by a court of competent jurisdiction, such invalidity, at the sole discretion of the Department, shall not affect any other provisions of this Agreement and the remainder of this Agreement shall remain in full force and effect. Therefore, the provisions of this Agreement are, and shall be, deemed severable.

B. The Contractor shall notify the Department immediately of any claim or action undertaken by or against it, which affects or may affect this Agreement or the Department and shall take such action with respect to the claim or action as is consistent with the terms of this Agreement and the interests of the Department.

Attachment F

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EXHIBIT E
Permanent Local Housing Allocation (PLHA) Program - Grant NOFA Date: 02/26/2020
Approved Date: 10/05/2020
Prep. Date: 11/05/2020

PROGRAM-SPECIFIC PROVISIONS AND SPECIAL CONDITIONS

1. Program-Specific Provisions
The following are project-specific terms and conditions (referred to as enumerated provision(s) for ease of reference in prior exhibits) and shall inform the references made to project-specific information not contained in those prior exhibits.

Budget Detail:

Contractor has been awarded the following grant activity amounts for 2019: $1,272,164 Estimated five year allocation may not exceed: $7,632,984 Payees:

A. The authorized Payee(s) is/are as specified below:

Name: County of Orange Amount: $1,272,164
Plan:

1. Provide a description of how allocated funds will be used for the proposed activity.

There are several activities that will be provided under Section 301(a)(6): They include:

Activity 1) Buena Park Navigation Center located at 6494 Caballero Blvd, Buena Park, CA 90620 and Activity 2) Placentia Navigation Center located at 731 S. Melrose Street Placentia, CA 92870. These activities are considered a jointly funded project under the PLHA guidelines and will be allocated 45.55% of the PLHA allocation that will to be distributed to the City of La Habra, who has been designated Treasurer of a jointly funded project on behalf of Brea, Cypress, La Palma, Los Alamitos, Stanton and Villa Park. These urban county cities have joined in a collaborative effort with the entitlement jurisdictions of Buena Park, Fullerton, La Habra, Orange, Placentia, and Yorba Linda to develop these navigation centers where homeless in the North Service Planning Area (SPA) and receive shelter and services. The operators were procured through a competitive NOFA process by the City of Buena Park and the City of Placentia; Activity 3) Alternative Sleeping Location located at 20652 Laguna Canyon Road Laguna Beach, CA 92651 will be allocated 3.54% of the PLHA allocation for the City of Laguna Beach; Activity 4) Yale Transitional Center located at 1801 S. Greenville Santa Ana, CA 92704 will receive 32.79% of the funding on behalf of the unincorporated areas of the county for development and/or ongoing operating costs. Therefore a total amount 36.33% of Attachment F

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EXHIBIT E
Permanent Local Housing Allocation (PLHA) Program - Grant NOFA Date: 02/26/2020
Approved Date: 10/05/2020
Prep. Date: 11/05/2020
PLHA funding will go for emergency shelters; and Activity 5) The City of Dana Point located at 33282 Golden Lantern Dana Point, CA 92677 will receive 6.67% to provide outreach, case management, rapid rehousing and other services to homeless and those at risk of homelessness in Dana Point. A total of 88.55% will be to be allocated yearly for the five year period to Section 301(a)(6) activities.

Funding Allocation Year 2019 2020 2021 2022 2023
Type of Activity Navigation
Centers
Navigation
Centers
Navigation
Centers
Navigation
Centers
Navigation
Centers
Percentage of Funds
Allocated for each Activity 45.55% 45.55% 45.55% 45.55% 45.55% Area Median Income Level
Served 60% 60% 60% 60% 60%
Funding Allocation Year 2019 2020 2021 2022 2023
Type of Activity Emergency
Shelters
Emergency
Shelters
Emergency
Shelters
Emergency
Shelters
Emergency
Shelters
Percentage of Funds
Allocated for each Activity 36.33% 36.33% 36.33% 36.33% 36.33% Area Median Income Level
Served 60% 60% 60% 60% 60%
Funding Allocation Year 2019 2020 2021 2022 2023
Type of Homeowner
Assistance
Supportive
Services
Supportive
Services
Supportive
Services
Supportive
Services
Supportive
Services
Percentage of Funds
Allocated for each Activity 6.67% 6.67% 6.67% 6.67% 6.67% Area Median Income Level
Served 60% 60% 60% 60% 60%

2. Provide a description of how allocated funds will be used for the proposed activity.

The PLHA funds will be allocated to two urban county cities for activities under Section 301(a)(7) for accessibility modifications for seniors.

The two jurisdiction are the City of Laguna Woods that will be allocated 2.59% of PLHA funds for accessibility modifications for seniors and the City of Seal Beach that will be allocated 3.86% of the PLHA funds for accessibility modifications for seniors. Therefore, a total 6.45% of the total PLHA allocation is to fund Section 302(a)(7) activities yearly Attachment F

Page 3 of 4 ends

EXHIBIT E
Permanent Local Housing Allocation (PLHA) Program - Grant NOFA Date: 02/26/2020
Approved Date: 10/05/2020
Prep. Date: 11/05/2020
and throughout the Five-Year term of the Plan. There will be no funding (zero percent) allocated under Section 301(a)(7) for Affordable Owner-occupied Workforce Housing.

Funding Allocation
Year 2019 2020 2021 2022 2023
Type of Activity Accessibility
Modifications
Accessibility
Modifications
Accessibility
Modifications
Accessibility
Modifications
Accessibility
Modifications
Percentage of
Funds Allocated
for each Activity

6.45% 6.45% 6.45% 6.45% 6.45%
Area Median Income
Level Served 60% 60% 60% 60% 60%
Total Administrative
Costs 5% 5% 5% 5% 5%
Attachment F

Page 4 of 4 ends

EXHIBIT E
Permanent Local Housing Allocation (PLHA) Program - Grant NOFA Date: 02/26/2020
Approved Date: 10/05/2020
Prep. Date: 11/05/2020

2. Special Terms and Conditions
The following Special Conditions are applicable to this Standard Agreement:

None.

Attachment F
Rebecca Taylor
Exempt per; SCM Vol. 1, 4.04.A.3 (DGS memo dated 6/12/1981) 07/31/2022
78 Attachment F
County of Orange
20-PLHA-15177, Am. 1
(Rev 05/2022)

Page 1 of 5 ends

Permanent Local Housing Allocation (PLHA) Program – Grant NOFA Date: (RD 1) 02/26/2020, (RD 2) 05/03/2021
Approved Date: 10/05/2020
Prep. Date: 05/04/2022

AUTHORITY, PURPOSE AND SCOPE OF WORK

3. Definitions
Capitalized terms not otherwise defined herein shall have the meaning of the definitions set forth in Health and Safety Code Section 50470 and Section 101 of the Guidelines.

Attachment F
County of Orange
20-PLHA-15177, Am. 1
(Rev 05/2022)
EXHIBIT A Page 2 of 5
Permanent Local Housing Allocation (PLHA) Program – Grant NOFA Date: (RD 1) 02/26/2020, (RD 2) 05/03/2021
Approved Date: 10/05/2020
Prep. Date: 05/04/2022
2) The predevelopment, development, acquisition, rehabilitation, and preservation of Affordable rental and ownership housing, including Accessory dwelling units (ADUs), that meets the needs of a growing workforce earning up to 120 percent of AMI, or 150 percent of AMI in highcost areas. ADUs shall be available for a term of no less than thirty days. 3) Matching portions of funds placed into local or regional housing trust funds.
4) Matching portions of funds available through the Low- and ModerateIncome Housing Asset Fund pursuant to subdivision (d) of HSC Section 34176.
5) Capitalized Reserves for Services connected to the preservation and creation of new Permanent supportive housing.
6) Assisting persons who are experiencing or at risk of homelessness, including, but not limited to, providing rapid rehousing, rental assistance, supportive/case management services that allow people to obtain and retain housing, operating and capital costs for navigation centers and emergency shelters, and the new construction, rehabilitation, and preservation of permanent and transitional housing.
a) This Activity may include subawards to Administrative Entities as defined in HSC Section 50490(a)(1-3) that were awarded California Emergency Solutions and Housing (CESH) program or Homeless Emergency Aid Program (HEAP) funds for rental assistance to continue assistance to these households.
b) Applicants must provide rapid rehousing, rental assistance, navigation centers, emergency shelter, and transitional housing activities in a manner consistent with the Housing First practices described in 25 CCR, Section 8409, subdivision (b)(1)-(6) and in compliance with WIC Section 8255(b)(8). An Applicant allocated funds for the new construction, rehabilitation, and preservation of Permanent supportive housing shall incorporate the core components of Housing First, as provided in WIC Section 8255, subdivision (b).
7) Accessibility modifications in Lower-income Owner-occupied housing.

Attachment F
County of Orange
20-PLHA-15177, Am. 1
(Rev 05/2022)
EXHIBIT A Page 3 of 5
Permanent Local Housing Allocation (PLHA) Program – Grant NOFA Date: (RD 1) 02/26/2020, (RD 2) 05/03/2021
Approved Date: 10/05/2020
Prep. Date: 05/04/2022
8) Efforts to acquire and rehabilitate foreclosed or vacant homes and apartments.
9) Homeownership opportunities, including, but not limited to, down payment assistance.
10) Fiscal incentives made by a county to a city within the county to incentivize approval of one or more Affordable housing Projects, or matching funds invested by a county in an Affordable housing development Project in a city within the county, provided that the city has made an equal or greater investment in the project. The county fiscal incentives shall be in the form of a grant or low-interest loan to an Affordable housing Project. Matching funds investments by both the county and the city also shall be a grant or low interest deferred loan to the Affordable housing Project.

Attachment F
County of Orange
20-PLHA-15177, Am. 1
(Rev 05/2022)
EXHIBIT A Page 4 of 5
Permanent Local Housing Allocation (PLHA) Program – Grant NOFA Date: (RD 1) 02/26/2020, (RD 2) 05/03/2021
Approved Date: 10/05/2020
Prep. Date: 05/04/2022

Authorized Representative Name: Julia Bidwell
Authorized Representative Title: Director
Housing and Community Development
Agency Name: County of Orange
Address: 1501 East St. Andrew Place
Santa Ana, CA 92705
Phone No.: (714) 480) 2991
Email Address: [email protected]

7. Effective Date, Term of Agreement, and Deadlines
A. This Agreement is effective upon approval by the Department, which is the date executed by all parties (such date, the “Effective Date”).

B. This Agreement shall terminate on June 30, 2030.

Attachment F
County of Orange
20-PLHA-15177, Am. 1
(Rev 05/2022)
EXHIBIT A Page 5 of 5
Permanent Local Housing Allocation (PLHA) Program – Grant NOFA Date: (RD 1) 02/26/2020, (RD 2) 05/03/2021
Approved Date: 10/05/2020
Prep. Date: 05/04/2022
C. Except for predevelopment expenses for construction projects funded by PLHA and costs to develop and prepare the Plan and the PLHA application, no costs incurred more than one year prior to commitment by the Local government may be paid from PLHA funds. Reimbursement of expenses to prepare the Plan and the PLHA application are subject to the cap on administrative fees.

Attachment F
County of Orange
20-PLHA-15177, Am. 1
(Rev 05/2022)
EXHIBIT E Page 1 of 3
Permanent Local Housing Allocation (PLHA) Program – Grant NOFA Date: (RD 1) 02/26/2020, (RD 2) 05/03/2021
Approved Date: 10/05/2020
Prep. Date: 05/04/2022

PROGRAM-SPECIFIC PROVISIONS AND SPECIAL CONDITIONS

Budget Detail:

Contractor has been awarded the following grant activity amounts for 2019: $1,272,164 Contractor has been awarded the following grant activity amounts for 2020: $1,977,337 Estimated five year allocation may not exceed: $7,632,984 Payees:

A. The authorized Payee(s) is/are as specified below:

Name: County of Orange Total Amount: $3,249,501
Plan:

Provide a description of how allocated funds will be used for the proposed activity.

The County of Orange plans to use PLHA funds for: Assisting persons who are experiencing or at risk of homelessness, including, but not limited to, providing rapid rehousing, rental assistance, supportive/case management services that allow people to obtain and retain housing, operating and capital costs for navigation centers and emergency shelters, and the new construction, rehabilitation, and preservation of permanent and transitional housing; Accessibility modifications in lower-income owneroccupied housing for households with incomes of no more than 60% Area Median Income (AMI); and Section 301(a)(10) Fiscal incentives made by a county to a city within the county to incentivize approval of one or more affordable housing projects, or matching funds invested by a county in an affordable housing development project in a city within the county.

Funding Allocation Year 2019 2020 2021 2022 2023
Attachment F
County of Orange
20-PLHA-15177, Am. 1
(Rev 05/2022)
EXHIBIT E Page 2 of 3
Permanent Local Housing Allocation (PLHA) Program – Grant NOFA Date: (RD 1) 02/26/2020, (RD 2) 05/03/2021
Approved Date: 10/05/2020
Prep. Date: 05/04/2022
Type of Activity Navigation Center/
Emergency
Navigation
Center/
Emergency
Navigation
Center/
Emergency
Navigation
Center/
Emergency
Navigation
Center/
Emergency
Percentage of Funds
Allocated for each Activity 70%
70% 70% 70% 70%
Area Median Income Level
Served 30% 30% 30% 30% 30%
Type of Activity NC/Rehab NC/Rehab NC/Rehab NC/Rehab NC/Rehab Percentage of Funds
Allocated for each Activity 5% 5% 5% 5% 5%
Area Median Income Level
Served
60% 60% 60% 60% 60%
Type of Activity Rental Rental Rental Rental Rental
Percentage of Funds
Allocated for each Activity
20% 20% 20% 20% 20%
Area Median Income Level
Served
30% 30% 30% 30% 30%
Attachment F
County of Orange
20-PLHA-15177, Am. 1
(Rev 05/2022)
EXHIBIT E Page 3 of 3
Permanent Local Housing Allocation (PLHA) Program – Grant NOFA Date: (RD 1) 02/26/2020, (RD 2) 05/03/2021
Approved Date: 10/05/2020
Prep. Date: 05/04/2022

2. Special Terms and Conditions
The following Special Conditions are applicable to this Standard Agreement:

None.

Attachment F

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: Upon Execution
Contract #: 012-23011541
Documentation Status: ☒ Abbreviated ☐ Comprehensive
************************************************************************************************************* Program Authorization by: Auditor Controller Authorization by:

Print Name: Nina Campmas
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: Eliseo
Gillamac
Signed by:

Date:

Certification for
a Drug-Free Workplace
City of Seal Beach Contract # 012-23011541
U.S. Department of Housing
and Urban Development
EXHIBIT 2
Applicant Name
PLHA- Permanent Location Housing Allocation
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.012-23011541
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.012-23011541
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

Page 1 of 3 ends

Contract No.012-23011541
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

Page 2 of 3 ends

Contract No.012-23011541
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

Page 3 of 3 ends

Contract No.012-23011541
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.012-23011541
Agenda Item H

AGENDA STAFF REPORT
DATE: June 26, 2023
TO: Honorable Mayor and City Council
THRU: Jill R. Ingram, City Manager
FROM: Iris Lee, Director of Public Works
SUBJECT: Approving and Authorizing Amendment No. 1 to the Professional Services Agreement with NV5, Inc. to Provide Temporary Staffing Assistance Services
________________________________________________________________ SUMMARY OF REQUEST:

That the City Council adopt Resolution 7422:

1. Approving Amendment No. 1 to the Professional Services Agreement with NV5, Inc. dated February 13, 2023, for additional temporary staffing assistance services, as set forth in Exhibit A-1 to Amendment No. 1, and increasing compensation by $50,000 for a revised not-to-exceed amount of $150,000; and,

2. Authorizing and directing the City Manager to execute Amendment No. 1 on behalf of the city.

BACKGROUND AND ANALYSIS:

On February 13, 2023, the City Council adopted Resolution 7370 approving a Professional Services Agreement (“Agreement”) with NV5, Inc. (“NV5”) to provide temporary staffing assistance services while the Public Works recruitments are in process. While the Deputy Director of Public Works/City Engineer position has recently been filled, the Assistant Engineer position remains vacant. Temporary staffing assistance is necessary until the recruitment process is complete and the amount previously authorized under the Agreement is close to being fully expensed.

To assist Public Works staff with providing a high level of service to the community, NV5 provided a proposal for additional temporary staffing assistance services (“Additional Services”) in the amount of $50,000, revising the total Agreement notto-exceed contract amount to $150,000. It is anticipated that this will be a shortterm need until the Public Works Department recruitment is complete.

Page 2 ends

ENVIRONMENTAL IMPACT:

This item is not subject to the California Environmental Quality Act (“CEQA”) pursuant to Section 15061(b)(3) of the state CEQA Guidelines because it can be seen with certainty that approval of Amendment No. 1 to the Professional Services Agreement with NV5 will not have a significant effect on the environment.

LEGAL ANALYSIS:

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

FINANCIAL IMPACT:

Funding for temporary staffing assistance will be expensed from the Fiscal Year 2022-23 and 2023-24 Public Works operations and maintenance budgets.

STRATEGIC PLAN:

This item is not applicable to the Strategic Plan.

RECOMMENDATION:

That the City Council adopt Resolution 7422:

2. Authorizing and directing the City Manager to execute Amendment No. 1 on behalf of the city.

SUBMITTED BY: NOTED AND APPROVED:

Iris Lee Jill R. Ingram
Iris Lee, Public Works Director Jill R. Ingram, City Manager Prepared by: Kathryne Cho, Deputy Public Works Director/City Engineer ATTACHMENTS:

A. Resolution 7422
B. Amendment No. 1 to Professional Services Agreement with NV5, Inc.

C. Professional Services Agreement with NV5, Inc.

RESOLUTION 7422

A RESOLUTION OF THE SEAL BEACH CITY

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

TO THE PROFESSIONAL SERVICES AGREEMENT
WITH NV5, INC. TO PROVIDE TEMPORARY

STAFFING ASSISTANCE SERVICES
WHEREAS, the Public Works Assistant Engineer position remains vacant and temporary staffing assistance is necessary until the recruitment is completed; and, WHEREAS, on February 13, 2023, the City entered into a Professional Services Agreement (“Agreement”) with NV5, Inc. (NV5) to provide temporary staffing assistance services for a total not-to-exceed contract amount of $100,000; and, WHEREAS, the amount authorized for the services performed under the Agreement is close to being fully expensed; and,
WHEREAS, the City desires to engage NV5 to provide additional temporary staffing assistance services (“Additional Services”); and, WHEREAS, NV5 provided a cost proposal to provide Additional Services in the not-to-exceed amount of $50,000.

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

SECTION 1. The City Council hereby approves Amendment No. 1 to the Agreement dated February 13, 2023, between the City of Seal Beach and NV5 to increase the consultant’s compensation by $50,000 a total not-to-exceed amount of $150,000 to provide temporary staffing assistance services.

SECTION 2. The City Council hereby authorizes and directs the City Manager to execute Amendment No. 1 on behalf of the City.

PASSED, APPROVED and ADOPTED by the Seal Beach City Council at a regular meeting held on the 26th day of June, 2023 by the following vote:

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

Thomas Moore, Mayor
ATTEST:

Gloria D. Harper, City Clerk
STATE OF CALIFORNIA }
COUNTY OF ORANGE }
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 7422 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 26th day of June, 2023.

Gloria D. Harper, City Clerk
AMENDMENT NO. 1

PROFESSIONAL SERVICES AGREEMENT
For
Staffing Assistance Services
between
City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
&
NV5, Inc,
163 Technology Drive, Suite 100
Irvine, CA 92618
(949) 585-0477
This Amendment No. 1, dated June 26, 2023, amends that certain agreement (“Agreement”) dated February 13, 2023, by and between the City of Seal Beach (“City”), a California charter city and, NV5, Inc. (“Consultant”), a California corporation, (collectively, “the Parties”).

RECITALS
A. City and Consultant are parties to the Agreement, pursuant to which Consultant provides temporary staffing assistance.

B. Effective February 13, 2023, City and Consultant entered into Agreement for Consultant to provide temporary staffing assistance services.

C. City and Consultant wish to amend the Agreement for Consultant to provide additional temporary staffing assistance services, and to increase Consultant’s compensation by $50,000 for those additional services, for a revised total compensation in the not-to-exceed amount of $150,000 as provided herein.

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

Section 1 Section 1.0 (Scope of Services) of the Agreement, is hereby amended to add subsection 1.1.1 to read as follows:
“1.1.1 Consultant shall provide those additional services set forth in the attached Exhibit A-1, which is hereby incorporated by reference. To the extent that there is any conflict between Exhibits A, A-1, and this Agreement, as amended by Amendment No. 1, Amendment No. 1 to this Agreement, shall control.”
Section 2 Section 3.0 (Consultant’s Compensation) of the Agreement is hereby amended to read as follows:
“3.0 Consultant’s Compensation
City will pay Consultant in accordance with the hourly rates shown on the fee schedule set forth in Exhibits A and A-1 for Services but in no event will the City pay more than $150,000 for the Term. Any additional work authorized by the City pursuant to Section 1.4 will be compensated in accordance with the fee schedule set forth in Exhibits A and A-1.” Section 3 All references to the term “Agreement” throughout Sections 1.0 through 35.0, inclusive, of the Agreement are hereby modified to include the Agreement dated February 13, 2023, and this Amendment No. 1, dated June 26, 2023, as if all of those terms are fully set forth therein.

Section 4 Except as expressly modified or supplemented by this Amendment No. 1, all other provisions of the Agreement shall remain unaltered and in full force and effect. In the event of a conflict between Exhibit A, Exhibit A-1, the provisions of this Amendment No. 1 and the provisions of the Agreement, the provisions of this Amendment No. 1 shall control.

Section 5 The person executing this Amendment No. 1 on behalf of Consultant warrants that he or she is duly 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 have caused this Amendment No. 1 to be executed and attested by their proper officers thereunto:

CITY OF SEAL BEACH
By:

Jill R. Ingram, City Manager
Attest:

By:

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

By:

Nicholas R. Ghirelli, City Attorney
CONSULTANT: NV5, Inc., a California
corporation
By:

Jeffrey M. Cooper
Senior Vice President
By:

MaryJo O’Brien
Corporate Secretary
EXHIBIT A-1
Revised Scope of Services
NV5 | 1 163 Technology Drive, Suite 100 | Irvine, CA 92618 | www.NV5.com | Office 949.585.0477 June 2, 2023
City of Seal Beach
Attn: Iris Lee, Director of Public Works
211 Eighth Street
Seal Beach, CA 90740
RE: Temporary Development Staff Augmentation Services Amendment Dear Ms. Lee,
NV5 is pleased to submit this amendment to provide temporary full-time development staff augmentation services to the City of Seal Beach (City) for approximately two (2) to three (3) months, estimated to end by August 31, 2023, at which time the City should be able to fill the position with in-house staff. Our temporary staff augmentation services are estimated to be provided a minimum of three(3) and up to five (5) days a week, up to eight (8) hours a day. While days may vary depending on the City’s needs, the City would like every other Friday to be covered. Services will include assisting with grading, planning, building, and encroachment permits, including interacting with applicants, associated administrative work, and other related duties.

We have been providing highly qualified and experienced professionals on staff augmentation contracts for several years. Public agencies have contracted with our firm when it is not costeffective to fill a full-time position; to relieve peak workload situations; and to fill vacant positions on an interim basis. We select, train, and retain highly qualified employees to supplement contracting cities staffing requirements. Our professional staff has expertise in a wide range of disciplines and extensive experience in many areas, including plan check, project management, construction management, and design engineering.

We are committed to providing superior, high-level services to our clients. We do so by maintaining a core of highly qualified staff possessing a wide range of skills that we match with our client’s needs.

Our professionals are committed to reliable performance, positive attitudes, and a mission focus that is essential to successful outcomes. For the City’s consideration, we propose Kaly Morris (resume attached) who will work directly for and be supervised directly by City staff.

For the next 14 weeks, it is estimated that NV5 needs an additional $50,000 considering the above, coupled with the remaining funds on our original contract. Our services will be billed on a time and materials basis for this task.

Permit Technician $100/hr.

On behalf of our team, we thank you for the opportunity to serve as an extension of the City of Seal Beach staff. Should you have any questions or require additional information, please contact me at (858) 531-6666 or [email protected].

Sincerely,
NV5, Inc.

Jeffrey M. Cooper, PE
Senior Vice President
PN: P27023-0003475.00
Exhibit A-1

PROFESSIONAL SERVICES AGREEMENT
for
Staffing Assistance Services
between
City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
NV5, Inc,
163 Technology Drive, Suite 100
Irvine, CA 92618
949) 585-0477
This Professional Service Agreement (" the Agreement") is made as of February 13, 2023 ( the " Effective Date"), by and between NV5, Inc. (" Consultant"), a California corporation, and the City of Seal Beach (" City"), a California charter city, ( collectively, the Parties"). r

RECITALS
A. City desires certain professional staff assistance services.

B. Pursuant to the authority provided by its City Charter and Seal Beach Municipal Code § 3.20.025(C), City desires to retain Consultant as an independent contractor to provide staffing assistance services.

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

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 and all applicable professional standards of care. The acceptance of Consultant' s 2 of 19
work by the City shall not operate as a release of Consultant from such standard of care and workmanship.

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

2. 0 Term

2. 1. The term of this Agreement shall commence on February 13, 2023, and shall remain in full force and effect until December 31, 2023, unless sooner terminated as provided in Section 5.0 of this Agreement.

3. 0 Consultant' s Compensation

3. 1. City will pay Consultant in accordance with the hourly rates shown on the fee schedule set forth in Exhibit A for the Services but in no event will the City pay more than the total not -to -exceed amount of $ 100, 000 ( One Hundred Thousand dollars and 00/ 100) for the Term.

4. 0 Method of Payment

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

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

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

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

6. 0 Party Representatives

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

6. 2. Jeffrey M. Cooper is the Consultant's primary representative for purposes of this Agreement. Jeffrey M. Cooper 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: NV5, Inc.
163 Technology Drive, Suite 100
Irvine, CA 92168
Attn: Jeffrey M. Cooper

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 4of19
certificates required by law for the provision of the Services under this Agreement, including a business license as required by the Seal Beach Municipal Code.

9. 0 Independent Contractor

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

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

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

Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, State, or federal policy, rule, regulation, statute or ordinance to the contrary, Consultant and any of its officers, employees, agents, and 5of19
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, 6of19
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 7of19
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.
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14. 0 Prohibition Against Assignment or Delegation
Consultant shall not assign any of its rights or delegate any of its duties under this Agreement, either in whole or in part, without City's prior written consent. Any purported assignment or delegation in violation of this Section shall be void and without effect, and shall entitle City to terminate this Agreement. As used in this Section, " assignment" and " delegation" means any sale, gift, pledge, hypothecation, encumbrance or other transfer of all or any portion of the rights, obligations, or liabilities in or arising from this Agreement to any person or entity, whether by operation of law or otherwise, and regardless of the legal form of the transaction in which the attempted transfer occurs.

15.0 Inspection and Audit of Records
Consultant shall maintain complete and accurate records with respect to all Services and other matters covered under this Agreement, including but expressly not limited to, all Services performed, salaries, wages, invoices, time cards, cost control sheets, costs, expenses, receipts and other records with respect to this Agreement. Consultant shall maintain adequate records on the Services provided in sufficient detail to permit an evaluation of all Services in connection therewith. All such records shall be clearly identified and readily accessible. At all times during regular business hours, Consultant shall provide City with free access to such records, and the right to examine and audit the same and to make copies and transcripts as City deems necessary, and shall allow inspection of all program data, information, documents, proceedings and activities and all other matters related to the performance of the Services under this Agreement. Consultant shall retain all financial and program service records and all other records related to the Services and performance of this Agreement for at least three ( 3) years after expiration, termination or final payment under this Agreement, whichever occurs later. City' s rights under this Section 15. 0 shall survive for three ( 3) years after expiration, termination or final payment under this Agreement, whichever occurs later.

16. 0 Safety Requirements
All work performed under this Agreement shall be performed in such a manner as to provide. safety to the public and to meet or exceed the safety standards outlined by CAL OSHA and other applicable state and federal laws. City may issue restraint or cease and desist orders to Consultant when unsafe or harmful acts are observed or reported relative to the performance of the Services.

Consultant shall maintain the work sites free of hazards to persons and property resulting from its operations. Consultant shall immediately report to the City any hazardous condition noted by Contractor.
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17. 0 Insurance

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

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

17. 2. 1. Commercial General Liability Insurance: Consultant, shall maintain limits no less than $2,000,000 per occurrence for bodily injury, personal injury and property damage; and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/ location or the general aggregate limit shall be twice the required occurrence limit: Coverage shall be at least as broad as the latest version of Insurance Services Office Commercial General Liability coverage ( occurrence form CG 0001). If Consultant is a limited liability company, the commercial general liability coverage shall be amended so that Consultant and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds;

17. 2. 2. Automobile Liability Insurance: Consultant shall maintain limits no less than $ 1, 000,000 per accident for bodily injury and property damage. Coverage shall be at least as broad as Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 ( any auto).

17. 2.3. Workers' Compensation Insurance in the amount required by law; and Employer' s Liability: $ 1, 000, 000 per accident and in the aggregate for bodily injury or disease; ,

17. 2. 4. Professional Liability ( or Errors and Omissions) Liability, with minimum limits of $1, 000, 000 per claim/ aggregate. If a " claims made" policy is provided, then the policy shall be endorsed to provide an extended reporting period of not less than three years.

17. 3. Acceptability of Insurers. The Insurance policies required under this Section shall be placed with insurers with a current A.M. Best' s rating no less than ANIII, 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 6 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. 11 of 19

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

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

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

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

17. 12. Indemnity Requirements Not Limiting. Procurement of insurance by Consultant shall not be construed as a limitation of Consultant' s liability or as full performance of Consultant' s duty to indemnify City under Section 18. 0. 12 of 19

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

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

18. 0
Indemnification, Hold Harmless, and Duty to Defend

18. 1. Indemnity for Desiqn Professional Services. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, indemnify and hold harmless City and its elected and appointed officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials collectively " Indemnitees" in this Section 18. 0), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, bid protests, stop notices, liens, and losses of any nature whatsoever, including but not limited to fees of attorneys, accountants and other professionals and all costs associated therewith, and reimbursement of attorneys' fees and costs of defense ( collectively " Claims"), in law or in equity, whether actual, alleged or threatened, which arise out of, pertain to, or relate to, in whole or in part, the negligence, recklessness or willful misconduct of Consultant, its officers, directors, agents, servants, employees, subcontractors, contractors or their officers, directors, agents, servants or employees ( or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of design professional services under this Agreement by a " design professional,"' as the term is defined under California Civil Code § 2782. 8( c).

Notwithstanding the foregoing and as required by Civil Code § 2782.8( a), in no event shall the cost to defend the Indemnitees that is charged to Consultant exceed Consultant' s proportionate percentage of fault.

18. 2. Other Indemnities.

18.2. 1. Other than in the performance of design professional services and to the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, defend, hold harmless and indemnify the Indemnitees from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, bid protests, stop notices, liens and losses of any nature whatsoever, including but not limited to fees of accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all consequential damages ( collectively Liabilities"), in law or equity, whether actual, alleged or threatened, which arise out of, pertain to, or relate to the acts or omissions of Consultant, its officers, 13 of 19
agents, servants, employees, subcontractors, materialmen, suppliers, or contractors, or their officers, agents, servants or employees ( or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Liabilities with counsel of the Indemnitees' choice, and shall pay all costs and expenses, including all attorneys' fees ,and experts' costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith.

18. 2. 3. Consultant shall indemnify and hold harmless City in accordance with Sections 9. 0 and 10. 0.

18. 3. Subcontractor Indemnification. Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section 18. 0 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnities, Consultant shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Claims or Liabilities in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant' s subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees ( or any entity or individual that Consultant' s subcontractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Claims or Liabilities arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties.

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

18. 5. Insurance Requirements Not Limiting. City does not, and shall not, waive any rights that it may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. The indemnities and obligations in this Section shall apply regardless of whether or not any insurance policies are 14 of 19
determined ,to be applicable to the Claims or Liabilities asserted against City or any of the other Indemnitees.

18. 6. Survival of Terms. Consultant' s indemnifications and obligations under this Section 18. 0 shall survive the expiration or termination of this Agreement.

19. 0 Non -Discrimination and Equal Employment Opportunity Consultant affirmatively represents that it is an equal opportunity employer. In the performance of this Agreement, Consultant shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, gender, sexual orientation, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, or any other basis prohibited' by law. Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation, or any other basis prohibited by law.

20. 0 Labor Certification
By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

21. 0 Prevailing Wage and Payroll Records
To the extent that this Agreement calls for services that, in whole or in part, constitute " public works" as defined in the California Labor Code, Consultant shall comply in all respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit B, attached hereto and incorporated by reference herein.

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

23. 0 Severability
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The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement.

24.0 Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Any dispute that arises under or relates to this Agreement ( whether contract, tort or both) shall be resolved in a superior court with geographic jurisdiction over the City of Seal Beach.

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

26. 0 Waiver
No delay or omission to exercise any right, power or remedy accruing to City under this Agreement shall impair any right, power or remedy of City, nor shall it be construed as a waiver of, or consent to, any breach or default. No waiver of any breach, any failure of a condition, or any right or remedy under this Agreement shall be ( 1) effective unless it is in writing and signed by the Party making the waiver, ( 2) deemed to be a waiver of, or consent to, any other breach, failure of a condition, or right or remedy, or ( 3) deemed to constitute a continuing waiver unless the writing expressly so states.

27. 0 Prohibited Interests; Conflict of Interest

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

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

27. 2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working 16 of 19
exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift.

27. 3. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, 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 Section.

28. 0 Final Payment Acceptance Constitutes Release
The acceptance by Consultant of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Consultant for anything done, furnished or relating to Consultant' s work or services. Acceptance of payment shall be any negotiation of City's check or the failure to make a written extra compensation claim within ten calendar days of the receipt of that check. However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Consultant, its employees, subcontractors and agents for the accuracy and competency of the information provided and/ or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Consultant, its employees, subcontractors and agents.

29. 0 Corrections
In addition to the indemnification obligations set forth above, Consultant shall correct, at its expense, all errors in the work which may be disclosed during City' s review of Consultant' s report or plans. Should Consultant fail to make such correction in a reasonably timely manner, such correction may be made by City, and the cost thereof shall be charged to Consultant. In addition to all other available remedies, City may deduct the cost of such correction from any retention amount held by City or may withhold payment otherwise owed Consultant under this Agreement up to the amount of the cost of correction.

30. 0 Non Appropriation of Funds
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Payments to be made to Consultant by City for any Services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted fund. In the event that City does not appropriate sufficient funds for payment of Consultant' s Services beyond the current fiscal year, this Agreement shall cover payment for Consultant' s Services only to the conclusion of the last fiscal year in which City appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year.

31. 0 Mutual Cooperation

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

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

32. 0 Time of the Essence
Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a Party of the benefits of any grace or use period allowed in this ,Agreement.

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

34. 0 Exhibits
All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control.

35. 0 Corporate Authority
The person executing this Agreement on behalf of Consultant warrants that he or she is duly authorized to execute this Agreement on behalf of said party and that by his or her execution, the Consultant is formally bound to the provisions of this Agreement.
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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
By: •
Ingram, City Mana r
Attest
By:

Approved as
By: Z/-' -
A. Steele, City Attorney
CONSULTANT: NV5, Inc., a California
corporation
By:

Jeffre M. Co per
Seni , Vice President
By: / Y v l/ V%.

MaryJo O' B ien
Corporate Secretary
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.)
19 of 19
January 19, 2023
City of Seal Beach
Attn: Iris Lee, Director of Public Works
211 Eighth Street
Seal Beach, CA 90740
RE: Temporary Development Staff Augmentation Services- Nhutfham, EIV 4 :
a
Dear Ms. Lee,
NV5 is pleased to submit this proposal to provide
augmentation services to the City of Seal Beach (
starting January 19, 2023. Services will include a
applicants, associated administrative work, and I:
other related duties.
ir;yfu'[1- tme development staff
approxthiately three ( 3) to six ( 6) months,
with plan checks, interacting with
ig SCE/,SCGrencroachment permits, among
We have been providing highly qualified and experienced profess5on-afs on staff augmentation contracts for several years. Public agencies have contra' ctedhnith; our,`firm when it is not costeffective to fill a full-time position; to relieve peak workload situations; and to fill vacant positions on an interim basis. We select, train, and retain highly qualified employees to supplement contracting cities staffing requirements. Our professional staff has expertise in a wide range of disciplines and extensive experience in many areas, including plan check, project management, construction management, and design engineering.

We are committed to providing superior, high- level services to our clients. We do so by maintaining a core of highly qualified staff possessing a wide range of skills that we match with our client's needs.

Our professionals are committed to reliable performance, positive attitudes, and a mission focus that is essential to successful outcomes.

For the City' s consideration, we propose Nhut Pham, EIT ( resume attached). Below is our proposed hourly rate, per our On -Call Professional Engineering and Plan Check Services contract, dated July 25, 2022. Our services will be billed on a time and materials basis for this task.

Nhut Pham, EIT Project Engineer/ Plan Check Engineer I $ 135/ hr.

Sincerely,
NV5, Inc.
fenriory M. Cooper, PEVice President
PN: P27023- 0001087. 00
163 Technology Drive, Suite 100 1 Irvine, CA 92618 1 www. NV5. com I Office 949. 585. 0477 j CONTACT INFO NHUT PRAM, EIT
a
nhut. pham@nv5. com
1 Project Engineer
EXPERIENCE.............................................................................................................................................................................. 7 years Mr. Pham has more than 7 years of experience in the plan check, engineering design, and construction management/ administration of Public Works projects, including water,

EDUCATION
wastewater, streets and storm drain improvements. He is experienced in preparing I B.S. Civil Engineering plans, specifications and estimates for various CIP projects, preparing exhibits to LICENSES/ CERTIFICATES j demonstrate design concepts to clients, and performing technical review for WQMP and Engineer - in -Training ( CA) civil engineering plans for residential and commercial developments. He is skilled in No. 163240 using AutoCAD Civil 3D, Microsoft Office Suite, ArcGIS, MatLab and Bluebeam Revu.

Project Experience
Plan Check Services

CITIES OF SANTA ANA, FULLERTON AND CHINO I SANTA ANA, FULLERTON, CHINO, CA Project Engineer. Mr. Pham provided plan check services for private developments within the cities' public works departments. He performed technical review for Water Quality Management Plans and civil engineering plans ( precise grading, streets, water/ wastewater, and erosion control). These reviews ensured plans followed the Cities' conditions of approval, standard details and other applicable codes.

Project Management Services for Various CIP

CITY OF EL MONTE I EL MONTE, CA
Project Engineer. Mr. Pham is assisting our team with providing Project Management Services to the City on various Capital Improvements Projects. Project include the following:

Active Transportation for EI Monte Station and Downtown EI Monte Project, CIP 890
Nevada- Bodger Sewer Improvement Project, CIP 005 and CIP 038 Merced Avenue Traffic Calming Project, CIP 003
EI Monte Regional Bicycle Commuter Access Improvement Project, CIP 0.16 Crowther Sanitary Sewer Pipeline Replacement
i CITY OF PLACENTIA I PLACENTIAAND FULLERTON, CA
Office Engineer. Mr. Pham is serving as Office Engineer for this project, which includes replacement of approximately 7,400 LF of gravity sewer pipeline in Crowther Avenue, Placentia Avenue, and Orangethorpe Boulevard, located within the Cities of Placentia' and Fullerton. The work°.involves installation of 15 -inch, 18 -inch, and 22 -inch PVC and fused HDPE sewer pipeline and manholes. The work also includes reconnection into all of the existing gravity mains and service laterals with a terminus tie- in connection at the existing Orange County Sanitation District' s trunk line on State College Boulevard.

The project — which includes an encasement crossing underneath the 57 freeway in Caltrans right-of-way — involves coordination with multiple agencies, including Caltrans, the Orange County Sanitation District, Golden State Water, Department of Health Services, the City of Fullerton, and other utility and governmental agencies. Working in high -traffic areas, as well as a jack -and -bore crossing underneath the Orange County Flood Control District' s flood control channel and a jack -and -bore crossing underneath the BNSF railroad, and multiple crossings of Southern California Gas Co.' s high- N V pressure gas feeder, are among the project' s challenges. NV5 is providing construction management, inspection and materials testing services for this project.

William Woollett Jr. Aquatics Center

CITY OF IRVINE I IRVINE, CA
Project Engineer. Mr. Pham is serving as Project Engineer for this pool replastering project (three pools) at the William Woollett Jr. Aquatics Center. The complex is a world-class aquatic facility open year round for regional and national competitive events with two 50 -meter pools and a 25 -yard instruction pool. The City is currently embarking on restoring and resurfacing all three of these pools. These pools appear to be standard gunnite/ shotcrete pools with rows of lap tiles on the bottom and border tiles along the rims. The City is currently working with an engineer to develop plans and specifications for the pool resurfacing at this facility. NV5 provided a constructability review of the pending plans and specifications, and will provide construction management and inspection during pool restoration.

Heritage Park Community Center Exterior Rehab and Painting

CITY OF IRVINE I IRVINE, CA
Project Engineer. Mr. Pham is serving as Project Engineer for the exterior rehabilitation and painting of the Heritage Park Community Center, the Metal Maintenance Building, and the Fine Arts Center. Both centers are located within the Heritage Community Park, which offers open space, lake views, playground amenities, and a variety of classes to the community.

There is also a metal shed to the east of the Community Center on the opposite side of the parking lot.

Cerritos Avenue & South Street Water Main Replacement

CITY OF ANAHEIM I ANAHEIM, CA
Project Engineer. Mr. Pham provided engineering design services for the installation of new water mains at Cerritos Avenue and South Street. The project included replacing existing 10 -inch Cast Iron Pipe (CIP) and 6 -inch Asbestos -Cement Pipe (ACP) with approximately 2,700 LF of new 12 -inch Ductile Iron Pipe (DIP) from Brookhurst Street to Nutwood Street with four tie-in connections to existing water mains; replacing existing 8 -inch CIP with approximately 350 LF of new 12 -inch DIP from Disneyland Drive to Hazelwood Street with three tie- in connections to existing water mains; installing nine 12 - inch gate valves and four fire hydrant assemblies on the new 12 -inch mains; disconnecting and removing four hydrants on the existing mains; and replacing all existing lateral domestic water services on the existing 8- and 10 -inch CIP and 6 -inch ACP with new services on the 12 -inch DIP.
8 -inch & 12 -inch Water Main and 24 -inch Sewer Transmission Main

CITY OF EL MONTE I EL MONTE, CA
Project Engineer. Mr. Pham is assisting the Project Manager with engineering and coordination services for the SCRRA Metrolink Commuter Rail Expansion SCORE Phase I project, which will require retrofitting of three independent casings crossing underneath the newly proposed railroad tracks.

Sewer Line Crossing at Johnson Avenue and the Railroad

CITY OF EL MONTE I EL MONTE, CA
Project Engineer. Mr. Pham is providing emergency engineering design services for the Sewer Line Crossing at Johnson Avenue and the Railroad. Due to an additional railroad track proposed by SCRRA, the City must encase an 8 -inch gravity sewer line that runs north from Johnson Avenue underneath the railroad tracks to the alley beyond. A new 12 -inch sewer main will be jack and bored at the southern limit of the railroad right-of-way at Johnson Avenue, underneath the existing and future railroad rails, overtop the slot within the Los Angeles County Flood Control District' s existing storm drain, to the alley just north of the existing railroad right-of-way. Services include preparing the plans, specifications and estimate; utility research; preparing plans for temporary water high lining and sewer bypassing to keep the facilities online during construction; land surveying; geotechnical report; and coordination with the railroad.

Presidio Valve and Pipeline Replacement
SOUTH COAST WATER DISTRICT I SAN CLEMEN.TE, CA
Project Engineer. Mr. Pham is providing engineering services for the design of the Presidio Valve and Pipeline Replacement project, which includes replacing existing 18 -inch and 24 -inch butterfly valves with 30 -inch butterfly valves and 24 -inch and 8 -inch gate valves and replacing approximately 765 LF of existing 30 -inch CCP Water Transmission Main with a 12 -inch PVC C900 Water Main.

Sewer Main Along Portuguese Bend

CITY OF ROLLING HILLS I ROLLING HILLS, CA
Project Engineer. Mr. Pham ' is providing engineering design services for the 8 -inch Sewer Main along Portuguese Bend Road/ Rolling Hills Road. The City evaluated the feasibility of connecting a portion of the City to a nearby existing wastewater conveyance system. Based on the sewer feasibility study, it was recommended to install a new 8 -inch sewer main along Portuguese Bend Road and upgrade the existing sewer main along Rolling Hills Road to a 10 -inch and 12 -inch sewer main prior to connecting to the Los Angeles County Trunk line.

CIP Water Main Projects

OCEANO COMMUNITY SERVICE DISTRICT I OCEANO, CA
Project Engineer. Mr. Phan! provided plans, specifications and cost estimates for a total of 6, 000 LF of water main replacement/ construction at various locations. Improvements included construction of new water pipes, fittings and appurtenances. Some of the pipes required jack -and -bore due to railroad crossings and Caltrans Right -of -Way. The projects included coordination with LIPRR, Caltrans and utility companies for project permits and approval.

Harbor Boulevard Force Main

CITY OF VENTURA I VENTURA, CA
Project Engineer. Mr. Pham provided plans, specifications and cost estimates for the construction of 8, 000 LF new sewer force main on Harbor Boulevard from Seward Avenue to Figueroa Street. Improvements included construction of two new parallel 20 -inch force mains, installation of air release vaults and reconstruction of concrete street pavement.

Havenhurst Drive and Fountain Avenue Traffic Signal

CITY OF WEST HOLLYWOOD I WEST HOLLYWOOD, CA
Project Engineer. Mr. Pham provided plans and cost estimates for the street rehabilitation of this intersection improvement project. Improvements included new ADA curb ramps, sidewalk, bulb -out (curb extension), and new AC pavement.

Concrete Street Pavement Reconstruction

CITY OF NEWPORT BEACH I NEWPORT BEACH, CA
Project Engineer. Mr. Pham provided plans, specifications and cost estimates for concrete street rehabilitation.

Improvements included construction of new concrete pavement and sidewalk and installation of new storm drain pipes and catch basins.

Citywide Curb Ramp Program

CITY OF LONG BEACH I LONG BEACH, CA
Project Engineer. Mr. Pham provided plans for construction of 50 curb ramps in the City. Improvements included new curb ramp construction and reconstruction of asphalt pavement, landscape, signage and striping.

Lasselle Street Improvements

CITY OF MORENO VALLEY I MORENO VALLEY, CA
Design Engineer/ CAD Technician. Mr. Pham drafted street improvement plans including new curb ramps, curbs and gutters, cross gutters, and the application of high -friction surface treatment to reduce run -off -the -road collisions for Lasselle Street within the project limits.

Modjeska Park Stormwater Improvements

CITY OF ANAHEIM I ANAHEIM, CA
Design Engineer/ CAD Technician. Mr. Pham drafted grading plans for the park' s parking lot and the curb ramps in the public right-of-way. The project utilized the footprint of an existing 37, 000 -square -foot parking lot to capture and infiltrate approximately 182 acre feet of dry weather urban runoff and first flush stormwater into the City' s groundwater each year.

This is water that would otherwise flow untreated to the Bolsa Chica Channel and eventually to the Pacific Ocean. The City removed existing asphalt concrete ( AC) pavement, installed an underground, pre -cast infiltration/ retention facility and larger stormwater pipes, and repaved the lot utilizing pervious surfaces. The proposed system allowed water that flows into the Watershed to instead percolate into the groundwater,, removing pollutants.

San Juan Water and Sewer Improvements
CITY OF FULLERTON i FULLERTON, CA
Design Engineer/ CAD Technician. Mr. Pham drafted the street improvement plans ( plans and profile) for this project. The scope of work included new full -depth pavement, curb and gutters, curb ramps, and median repairs. The project' s scope included removing existing and installing new sewer and water and constructing new street pavement and other related work.

Horizon Drive Sewer

SANTA YNEZ COMMUNITY SERVICES DISTRICT I SANTA YNEZ, CA Project Engineer. Mr. Pham provided plans and cost estimates for the construction of 2, 000 LF of gravity sewer.

Improvements included construction of new 8 -inch sewer main, laterals, asphalt pavement reconstruction, private driveways and landscape re -installation.

Rural Ridge Circle and Wilshire Avenue Water Main Replacement CITY OF ANAHEIM i ANAHEIM, CA
Assistant Construction Manager. Mr. Pham is assisting the Construction Manager during the construction of this water main replacement project. The work to be undertaken consists of two water main improvement areas: the Rural Ridge area and Wilshire -Pearl area. The Rural Ridge improvement area includes installation of a 12 -inch PVC pipe ( 1,560 LF) on Rural Ridge Drive/ E. Rural Ridge Circle from Nohl Ranch Road to Westridge Pump Station, an 8 -inch PVC pipe ( 1, 820 LF) on E. Rural Ridge from S. Rural Ridge Drive to E. Willowick Drive, an 8 -inch PVC pipe (480 LF) on Santiago Way from E. Rural Ridge Drive to the end of the cul- de- sac, and a 6 -inch PVC pipe ( 370 LF) on Silverado Way to the end of the culde- sac. The Wilshire - Pearl improvement area includes installation of 12 -inch Ductile - Iron pipe ( 1, 915 LF) on N. Wilshire Avenue from N. Loara Street to N Pearl Street, and 8 -inch Ductile -Iron pipe (825 LF) on Pearl Street from N. Wilshire Avenue to N. Dwyer Place.

Shady Lane, Olive Street and Country Hill Road Water Main Replacement CITY OF ANAHEIM i ANAHEIM, CA
Assistant Construction Manager. Mr. Pham is assisting the Construction Manager during the construction of this water main replacement project. This project consists of three independent areas of Water. Main Replacement within the sensitive residential areas of Country Hill Road, Olive Street, and Shady Lane. There will be approximately 3,960 LF of 12 -inch, 10 -inch, 8 -inch and 6 -inch C909 PVC and DIP waterline, line -stops, and new services to be installed. This will additionally involve the standard water main replacements including: shutdowns; dewatering; excavation; placement of the water mains, valves, and appurtenances; disinfection; and pressure testing — followed by final street restoration under the direction of APU with NV5' s assistance for Construction Management and Resident Engineering Services.

La Palma Avenue and Tustin Avenue Water Main Replacement at OCTA Railway Crossing

CITY OF ANAHEIM I ANAHEIM, CA
Assistant Construction Manager. Mr. Pham is assisting the Construction Manager during the construction of the City' s La Palma Avenue and Tustin Avenue Water Main Replacement at OCTA Railway Crossing project. Metrolink with the Orange County Transportation Authority is expanding the Anaheim Canyon Metrolink Station, which includes the addition of a train track crossing at both La Palma Avenue and Tustin Avenue. The water main replacement project involves bore and jack installation of two new water mains underneath the OCTA railroad track in La Palma Avenue and Tustin Avenue, followed by the abandonment of the existing water mains that will now be too shallow and are not adequately reinforced to carry the load underneath the proposed train track. The project includes close coordination with the City, OCTA, Metrolink, Southern California Regional Rail Authority ( SCRRA), among other agencies.

EXHIBIT A
Consultant' s Scope of Services

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.

ACOREP CERTIFICATE OF LIABILITY INSURANCE
5/ 1/ 2023 J

DATE( MMIDDIYYYY)
7/22/ 2022
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

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

IMPORTANT. If the certificate holder is an ADDITIONAL INSURED, the policy( les) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WANED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement( s).

PRODUCER Lockton Companies CONTACT
3280 Peachtree Road NE, Suite 4250
Atlanta GA 30305
404) 460- 3600
PHONE FAX ac No
E- A13DRESS: MAIL
INSURERS AFFORDING COVERAGE MAIC$
Y
I
INSURERA: The Continental Insurance Company 35289
7014856125
I

INSURED
NVS Inc.
1491108 163 Technology Drive
rNsuRERB: National Fire Insurance Co of Hartford 20478
INSURER c: Transportation Insurance Company 20494
WSURERD . National Fire and Marine Insurance Cc 20079 Suite 100 Irvine CA 92618
INSURERE:

INSURER F'
GENERAL AGGREGATE s 2. 000, 000
UUVr-KAGtS . Irvine GtKFI1- IGATE NUM6EK: 1 X7-44( 173 REVISION NHMRER- YYYYYYY

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

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

ILTR TYPEOFINSURANCE
ADDLSUSR I INSD I vuvo POLICY NUMBER

POLICY EFF
D

POLICY EXP

MNW O LIMIT'S

A X COMMERCIAL GENERAL LIABILITY
CLAIMS -MADE F—x1 OCCUR
X Contractual Liab
Y
I
Y
I
7014856125
I
5/ 1/ 2022
I
5/ 1/ 2023 EACH OCCURRENCE S 11000, 000
DAMAGE TO RENTE —
PREMISES Ea occurrence S 1, 000, 000
MED EXP ( Anyone person) s 15, 000
X Cross Liab Incl PERSONAL& ADV INJURY S 1, 000, 000

GEN' LAGGREGATE LIMITAPPLIESPER
X POLICY a
PR
LOC
X oTHER: Deductible: None
GENERAL AGGREGATE s 2. 000, 000
PRODUCTS - COMPIOPAGG S 2 OOO OOO
S

B AUTOMOBILE LIABILITY

ANYAUTO

OWNED SCHEDULED

AUTOS ONLY AUTOS

HIRED NON -OWNED

AUTOS ONLY AUTOS ONLY I
y y 7014842659 5/ 1/ 2022 5/ 1/ 2023 COMBINED SINGLE LIMIT S 1, 000, 000 BODILY INJURY ( Per person) S XX) XXXX
BODILY INJURY ( Par accident) S ) CK3CX X

PROPERTY DAMAGE
eraccldent S XXXXXXX
S xx-3cK C

A X UMBRELLALIABX

EXCESS UAB
OCCUR

CLAIMS -MADE
N N 701414I111 5/ 12022 5/ 1/ 2023 EACH OCCURRENCE s 20,000, 000 AGGREGATE s 20,000,000
DED I X I RETENTIONS $ 0 S XXXXXXX
C

WORKERS

AND EMPLOYERS'

COMPENSATIONPER

LIASILTTY YIN
OCER/IMEMBER. EXXC UDEDTECUTNE N
Mandatory In NH)
if yyees, describe under
DESCRIPTIONOFOPERATIONS below
NIA
Y 7014842824( AOS)
7014842810 CA )
5/ 12022
5/ M2022
5/ 12023
5/ 12023

OTH- X I STATUTE I ER
E,LEACHACCIDENT 5 1, 000, 000
S. L. DISEASE - EA EMPLOYEE S 1, 000, 000
E. LDISEASE- POLICY LIMIT S 1, 000, 000
D
A
A
Prof/PollLiab
Bus Per Prop
Leased/ Rented Equip
N
I NJ
42-EPP- 321328- 01
7014856125
7014900785
5112022
5112022
5/ 12022
5/ 12023
5112023
5/ 12023
Ea. Claim( Agg. $ MOM/$ 20M
Limit $18, 016, 286
Litnit $ 100, 000
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES ( ACORD 101, Additional Remarks Schedule, may be attached IFmore space is required) SEE PAGE TWO*
rt=aTl= Ii' ATF fin) n1: 12 CANCELLATInN Cee Attachments 18734073
City of Seal Beach SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 211 - 8th Street
Seal Beach C 90740

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

AUTHORRED REPRESENT
F
I
U 1909- 2U%b AGURU CURPUKA I IUN. All ngnt5 reservea.

ACORD 25 (2016/ 03) The ACORD name and logo are registered marks of ACORD rrnNTiml ILTInN nr9rRIPTION OF OPERATIONSILOCATIONS1VEHICLESIEXCLUSIONS ADDED BY ENDORSEMENTISPECIAL PROVISIONS ( Use only If more space is required) 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 are included as additional insureds on a Primary and Non-contributory basis ifrequired by written contract with respect to General Liability and Automobile Liability per the terms and conditions ofthe policy. A waiver of subrogation applies in favor of 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 ifrequired by written contract with respect to General Liability, Automobile Liability, and Workers' Compensation per the terms and conditions of the policy where permitted by state law. A 30 -day notice of cancellation is included ifrequired by written contract per the terms and conditions of the policy.

ACORD 25 ( 2096103) Certificate Holder ID: 18734073
Blanket Additional Insured - Owners, Lessees
Contractors - with Products- Comolel
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART
It is understood and agreed as follows:

I. WHO IS AN INSURED is amended to include as an.insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused in whole or in pari: by your acts or omissions, or the acts or omissions of those acting on your behalf: c A. in the performance of your ongoing operations subject to such written contract; or B. in the performance of your work subject to such written contract, but only with respect to bodily injury or property damage included in the products -completed operations hazard, and only if.

1. the written contract requires you to provide the additional insured such coverage; and

2.. this coverage part provides such coverage.

II. But if the written contract requires:

A. additional insured coverage under the 11- 85 edition, 10- 93 edition, or 10- 01 edition of CG2010, or under the 10- 01 edition of CG2037; or
B. additional insured coverage with " arising out of" language; or C. additional insured coverage to the greatest extent permissible by law; then paragraph I. above is deleted in its entirety and replaced by the following:

WHO IS AN INSURED is amended to include as an insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising Injury arising out of your work that is subject to such written contract.

III. Subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with:

A. coverage broader than required by the written contract; or B. a higher limit of insurance than required by the written contract.

IV. The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property damage, or personal and advertising injury arising out. of.

A. the, rendering of, or the failure to render, any professional architectural, engineering, or surveying services, including:

1. the preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and

2. supervisory, inspection, architectural or engineering activities; or B. any premises or work for which the additional insured .is specifically listed as an additional insured on another endorsement attached to this coverage part.

V. Under COMMERCIAL GENERAL LIABILITY CONDITIONS, the Condition entitled Other Insurance is amended to add the following, which supersedes any provision to the contrary in this Condition or elsewhere in this coverage part:

Primary and Noncontributory Insurance
UNAfbUf9XX ( 10- 16) Policy O: 7014856125

Page 1 of 2 ends

Effective Date: 05/ 01/ 2022
Insured Name: NV5 Global, Inc
Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission.

Blanket Additional Insured - Owners, Lessees or
Contractors - with Products -Completed
Operations Coverage Endorsement
With respect to other insurance available to the additional insured under which the additional insured is a named insured, this insurance is primary to and will not seek contribution from such other insurance, provided that a written contract requires the insurance provided by this policy to be:

1. primary and non-contributing with other insurance available to the additional insured; or

2. primary and to not seek contribution from any other insurance available to the additional insured.

But except as specified above, this insurance will be excess of all other insurance available to the additional insured.

VI. Solely with respect to the insurance granted by this endorsement, the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows:

The Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended with the addition of the following:

Any additional insured pursuant to this endorsement will as soon as practicable:

1. give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim;

2. send the Insurer copies of all legal papers received, and otherwise cooperate with the Insurer in the investigation, defense, or settlement of the claim; and

3. make available any other insurance, and tender the defense and indemnity of any claim to any other insurer or self -insurer, whose policy or program applies to a loss that the Insurer covers under this coverage part.

However, if the written contract requires this insurance to be primary and non- contributory, this paragraph

3. does not apply to insurance on which the additional insured is a named insured.

The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receives written notice of a claim from the additional insured.

VII. Solely with respect to the insurance granted by this endorsement, the section entitled DEFINITIONS is amended to add the following definition:

Written contract means a written contract or written agreement that requires you to make a person or organization an additional insured on this coverage part, provided the contract or agreement:

A. is currently in effect or becomes effective during the term of this policy; and B. was executed prior to:

1. the bodily injury or property damage; or

2. the offense that caused the personal and advertising injury; for which the additional insured seeks coverage.

Any coverage granted by this endorsement shall apply solely to the extent permissible by law.

All other terms and conditions of the Policy remain unchanged.

This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy.

Page 2 of 2 ends

Insured Name: Nv5 Global, Inc.

Copyright CNA Ali Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission.

Attachment Code: D587566 Master ID: 1491108, Certificate ID: 18734073 Policy No: 7014856125 This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

PRODUCTS/ COMPLETED OPERATIONS LIABILITY COVERAGE PART
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

It is understood and agreed that the condition entitled Transfer Of Rights Of Recovery Against Others To The Insurer is amended by the addition of the following:

Solely with respect to the person or organization shown in -the Schedule above, the Insurer waives any right of recovery the Insurer may have against such person or organization because of payments the Insurer makes for injury or damage arising out of the Named Insured' s ongoing operations or your work done under a contract with that person or organization and included in the products - completed operations hazard.

All other terms and conditions of the Policy remain unchanged.

Attachment Code: D587568 Master ID: 1491108, Certificate ID: 18734073 GX
It is understood and agreed that:

If you have agreed under written contract to provide notice of cancellation to a party to whom the Agent of Record has issued a Certificate of Insurance, and if we cancel a policy term described on that Certificate of Insurance for any reason other than nonpayment of premium, then notice of cancellation will be provided to such Certificateholders at least 30 days in advance of the date cancellation is effective.

If notice is mailed, then proof of mailing to the last known mailing address of the Certificateholder on file with the Agent of Record will be sufficient to prove notice.

Any failure by us to notify such persons or organizations will not extend or invalidate such cancellation, or impose any liability or obligation upon us or the Agent of Record.

All other terms and conditions of the policy remain unchanged. his endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, ikes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective ate (the Endorsement Effective Date) is shown below, and expires concurrently with said policy.

Form No: CNA68021XX ( 02-2013)
Endorsement Effective Date: 05/ 01/ 2022 Policy No: 7014856125, 7014842659, 7014841883 C Copyright CNA All Rights Reserved.

Attachment Code: D587561 Master ID: 1491108, Certificate ID: 18734073 CNA
CNA71526XX
Ed. 10112)

ADDITIONAL INSURED ENDORSEMENT - CONTRACTUAL

OBLIGATION
It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as follows:

SCHEDULE
Name of Additional Insured Person Or Organization

AS REQUIRED BY CONTRACT

1. Paragraph A. I. Who is An Insured of Section 11- LIABILITY COVERAGE is amended to include as an additional insured the person or organization scheduled above, but only if you are required by "written contract" to make that person or organization an additional insured under this policy.

2. The insurance provided to the additional insured is limited as follows:
a. The person or organization is an additional insured only with respect to " bodily injury" or property damage" arising out of a covered " auto" and caused by your negligent acts or omissions or the negligent acts or omissions of someone, other than the additional insured, for whom you are legally liable.
b. The person or organization is not an additional insured for the person or organization' s own acts or omissions, nor those of anyone, other than you, for whom the person or organization is legally liable.
c. We will not provide the additional insured any broader coverage or any higher limit of liability than the least that is:
1) Required by the " written contract"; or
2) Afforded to you under this policy.

3. Condition 2. Duties In the Event of Accident, Claim, Suit or Loss of Section IV - BUSINESS AUTO

CONDITIONS
is amended to add the following conditions applicable to the additional insured:

An additional insured under this endorsement will as soon as practicable:
a. Give us written notice of an "accident" which may result in a claim or "suit" under this insurance, and of any claim or "suit" that does result; b. Agree to make available any other insurance the additional insured has for a loss we cover under this policy;
c. Send us copies of all legal papers received, and otherwise cooperate with us in the investigation, defense, or settlement of the claim or "suit"; and d. Tender the defense and indemnity of any claim or "suit to any other insurer or self insurer whose policy or program applies to *a loss we cover under this policy. But if the " written contract" requires this insurance to be primary and non- contributory, this provision d. does not apply to insurance on which the additional insured is a Named Insured.

We have no duty to defend or indemnify an additional insured under this endorsement until we receive from the additional insured written notice of a " suit." Attachment Code: D587561 Master ID: 1491108, Certificate ID: 18734073

4. Only for the purpose of the Insurance provided by this endorsement, SECTION V - DEFINITIONS is amended to add the following definition:

Written contracin means a written contract or written agreement that requires you to make a person or organization an additional insured under this policy, provided the contract or agreement:

1. Is currently in effect or becomes effective during the term of this policy; and

2. Was executed prior to the accident for which the additional insured seeks coverage under this policy.

All other terms and conditions of the Policy remain unchanged.

Policy No: 7014842659
Effective Date: 5/ 1/ 2022
Insured Name: NV5, Inc.

CNA71526XX ( Ed. 10M2)
AttacicM. D587560 Master ID: 1491108, Certificate ID: 18734073 CNA71527XX
Ed. 10112)

ADDITIONAL INSURED - PRIMARY AND NON- CONTRIBUTORY
It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as follows:

SCHEDULE
Name of Additional Insured Persons Or Organizations

1. In conformance with paragraph A.1. c. of Who Is An Insured of Section 11- LIABILITY COVERAGE, the person or organization scheduled above is an insured under this policy.

2. The insurance afforded to the additional insured under this policy will apply on a primary and non- contributory basis if you have committed it to be so in a written contract or written agreement executed prior to the date of the accident" for which the additional insured seeks coverage under this policy.

All other terms and conditions of the Policy remain unchanged. 0 CNA71527XX ( 10112) Policy No: 7014842659

Page 1 of 1 ends

Endorsement No:

Effective Date: 05/ 01/ 2022
Insured Name: NV5 GLOBAL, INC.

Attachment Code: D587563 Master ID: 1491108, Certificate ID: 18734073 POLICY NUMBER: 7014842659 COMMERCIAL AUTO
CA 04 44 0310
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

WAIVER OF TRANSFER OF RIGHTS OF RECOVERY

AGAINST OTHERS TO US (WAIVER OF SUBROGATION)
This endorsement modifies insurance provided under the following:

BUSINESS -AUTO COVERAGE FORM

BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM

GARAGE COVERAGE FORM

MOTOR CARRIER COVERAGE FORM

TRUCKERS COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement.

This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below.

Named Insured: NV5 Global, Inc
Endorsement Effective Date: 05/ 01/ 2022

SCHEDULE
Name( s) Of Person( s) Or Organization( s):

ANY PERSON OR ORGANIZATION AGAINST WHOM YOU HAVE AGREED TO WAIVE SUCH RIGHT OF RECOVERY IN A WRITTEN CONTRACT OR AGREEMENT.

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

The Transfer Of Rights Of Recovery Against Others To Us Condition does not apply to the person( s) or organization( s) shown in the Schedule, but only to
the extent that subrogation is waived prior to the " accident" or the "loss" under a contract with that person or organization.

CA 04 44 0310 © Insurance Services Office, Inc., 2009 Page 1 of 1 0 Attachment Code: D587582 Master ID: 1491108, Certificate ID: 18734073 FA 2ER I
Policy No. 7014842824
Workers' Compensation
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named 3n the Schedule. ( This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named In the Schedule.

Schedule
Any person or organization against whom you have agreed to waive such right of recovery in a written contract or agreement
The premium charge for the endorsement is reflected in the Schedule of Operations.

All other terms and conditions of the policy remain unchanged.

Lkesendorsement, which forms a part of and is for attachment to the policy Issued by the designated Insurers, effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective the Endorsement Effective Date) Is shown below, and expires concurrently with said policy unless another expiration date Is shown below.

Form No: WC 00 03 13 ( 04- 1984)
Endorsement Effective Date 05/ 02/ 2022
Policy: 7014842824
Attachment Code: D587581 Master ID: 1491108, Certificate ID: 18734073 CNA
POLICY NO: 7014842824

WORKERS COMPENSATION

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule.(This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule.

Schedule
Any person or organization against whom you have agreed to waive such right of recovery in a written contract or agreement.

The premium charge for the endorsement is reflected in the Schedule of Operations.

All other terms and conditions of the policy remain unchanged.

This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date is shown below, and expires concurrently with said policy unless another expiration date is shown below. k
Form No: WC00 03 13 ( 04- 1984)
Endorsement Effective Date: 5/ 1/ 2022
Policy: 7014842824
Attachment Code: D587581 Master ID: 1491108, Certificate ID: 18734073 CNA

WORKERS COMPENSATION

TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3.A. of the Information Page.

We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out ofthe operations described ;in the Schedule where you are required by a written contract to obtain this waiver from us.

I
This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule.

The premium for this endorsement is shown in the Schedule.

Schedule

1. [ j Specific Waiver
N Blanket Waiver
Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver.

2. Operations: Waiver of Subrogation Operations
Premium:

The premium charge for this endorsement shall be
premium developed on payroll in connection with work performed for the above person( s) or organization( s) arising out of the operations described.

1. Advance Premium: Waiver of Subrogation Advance Premium All other terms and conditions of the policy remain unchanged.

This endorsement, which forms a part: of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below.

Form No: WC.: 42 03 04 B ( 06- 2014)
Endorsement Effective Date: 05101/ 2022
Policy No. 7014842824
Attachment Code: D587581 Master ID: 1491108, Certificate ID: 18734073 CNA

UTAH WAIVER OF SUBROGATION ENDORSEMENT
This endorsement applies only to the insurance provided by the policy because Utah is shown in Item 3.A. of the Information Page.

We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Our waiver of rights does not release your employees' rights against third parties and does not release our authority as trustee of claims against third parties.

Schedule
Any person or organization against whom you have agreed to waive such right of recovery in a written contract or agreement
All other terms and conditions of the policy remain unchanged. his endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date ( the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below.

Form No: WC 43 03 05 ( 07- 2000)
Endorsement Effective Date: 05/ 01/ 2022
Policy No. 70/ 4842824
Attachment Code: D587584 Master ID: 1491108, Certificate ID: 18734073 CNA
Policy No. 7014842810
Workers_Coznpensafi
This endorsement changes the policy to which it is attached.

It is agreed that Part One - Workers' Compensation Insurance G. Recovery From Others and Part Two - Employers' liability insurance H. Recovery From Others are amended by adding the following:

We will not enforce our right to recover against persons or organizations. ( This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) PREMIUM CHARGE - Refer to the Schedule of Operations
The charge will be an amount to which you and we agree that is a percentage of the total standard premium for California exposure. The amount is Blanket Waiver of 4-qb- gation Percentage Charge%.

All other terms and conditions of the policy remain unchanged.

Form No: G -19160- B ( 11- 1997) Policy No. 7014842810
Endorsement Effective Date: 505/01/ 2022
Attachment Code: D587579 Master ID: 1491108, Certificate ID: 18734073 Q3T110E • 0—C: SW ACTIO9010 CE TISC TE IOLDERS
It is understood and agreed that:

If notice is mailed, then proof of mailing to the last known mailing address of the Certificateholder on file with the Agent of Record will be sufficient to prove notice.

Any failure by us to notify such persons or organizations will not extend or invalidate such cancellation, or impose any liability or obligation upon us or the Agent of Record.

All other terms and conditions of the policy remain unchanged.

Form No: CC68021A ( 02- 2013) Policy No: 7014842824: 7014842910 Endorsement Effective Date: 05/ 01/ 22
CNA All Rights Reserved.

Attachment Code: D585737 Master ID: 1491108, Certificate ID: 18734073 Contractor' s Equipment Coverage
Coverage: Contractor's Equipment
Carrier: Continental Insurance Company
Effective: 5/ 1/ 22-5/ 1/ 23
Policy Number: 7014900785
Blanket Policy limit: $5, 511, 318
Limit Per Item: $ 500, 000
Blanket Short -Term Equipment Leased, Borrowed, or Rented From Others Limit: $ 500, 000 Per occurrence/ item
Agenda Item I

AGENDA STAFF REPORT
DATE: June 26, 2023
TO: Honorable Mayor and City Council
THRU: Jill R. Ingram, City Manager
FROM: Alexa Smittle, Community Development Director
SUBJECT: Amendment to the Professional Services Agreement with Complete Paperless Solutions
________________________________________________________________ SUMMARY OF REQUEST:

That the City Council adopt Resolution 7423 approving Amendment No. 2 to the Professional Services Agreement with Complete Paperless Solutions for document digitizing services, extending the term to end June 30, 2024.

BACKGROUND AND ANALYSIS:

On May 9, 2022, the City Council approved a Professional Services Agreement for Complete Paperless Solutions to provide digitalization services for hard copy plans associated with Community Development permitting processes, including some development related documents within Public Works’ Engineering Division. To date, thousands of pages, primarily large-format building plans collected over the course of more than a decade, have been scanned into the City's document management system, Laserfiche. While the significant backlog of documents has been digitized, more time is required to complete the effort, including digitization of more recent records.

This is the second amendment to the Professional Services Agreement.

Amendment No. 1 also extended the original timeline through June 30, 2023, and budgeted additional funds in Fiscal Year 2022-23. The proposed Amendment No. 2 extends the term of the contract through June 30, 2024. No increase in the original contract amount is being requested for this effort, and funds have been allocated in the adopted Fiscal Year 2023-24 Budget.

ENVIRONMENTAL IMPACT:

There is no environmental impact related to this item.

Page 2 ends

LEGAL ANALYSIS:

This item has been reviewed and approved as to form.

FINANCIAL IMPACT:

No change in contracted amount is requested. Adequate funding has been allocated for this effort in the 2023-24 Adopted 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 7423
B. Amendment No. 2 to the Professional Services Agreement with Complete Paperless Solutions
C. Amendment No. 1 to the Professional Services Agreement with Complete Paperless
D. Professional Services Agreement with Complete Paperless Solutions RESOLUTION 7423

A RESOLUTION OF THE SEAL BEACH CITY COUNCIL
APPROVING AND AUTHORIZING AMENDMENT NO. 2 TO

EXTEND THE TERM OF THE PROFESSIONAL SERVICES

AGREEMENT WITH COMPLETE PAPERLESS

SOLUTIONS, LLC FOR DOCUMENT DIGITIZING

SERVICES
WHEREAS, The City of Seal Beach (City) and Complete Paperless Solutions, LLC (Consultant) are parties to that certain Professional Services Agreement dated May 9, 2022 as amended by Amendment No. 1 dated January 9, 2023, for Document Digitization Services (collectively the “Agreement”); and,
WHEREAS, the Agreement provides for a contract term (Term) commencing May 9, 2022 and ending June 30, 2023, and payment up to the total not-to-exceed amount of $73,800, for services performed by Consultant in accordance with the Agreement; and WHEREAS, City and Consultant have determined that additional time is needed to complete the document digitizing project; and,
WHEREAS, Consultant is a highly qualified consulting firm, specializing digitization and document management and will serve the needs of the City; and, WHEREAS, City and Consultant wish to extend the Term of the Agreement to June 30, 2024, but without any change in compensation, as provided herein; and, WHEREAS, the project timeline has shifted, and a Budget Amendment will not be necessary complete payments on this Agreement in the current Fiscal Year.

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

Section 1. The City Council hereby approves to amend the Professional Services Agreement for Document Digitizing Services with Complete Paperless Solutions, LLC, as set forth in Exhibit “A”, attached hereto and incorporated herein by this reference as though set forth in full, extending the Term through June 30, 2024.

Section 2. The Council hereby directs the City Manager to execute Amendment No. 2 on behalf of the City.

PASSED, APPROVED and ADOPTED by the Seal Beach City Council at a regular meeting held on the 26th day of June, 2023 by the following vote:

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

Thomas Moore, 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 7423 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 26th day of June, 2023.

Gloria D. Harper, City Clerk

PROFESSIONAL SERVICES AGREEMENT
Amendment No. 2
for
Document Digitizing Services
Between
City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
&
Complete Paperless Solutions, LLC
5130 E. La Palma Ave, Suite 206
Anaheim, CA 92807
This Amendment No. 2, dated June 26, 2023, amends that certain agreement (Agreement) made as of May 9, 2022 and amended on January 9, 2023 by and between the City of Seal Beach (City), a California charter city, and Complete Paperless Solutions, LLC, (Consultant)
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RECITALS
A. City and Consultant are parties to the Agreement, pursuant to which Consultant provides document digitizing services for the Community Development Department.

B. City and Consultant wish to amend the Agreement for Consultant to continue providing such services through the end of fiscal year 2023-2024.

AMENDMENT NO. 2
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 May 9,
2022 and shall remain in full force and effect until June 30, 2024, unless sooner terminated as provided in
Section 5.0 of this Agreement.

Section 2.

1.0 through 35.0 inclusive, of the Agreement are hereby modified to include the this Amendment No. 2, dated June 26, 2023, as if all of those terms are fully set forth therein.

Section 3. Except as expressly modified or supplemented by this Amendment No. 2, all other provisions of the Agreement shall remain unaltered and in full force and effect.

Section 4. The person executing this Amendment No. 2 on behalf of Consultant warrants that he or she is fully authorized to execute this Amendment No. 2 on behalf of said Party, and that by his or her execution, Consultant is formally bound to the provisions of this Amendment No. 2.

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:_________________________
Nicholas Ghirelli, City Attorney
CONSULTANT: Complete Paperless
Solutions, LLC, a California limited
liability company
By: __________________________
Name: _________________________
Its: __________________________
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.)
Claude Schott
CFO

PROFESSIONAL SERVICES AGREEMENT
Amendment No. 1
for
Document Digitizing Services
Between
City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
E:a
Complete Paperless Solutions, LLC
5130 E. La Palma Ave, Suite 206
Anaheim, CA 92807
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 Complete Paperless Solutions, LLC, ( Consultant), a California Limited Liability Company ( collectively, " the Parties").

RECITALS
A. City and Consultant are parties to the Agreement, pursuant to which Consultant provides document digitizing services for the Community Development Department.

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 May 9,
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.
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CITY OF SEAL BEACH
0 La
Approved as to Form
By:

Steele, City Attorney
CONSULTANT: Complete Paperless
Solutions, LLC, a California limited
liability company
By:

Name: Claude Schott
Its: CFO
By:

0.1 Name: Joseph Mempin
Its: V.P.

Please note, two signatures required for
corporations pursuant to California
Corporations Code Section 393 from
each of the following categories: ( i) the
chairperson ofthe 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.)

PROFESSIONAL SERVICES AGREEMENT
for
Document Digitizing Services
between
City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
9 Complete Paperless Solutions, LLC
5130 E. La Palma Avenue, Suite 206
Anaheim, CA 92807
866) 661- 2425
This Professional Service Agreement ("the Agreement") is made as of May 9, 2022 (the Effective Date"), by and between Complete Paperless Solutions, LLC (" Consultant"), a California limited liability company, and the City of Seal Beach (" City"), a California charter city, ( collectively, " the Parties").

RECITALS
A. City desires certain professional document digitizing services.

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

C. Consultant represents that the principal members of its firm are qualified document imaging professionals and are fully qualified to perform the digital transformation 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. 3. In performing this Agreement, Consultant shall comply with all applicable provisions of federal, state, and local law.

1. 4. As a material inducement to City to enter into this Agreement, Consultant hereby represents that it has the experience necessary to undertake the Services to be provided. In light of such status and experience, Consultant hereby covenants that it shall follow the customary professional standards in performing all Services. The City relies upon the skill of Consultant, and Consultant' s staff, if any, to do and perform the Services in a skillful, competent, and professional manner,. and Consultant and Consultant' s staff, shall perform the Services in such manner. Consultant shall, at all times, meet or exceed any and all applicable professional standards of care. The acceptance of Consultant' s 2of19
work by the City shall not operate as a release of Consultant from such standard of care and workmanship.

2. 0 Term

2. 1. The term of this Agreement shall commence on May 9, 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 service quote 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 $ 73, 800 ( Seventy -Three Thousand, eight hundred dollars) for the Term.

4. 0 Method of Payment

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

6. 0 Party Representatives

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

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

7. 0 Notices

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

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

7. 2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.
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8. 0 Permits and Licenses
Consultant and all of Consultant' s employees and other personnel shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of the Services under this Agreement, including a business license as required by the Seal Beach Municipal Code.

9. 0 Independent Contractor

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

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

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

Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, other 5of19
retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, State, or federal policy, rule, regulation, statute or ordinance to the contrary, Consultant and any of its officers, employees, agents, and subcontractors providing any of the Services under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System (" PERS") as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits.

9.4. Consultant shall indemnify and hold harmless City and its elected 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 6of19
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 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 fifes, 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. 7of19
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.

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
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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 purported assignment or delegation in violation of this Section shall be void and without effect, and shall entitle City to terminate this Agreement. As used in this Section, " assignment" and " delegation" means any sale, gift, pledge, hypothecation, encumbrance or other transfer of all or any portion of the rights, obligations, or liabilities in or arising from this Agreement to any person or entity, whether by operation of law or otherwise, and regardless of the legal form of the transaction in which the attempted transfer occurs.

15. 0 Inspection and Audit of Records
Consultant shall maintain complete and accurate records with respect to all Services and other matters covered under this Agreement, including but expressly not limited to, all Services performed, salaries, wages, invoices, time cards, cost control sheets, costs, expenses, receipts and other records with respect to this Agreement. Consultant shall maintain adequate records on the Services provided in sufficient detail to permit an evaluation of all Services in connection therewith. All such records shall be clearly identified and readily accessible. At all times during regular business hours, Consultant shall provide City with free access to such records, and the right to examine and audit the same and to make copies and transcripts as City deems necessary, and shall allow inspection of all program data, information, documents, proceedings and activities and all other matters related to the performance of the Services under this Agreement. Consultant shall retain all financial and program service records and all other records related to the Services and performance of this Agreement for at least three ( 3) years after expiration, termination or final payment under this Agreement, whichever occurs later. City' s rights under this Section 15. 0 shall survive for three ( 3) years after expiration, termination or final payment under this Agreement, whichever occurs later.

16. 0 Safety Requirements
All work performed under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards outlined by CAL OSHA and other applicable state and federal laws. City may issue restraint or cease and desist orders to Consultant when unsafe or harmful acts are observed or reported relative to the performance of the Services.

17.0 Insurance

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

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

17. 2. 1. Commercial General Liability Insurance: Consultant shall maintain limits no less than $ 2,000,000 per occurrence for bodily injury, personal injury and property damage; and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/ location or the general aggregate limit shall be twice the required occurrence limit: Coverage shall be at least as broad as the latest version of Insurance Services Office Commercial General Liability coverage ( occurrence form CG 0001). if Consultant is a limited liability company, the commercial general liability coverage shall be amended so that Consultant and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds;

17.2.2. Automobile Liability Insurance: Consultant shall maintain limits no less than $ 1, 000,000 per accident for bodily injury and property damage. Coverage shall be at least as broad as Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 ( any auto)..

17. 2. 3. Workers' Compensation Insurance in the amount required by law; and Employer' s Liability: $ 1, 000,000 per accident and in the aggregate for bodily injury or disease;

17. 2. 4. Professional Liability ( or Errors and Omissions) Liability. , 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.

17.4.3. 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. 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. 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.

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 13 of 19
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, 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 Damages 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 Claims or 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 Equal Employment Opportunity
Consultant affirmatively represents that it is an equal opportunity employer. In the performance of this Agreement, Consultant shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, gender, sexual orientation, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, or any other basis prohibited by law. Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation, or any other basis prohibited by law. 14 of 19

22. 0 Entire Agreement
This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both Parties.

23. 0 Severability
The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement.

24. 0 Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Any dispute that arises under or relates to this Agreement ( whether contract, tort or both) shall be resolved in a superior court with geographic jurisdiction over the City of Seal Beach.

25. 0 No Third Party Beneficiaries
This Agreement is made solely for the benefit of the Parties to this Agreement and their respective successors and assigns, and no other person or entity shall be deemed to have any rights hereunder against either party by virtue of this Agreement.

26. 0 Waiver
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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. 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.

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 16 of 19
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
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.

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 17 of 19
construed to limit or deprive a Party of the benefits of any grace or use period allowed in this Agreement.

33. 0 Attorneys' Fees
If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attorneys' fees and other costs incurred in connection therewith.

CITY OF SEAL BEACH
Attest:

Approved as to Form:

By:
raig A. Steele, City Attorney
CONSULTANT: Complete Paperless
Solutions, LLC, a California limited
liability company
By: C/ I k2--
Name: Joseph Mempin
Its: ' rofessional Services Group
By: L'e..d<lzl&
Name: Claude Schott
Its: CFO
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.)
19 of 19

EXHIBIT A
Consultant' s Proposal
cps
Complete Paperless
Solutions
Quote

ADDRESS
Alexa Smittle
City of Seal Beach
211 Eighth Street
Seal Beach, CA 90740 USA
Complete Paperless Solutions
5130 E La Palma Av. Ste 206
Anaheim, CA 92807
866) 661- 2425
cschott@cps247. com
QUOTE # 2400
DATE 04/ 01/ 2022

DATE ACTIVITY QTY RATE AMOUNT
Document Scanning Services Flat Rate
Project Quote Scope of Work: Office Project
Misc Rolled Plans + ( 4) Large Boxes Plans
50 Rolls of 25 ea) + ( 6) File Transfer Boxes
10" H x 12" W x 16" D) Qa 50% Large Format
containing an estimated 10, 800 Large, 3, 000
Small records stapled every 3- 5 pages.
totaling an estimated 13, 800 images
Scanning Svs 1 100. 00 100. 00
Records Pickup Freight Service - per
Scanning Svs 15 20. 00 300. 00
Engineering Records Boxing Service
Remove Records From Client File Cabinet
Shelf Floor etc Manifest and MAP Box
12wX12hx36L)
Scanning Svs 18, 800 0. 10 1, 880. 00
Standard Document Preparation ( Remove
folder tabs ,post -its, staples, unfold, tape etc.)
Scanning Svs 3, 000 0. 10 300. 00
Document Scanning Service Standard Letter
Size 8. 5X11 Paper ( High Resolution Bi -Tonal
30ODP1 duplex)
Scanning Svs 15, 800 0. 95 15, 010. 00
Scanning Service Large Format Paper ( High
Resolution Bi -Tonal 30ODPI duplex)
Scanning Svs 3, 000 0. 05 150. 00
Per Image Small Format Advance Scanner
Setting
Scanning Svs 100 0. 05 5. 00
Record Segmenting: Split and create
electronic file by Plan File Folder
Scanning Svs 15, 800 0. 05 790. 00
Quality Control Service ( Human review of
each image to ensure optimal quality and
Tax ID: 27-09265511 Please Make Checks Payable to: Complete Paperless Solutions I Please Make Checks Payable to: Complete Paperless Solutions

DATE ACTIVITY QTY
legibility re-scan as needed)
Scanning Svs 15, 800
Electronic Image Enhancement ( enhance
every document irrespective of color, size,
contrast, to increase consistent, high quality
images.)
Scanning Svs 100
Index Name Each Plan File (<= 2 indexing
fields example: " Street Number Name. pdf" or
PROJ - Project Name Number.pdf" from Title
Block)
Scanning Svs 1
Laserfiche ingestion - per
Scope of Work ( Not Included unless specified): * Shredding, Retrieval SUBTOTAL Services, return -delivery, Re -file, Storage after complete 30 Days = $ 1 DISCOUNT 15% box per month -'" heavy staples, poor quality paper etc. increase level TAX of effort add cost a representative 1 box sample is required to lock- TOTAL price quoted.

Please allow at a minimum a plus10% increase of the quote based of the estimate.

Accepted By Accepted Date

RATE AMOUNT

0. 01 158. 00

0. 05 5.00
450. 00 450. 00
19, 148. 00
2, 872. 20

0. 00
16, 275. 80
Tax ID: 27-09265511 Please Make Checks Payable to: Complete Paperless Solutions I Please Make Checks Payable to: Complete Paperless Solutions
cps
Complete Paperless
Solutions
Quote

DATE ACTIVITY QTY RATE AMOUNT
Document Scanning Services Flat Rate
Project Quote Scope of Work: Offsite
Container
14) Bags Plans ( 26 Rolls of 25 ea) + ( 4)
Large Boxes Plans ( 50 Rolls of 25 ea) + ( 9)
File Transfer Boxes ( 10" H x 12" W x 16" D)
@50% Large Format containing an estimated
44, 000 Large, 35, 000 Small records stapled
every 3- 5 pages. totaling an estimated
79, 0000 images
Scanning Svs 1 100. 00 100. 00
Records Pickup Freight Service - per
Scanning Svs 30 20. 00 600. 00
Engineering Records Boxing Service
Remove Records From Client File Cabinet
Shelf Floor etc Manifest and MAP Box
12wX12hx36L)
Scanning Svs 79, 000 0. 07 5, 530. 00
Document Preparation ( Remove folder
tabs, post- its, staples, unfold, tape etc.)
Scanning Svs 35, 000 0. 10 3, 500. 00
Document Scanning Service Standard Letter
Size 8.5X11 Paper ( High Resolution Bi -Tonal
30ODP1 duplex)
Scanning Svs 44, 000 0. 80 35, 200. 00
Document Scanning Service Large Format
Paper ( High Resolution Bi -Tonal 30ODPI
duplex)
Scanning Svs 79, 000 0. 025 1, 975. 00
Per Image Small Format Advance Scanner
Setting
Scanning Svs 500 0. 05 25. 00
Record Segmentting: Split and create
Tax ID: 27-09265511 Please Make Checks Payable to: Complete Paperless Solutions I Please Make Checks Payable to: Complete Paperless Solutions
Complete Paperless
cps I
Solutions
City of Seal Beach
Public Works
Document Imaging Services Proposal
April 2022
Project Approach
This proposal serves as documentation of the work to be performed by Complete Paperless Solutions CPS) to assist the City of Seal Beach' s Planning Department in the implementation and execution of scanning their large format Mylars.

Project Objectives:

Scan the Public Works Department' s large format drawings/ plans Provide quality imaged documents, titled, indexed, and organized in Laserfiche Return Mylar Maps back in the hanging container order
Project Scope:

Scan the Mylars
Prep work will be done for the removal of staples
The files will be titled: TBD
Six template fields: Project Title, Project Number, Plan Type, Location, Date and Designer Estimated volume: 7, 000
Methodology:

CPS will take custody of the plans
The plans will be scanned in high resolution grayscale or color Standard quality control will be performed
Deliverables:

Output will be in TIFF format
Scanned images will be delivered upon the completion of each batch Invoices will be prepared for payment upon delivery of each batch Ingestion into Laserfiche will be performed by CPS
Pricing
Boxing: $ 20 per box ( around 30)
Plans: $ 0. 95 per map
Pick up/ Delivery: $ 100. 00 per trip
Prep: $ 0. 1 per map
Indexing: 2 first are included - $ 0. 1 per additional index Ingestion: $ 450. 00 per
Approval
City of Seal Beach and Complete Paperless Solutions agree to commit the resources of each organization necessary to assure the successful completion of the scanning project. Complete Paperless Solutions acknowledges that all confidential information disclosed by the City of Seal Beach will be held in strict confidence.

City of Seal Beach
Name:

Title:

Date:

Signature:

Complete Paperless Solutions
Name:

Title:

Date:

Signature:

Complete Paperless Solutions City of Seal Beach - Scanning Project

EXHIBIT B

TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS

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.

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.

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.

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.