Agenda packet, first session — Seal Beach City Council, April 28, 2025

A G E N D A

MEETING OF THE CITY COUNCIL
Monday, April 28, 2025 ~ 7:00 PM
City Council Chambers
211 Eighth Street
Seal Beach, California

LISA LANDAU
MAYOR
Third District

NATHAN STEELE
MAYOR PRO TEM
Fifth District

JOE KALMICK
COUNCIL MEMBER
First District

BEN WONG
COUNCIL MEMBER
Second District

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

City Council meetings are broadcast live on Seal Beach TV-3 and on the City's website (www.sealbeachca.gov). Check SBTV-3 schedule for the rebroadcast of meetings. The meetings are also available on demand on the City’s website (starting 2012).

In compliance with the Americans with Disabilities Act of 1990, if you require disability related modifications or accommodations, including auxiliary aids or services to attend or participate in the City Council meeting, please call the City Clerk's office at (562) 431-2527 at least 48 hours prior to the meeting.

CALL TO ORDER

PLEDGE OF ALLEGIANCE

COUNCIL ROLL CALL

PRESENTATIONS / RECOGNITIONS
• 56 Annual Professional Municipal Clerks Week Proclamation – May 4-10, 2025
• Sexual Assault Awareness Month (SAAM) Proclamation – April 2025 • Neighbor 4 Neighbor Video Presentation
• Seal Beach Community Television – SBTV-3 Presentation

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

Those members of the public wishing to speak are asked to come forward to the microphone and state their name for the record. All speakers will be limited to a period of five (5) minutes. Speakers must address their comments only to the Mayor and entire City Council, and not to any individual, member of the staff or audience. Any documents for review should be presented to the City Clerk for distribution. Speaker cards will be available at the Clerk’s desk for those wishing to sign up to address the Council, although the submission of a speaker card is not required in order to address the Council.

Emailed Comment from JO8N
Supplemental Communications from Council Member Senecal 1 Supplemental Communications from Council Member Senecal 2

APPROVAL OF AGENDA & WAIVER OF FULL READING OF RESOLUTIONS

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

CITY ATTORNEY REPORT Nicholas Ghirelli, City Attorney
CITY MANAGER REPORT Patrick Gallegos, Interim City Manager

COUNCIL COMMENTS
General Council Member comments and reporting pursuant to AB 1234. th
COUNCIL ITEMS – None

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

A. Approval of the City Council Minutes - That the City Council approve the minutes of the Closed Session and Regular City Council meetings held on April 14, 2025.

B. Demand on City Treasury (Fiscal Year 2025) - Ratification.

C. Monthly Investment Report (April 28, 2025) - Receive and file.

D. Report of Interim City Manager and Department Heads Authorized Contracts - That the City Council receive and file the report.

E. Approving and Authorizing the Amended and Restated Professional Maintenance Services Agreement to RPW Services, Inc., for Gopher and Pest Control Services - That the City Council adopt Resolution 7634: 1.

Awarding an Amended and Restated Professional Maintenance Services Agreement to RPW Services, Inc., for a one-year term, in a total not-toexceed amount of $55,000, and to provide gopher and pest control services at designated City buildings and parks, pursuant to the RPW Services, Inc. proposal dated February 3, 2025; and, 2. Authorizing the Interim City Manager to extend the original term by up to three one-year extensions for the not-toexceed amount of $55,000 for each extension; and, 3. Providing that upon its effective date, the Amended and Restated Agreement supersedes the previous Agreement with RPW Services, Inc., dated August 26, 2022, and Extensions One and Two, that are set to terminate on August 26, 2025; and,

4. Authorizing and directing the Interim City Manager to execute the Agreement; and, 5. Rejecting all other proposals.

F. Approving and Authorizing the Second Amendment to the Waste Disposal Agreement - That the City Council adopt Resolution 7635: 1.

Approving the Second Amendment to the Waste Disposal Agreement between the County of Orange and the City of Seal Beach to extend the term to June 30, 2026 and establish new contract rates; and, 2. Authorizing and directing the Interim City Manager to execute the Amendment.

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

ADJOURNMENT
Adjourn the City Council to Monday, May 12, 2025 at 5:30 p.m. to meet in closed session, if deemed necessary.

CITY COUNCIL NORMS:

Adopted on June 12, 2023
• Maintain a citywide perspective, while being mindful of our districts. • Move from I to we, and from campaigning to governing. • Work together as a body, modeling teamwork and civility for our community. • Assume good intent.
• Disagree agreeably and professionally.
• Utilize long range plans to provide big picture context that is realistic and achievable. • Stay focused on the topic at hand. Ensure each member of Council has an opportunity to speak.
• Demonstrate respect, consideration, and courtesy to all. • Share information and avoid surprises.
• Keep confidential things confidential.
• Respect the Council/Manager form of government and the roles of each party. • Communicate concerns about staff to the City Manager; do not criticize staff in public.

CIVILITY PRINCIPLES:

Treat everyone courteously;
Listen to others respectfully;
Exercise self-control;
Give open-minded consideration to all viewpoints;
Focus on the issues and avoid personalizing debate; and, Embrace respectful disagreement and dissent as democratic rights, inherent components of an inclusive public process, and tools for forging sound decisions.

@CITYOFSEALBEACH @CITYOFSEALBEACHCA @SEALBEACHCITYCA @SEALBEACHRECREATION&COMMUNITYSERVICES @SEALBEACH_LIFEGUARD @SEALBEACHPOLICEDEPARTMENT @SEALBEACHPOLICE @SEALBEACHPUBLICWORKS
@K9YOSA
@K9.SAURUS

Seal Beach Cable
Communications Foundation
Proposed Simplified Budget
For Fiscal Year 2025-26
April 21, 2025
Proposed Annual Operational
Budget includes a PEG
Manager
Good Budget vs.Better Budget vs. Best Budget
PEG Manager
Costs: $30,812
Labor Costs=
$55,680
Non-Labor
Costs=$23,508
TOTAL: $110,000
PEG Manager
Costs= $85, 812
Labor Costs=
$55,680
Non Labor Costs=
$23,508
TOTAL= $165,000
PEG Manager Costs=
$40,812
Labor Costs=
$55,680
Non Labor Costs=
$23,508
TOTAL= $120,000
Good
● Government
Meeting
Coverage
● Digital Media
Better
● Government
Meeting
Coverage
● Digital Media
● Editing
● Teach Classes
● Oversees Studio
Shoots
● Oversee Truck
Shoots
Best
● Government
Meeting Coverage
● Digital Media
● Editing
● Teach Classes
● Oversees Studio
Shoots
● Fundraising
● Social Media
● Community
Outreach
Scenario PEG Manager Responsibilities
Labor Costs
- PEG Manager
- Zaida Davis
- Matt Hoban
- Tim Stansbury
Labor Costs
Per agreement with the board
$30/hour for Matt Hoban, Zaida
Davis and Tim Stansbury
Non- Labor Costs
- Tax Accountant - Non
Profit Filing
- Office Supplies - Playback Server
- Postage/Shipping - Payroll Service
- Telephone - Mobile Studio
- Internet -Insurance
- -Cable Drops
- Memberships
Matt Hoban Responsibilities
- Chief Engineer and IT Expert
- Director of City Meetings and Staffing
- Studio supervisor during studio shoots to verify proper operation of equipment
- Location Camera Operator
- Video Editor
- Attends SBCCF board meetings & delivers report status on equipment
- Make recommendations on equipment repair & acquisitions Zaida Davis Responsibilities
- Administrative Assistant/ Programmer
- Budgeting for Government Meeting Coverage, Tax Preparation, Office Supplies, Shipping, Internet, Phone, Cable Drops, Memberships, Insurance, Non-profit filing, Public Access Services, Production Equipment, Payroll Service, & Mobile Studio
- Programming Playback System for city channel and streaming services
- Attends SBCCF board meetings, records & Dictates meeting minutes, provides expense reports, and creates agenda
Tim Stansbury Responsibilities
- City Council Crew
- Producer, Director, and Editor
- Camera Operator
Questions?
Thank you!
Contact us:

Seal Beach Cable Communications Foundation
201 8th Street Ste. 200
Seal Beach, CA 90740
[email protected]
1 SBTV-CMAC Transformation: Phase One
Good evening, Mayor, City Council members, and community members. Thank you for the opportunity to present our vision of transforming SBTV into a Community Media Access Collaborative (CMAC).

I'm Jim Quinlan - a volunteer producer at SBTV-3 and a CMAC advocate. The Seal Beach Cable Communications Foundation unanimously voted on April 17th to move forward with a Capital Improvement budget proposal. This would be included in the City's 2025-2026 fiscal year budget to implement the CMAC model for our community. I also represent the Seal Beach Lions Club, whose board and over 21 committee members support SBTV as a community service project.

The City of Seal Beach faces a critical communications challenge. Cable franchise fees and subscriptions are declining, while our ability to produce programs, share local stories, document our history, and provide emergency communications has diminished due to equipment and staffing shortages.

Meanwhile, even the Sun Newspaper has reduced its circulation in Seal Beach and no longer maintains a presence on Main Street. This creates an unprecedented gap in our community's information ecosystem.

The traditional PEG channel model at SBTV is in critical need of upgraded broadcast quality equipment to continue and interface with current systems:
• Cable franchise fees continue to decrease as cord-cutting accelerates for individual streaming services like Disney+, Paramount+, YouTube Premium, and Roku to name a few
• Spectrum reports a 15% subscriber decline in Leisure World alone 2 • Our studio equipment is aging and requires constant maintenance to keep up with modern broadcast standards
• SBTV lacks both structured management and a clear succession plan for station leadership
Without action, we risk losing a vital community resource that has served Seal Beach for decades.

The Community Media Access Collaborative model offers proven solutions through:
• Professional management to ensure consistent operations • Modern infrastructure enabling multi-platform distribution • Sustainable funding secured via a new 501(c)(3) organization with diversified revenue streams
• Community engagement through training and volunteer opportunities This model has succeeded in numerous communities within the State of California, including Fresno, Long Beach, Los Angeles, Pasadena, and Santa Barbara, to name a few. In addition to studio equipment upgrades, the CMAC model represents a renaissance that will honor SBTV's legacy while ensuring its future success for the benefit of the entire Seal Beach Community.

The Seal Beach Cable Communications Foundation is requesting City Council to approve and implement Phase One of this Capital Expense Budget Proposal presented here with two critical priorities:

First, hiring a SBTV Station Manager. This position will be the cornerstone of our transformation by:
• Guiding our technical transition and training programs to boost community involvement
• Building local partnerships
3 • Recruiting and managing volunteers
• Creating sustainable programming
• Overseeing finances responsibly
• Providing regular updates to stakeholders
The second critical priority is modernizing our studio equipment to:
• Upgrade essential broadcast systems
• Install better lighting
• Improve audio quality
• Create basic streaming capabilities
These foundational elements will enable all subsequent phases of SBTV’s transformation to a CMAC.

The total required investment for Phase One is approximately $250,079, itemized below:
• Professional leadership and administration: $85,500
• Studio equipment -PreTax: $229,958
• Sales tax : $20,121
• Installation: $12,912
• Total Capital Expenditure $250,079
Initial funding will utilize:
• Available PEG fees
• Remaining funding through Cable Franchise Fees and
community support
The Foundation is eager to partner with the City Council to gain a clear understanding of the distribution of PEG and Franchise Fees to the City's General Fund. PEG and Franchise Fees were established to compensate communities when cable companies use public rights-of-way and to support local 4 media centers. We recognize these are valuable municipal resources and propose working collaboratively with the Council to explore allocating a portion of these fees for the CMAC Phase One capital improvements. This approach aligns with the original purpose of these fees, which were created to fund and maintain community media infrastructure.

This investment, outlined in Phase One, provides initial and long-term sustainability through diversified revenue streams, potentially transforming SBTV-CMAC into a revenue-generating asset with a projected annual income reaching $390,000 by Year 3. The convergence of available resources, community support, and pressing needs creates a unique opportunity. By approving Phase One implementation, the City of Seal Beach will help preserve and enhance vital community communications, create sustainable operations, and ensure emergency preparedness.

The Seal Beach Cable Communications Foundation stands ready to partner with the Seal Beach City Council in this vital transformation. We respectfully request your approval to move forward with Phase One: hiring a Station Manager and upgrading studio equipment.

Thank you for your consideration. I am happy to answer any questions.

13. Budget Index
Capital Expense Budget Proposal
The following budget index is broken into phases for the transformation of SBTV into a Community Media Access Collaborative (CMAC). This comprehensive financial plan aligns with our implementation strategy and ensures responsible stewardship of resources.

PHASE ONE: Foundation Building (Months 1-4)
Establishing the foundation for sustainable operations
Professional Leadership & Administration
GL Code Item Description Amount
21002 Station Manager (Annual Salary) $85,000
23020 Non-Profit Filing Fees (501(c)(3) formation) $500 Subtotal: Professional Leadership $85,500
Studio Floor Equipment
GL
Code
Brand Model Price Units Total
24205 Sony HDC-3170 HD Digital Triax $24,000.00 3 $72,000.00 24205 Sony
1/2" Triax Cable Assembly
(330')
$1,055.95 3 $3,167.85
24205 Sony
HDVF-EL760 7.4" HD Color
OLED
$9,899.00 3 $29,697.00
24205 Telex/RTS
TR-800 2-Channel UHF
Wireless
$1,884.00 3 $5,652.00
24205 Telex/RTS HR-1R5 Single-Muff $299.00 3 $897.00
24205 Fujinon XA20sx8.5BERM-K3 ENG $5,695.00 3 $17,085.00 24205 Fujinon MS-01 $1,695.00 3 $5,085.00
24205 Sony VCT-14 Quick Release $369.95 3 $1,109.85
24205 Miller SkyX 8 Fluid Head (Kit) $12,604.00 3 $37,812.00 24205 Miller HD 1-Stage Alloy Tripod (Kit) Included - Included 24205 Miller Mid-Level Spreader, Dolly (Kit) Included - Included 24205 Autocue
Master Series 20" SDI
Prompter Kit
$6,441.00 3 $19,323.00
Subtotal: Studio Floor
Equipment
$191,828.70
5 GL
Code
Brand Model Price Units Total
24205 Blackmagic
ATEM 2 M/E Constellation
HD Live
$1,695.00 1 $1,695.00
24205 Blackmagic ATEM 2 M/E Advanced Panel $6,159.00 1 $6,159.00 24205 Sony
MSU-3500 Master Camera
Remote
$13,080.00 3 $39,240.00
24205 Sony HDCU-3170 HD Digital Triax $13,965.00 3 $41,895.00 24205 Blackmagic
Videohub 20x20 12G ZeroLatency
$2,395.00 1 $2,395.00
24205 Blackmagic
Teranex Mini SDI 12G
Distribution
$545.00 1 $545.00
24205 Blackmagic GPI & Tally Interface $495.00 1 $495.00 24205 Blackmagic HyperDeck Extreme 4k HDR $2,995.00 1 $2,995.00 24205 Sony
BRAVIA XR X90L 55" 4K HDR
Smart LED
$1,148.00 1 $1,148.00
24205 Ikegami
ULE-702 HDR Dual 7"
Rackmount
$1,573.75 2 $3,147.50
24205 Sony
PVM-X1800 4K HDR
Trimaster
$8,499.00 1 $8,499.00
24205 Telex/RTS
RadioCom BTR-800 UHF
Base
$5,882.00 1 $5,882.00
24205 Telex/RTS HR-1R5 Single-Muff $299.00 1 $299.00
24205 Blackmagic HyperDeck Extreme 4k HDR $2,995.00 1 $2,995.00 24205 Crucial
2TB MX500 2.5" Internal

SATA SSD
$199.99 8 $1,599.92
24205 Laird
4794R-B-B 12G-SDI/4K-UHD
BNC (15')
$65.95 40 $2,638.00
24205 Kramer
CA-HM15 High-Speed
Active (15')
$49.60 10 $496.00
24205 Blackmagic
Micro Bidirectional
SDI/HDMI 3G
$79.00 6 $474.00
24205 Blackmagic MultiDock 10G $615.00 2 $1,230.00
Subtotal: Studio Control
Room Equipment
$123,827.42
Studio Control Room Equipment
6 Computer and Production Systems
GL
Code
Brand Model Price Units Total
24205 HP
16" Zbook Power G11
Workstation
$1,999.00 1 $1,999.00
24205 Netgear
MS108EUP 8-Port PoE+/PoE++
Compliant
$349.99 1 $349.99
24205
Tera
Grand
Cat 7 Double-Shielded 10Gb
(25')
$15.99 15 $239.85
Subtotal: Computer and
Production Systems
$2,588.84
Audio Production Systems
GL
Code
Brand Model Price Units Total
24205 Tascam
Sonicview 24XP 44-channel
Mixer
$6,999.00 1 $6,999.00
24205 Drawmer
DL441 Quad Auto Compressor
and Limiter
$1,399.00 2 $2,798.00
24205 Apple 11" iPad Pro M4 Chip $999.00 1 $999.00
24205 Yamaha MSP3A Powered Speaker $219.99 2 $439.98
24205 Tascam SB-16D 16x16 Dante Stage Box $2,384.99 1 $2,384.99 24205 Marshall
AR-DM61-BT-64DT with Dante
Module
$3,826.16 1 $3,826.16
24205 Sony MDR-7506 Headphones $99.99 2 $199.98
24205 Blackmagic ATEM Microphone Converter $395.00 1 $395.00 Subtotal: Audio Production
Systems
$18,042.11
7 GL Code Item Description Amount
23012 Control Room Installation (6 bays @ $1,527 per bay) $9,162.00 23012 Camera Installation (3 cameras @ $1,250 per camera) $3,750.00 Subtotal: Installation Services $12,912.00
Digital Infrastructure
8

!
"#$
%"#$&'()*+,-
./)
012#12324
4563
7/
89:
;<=
>?
%9:;<=>?&:,?@,?ABA?*CD-E
@FC,
%@FC,&:,?@,?ABA?*CD-E
<)G&:,?@,?ABAB?+@,(*(C
%<)G&:,?@,?ABAB?+@,(*(C-E
H<:?
H?)F?
%HH?)F?&:,?@,?ABA?*CD-E
$?B?)
I,,,
%$I,,,&:,?@,?ABA?*CD-E
",
J?+<A
%K?+<A&:,?@,?ABA?*CD-E
L,)
M)C
%@N)C&:,?@,?ABA?*CD-E
7?=
I,),A?
%':,),A?&:,?@,?ABA?*CD-E
7?(<A
O?,C:
%7O?,C:&:,?@,?ABA?*CD-E
)CB<(,<&(NC?N*A+
%)CB<(,<&(NC?N*A+-E
/<AB?,
>,)F,(:)
%/>,)F,(:)&:,?@,?ABA?*CD-E
",
L?<,=
%"L?<,=&:,?@,?ABA?*CD-E
O(<?
>?(',(
%CB?(',(&:,?@,?ABA?*CD-E
9,P?
I+<,
%9I+<,&:,?@,?ABA?*CD-E
L?(@?(?
9(,)?F
%@?(,)?F&:,?@,?ABA?*CD-E
Q(<:

H,,
%<,,&:,?@,?ABA?*CD-E
R<+
J,:,=
%RJ,:,=&:,?@,?ABA?*CD-E
IB?)
R,+',
%IR,+',&:,?@,?ABA?*CD-E
S,@
/?AB,)
%S/?AB,)&:,?@,?ABA?*CD-E
L(?)F)
S,;(<:A<
%LS,;(<:A<&:,?@,?ABA?*CDQ
T,U,:
R(<@?
H,F
S(+
;<(A,:
',)
R
7@<A
7?(<A<'?<)
9
H:
;,((<:

M,?)F:

TV5
"<)
/,,<)C
G
B,
V)D<()+,)?
W?<=
;)(
L?(F
X
T,A(,?<)
X
7?(:
;++<::<)
YZZ[\]^^___`abcYadefegh\eiZY_d\Z`ebg^jklm^kn^jl^\acbdopoaZiba^ YZZ[\]^^___`Zeqgra`faqo^
YZZ[\]^^d\cYefab\Ys[`ebg^ceqZdqZ^tZumblgvvb^tZumblgvvb`[ow YZZ[\]^^dq`_sxs[dosa`ebg^_sxs^yYsqsgcYsqsz
Q
MF
H<,
R
>,?(
RB,
R(,
R(<@?
T,<C<)
I(=
{(+
RB,
H<),?C,
G
RB,
7,',
G
RB<:

H?)F*
>N,D,(|
Q
S
$
M?)
R
R?,
S?(?
9:

Q
S
$
L,<,D,
Q
Q:
9 $,A,::<=
9AA(F<)C
R
RB,
R(<@?
I(=
}Q
;F
L,
M()C~
9)F
RP<A<=
Q:

I
><CB*
Q:

RB,(,
9 I',A<G<A
9:',A
G
RB,
I(=
RB?
QF,)<G<,:

S?(?
9:

RB,
)=
M?=
R
RB,
I'<(<
S,:'<,
;B(<:<?)<=:
9(A<:
;)<?
><:(=
Q)
RB<:

H?)F|
7,?:,
;):<F,(
RB,
T,?
{,:B
9)F
LF
G
",::
;B(<:
MB<AB
;?)
9:
L,
O(N)
)
RB<:

H?)F*
M,
;F
9:
RB,
$?<D,
9+,(<A?)
;B(AB
9)F
I?)
S?<+,
{(
9 ;):?<)
Q)
(F,(
R
Q),C(?,
V?AB
B,(:

L,<,G:*
9A<D,=
O<)C
RB(CB
RB,
7(A,::

G
Q),C(?<)C
V?AB
B,(:

L,<,G:

M<B
T,?AB<)C
)+D?@,
{<)?<?<)
Q:

V)CB
{(
/,*
RB?
O,:
{(
9
T,<C<):
7(?A<A,F
Q)
RB<:

H?)F*

{(?)A<:
@(<,G=
N,?(<)C
?
G
Q)F<C,):

B,?FF(,::

YZZ[\]^^a[qd_\`ce^abZscfd^[e[dpwbaqcs\pcaqaoapbdfsgseqpa vlvnuvuwuclcuwvwlnkkjm
SN)N)
I?)?
9)?
9(
M?
YZZ[\]^^oZ\aabZ_afx`ebg^
I?)G(F
;(,?<D<=
VP',(5
RB<:

I<+',
IB<G
N<
63P
(
9Q
;(,?<D<=",(,+=
,=

¡¢
£¤
¥¤¦
§

¨©¢

ª
«
¬¢¤
¤¢©¢
«
® ¯
¤ ¤¯°±²±³²´£²¤¢§µ¤²¶¤· ¸

!"#$%
&
'(
)

!*
$

!+
!,-

!,#.#
/

*!.#+!

!"#$%0
)1

2#
/
'!2#1#2'
'& *$-

%#*
,-'#$'''3.2!.
'#+$
'3%-.!'
'&
!-
$&/(
)

#$"

!"#$%
&
'
4-.+

!*
!
,

2 !$20

56. -%

)

#$"
7!$$!,#'
4-.+
,
!
&-2

*$-

-$#
/(
)
4!$

.2!../
%4$
4 #2

!"'

#&08

4!

&

!
'(
.2!../
%4$
7!$$!,#'
4-.+
#$2!'

+&!$+
1
4!

+!'
#2!../0
9 %4

:.!$

;+#2#$'
2-.+
!++
*$
&

#'
+&!$+0
:.!'
!++
-
!..

&$/
' $

!+
1
<'
&#$'

=.*+
'
!
#$%
1&
>!.
=!2

=.*+0

&+#!

#$%(

%$!.
#+!
#'
%!
(
,-

+..!
!&-$

'-$+'
.#"
!
.

!$+

,-'#$''
#+!
1
&&,'
#
'-$+'
-$.#"./
+-

!*!#.!,#.#
/
1

2 $.%/0
)
+

#$"

>!.
=!2

'
-.+

&!"
2-.
-!.
&+#!

2-.+
+!4
.

(

!*
.2!.
!+*
#'&$
3' $''
# (
,#+%

%$!
#$
%! '(
!$+
'
$%

$
2&&-$#
/0
)?+
,
4#..#$%

!
#2# !
0 )
!&
'
#..
4!#
#$%

!
*#2+
22
#$'
1

2+
'#& ./
'
!
#$%

4 .

.!4
,/
.#2
!$+
!

$/0
9 /
2!$
!++

#
1''#$!.
#$#$
!1
4!+'(
,-

#
'
!
&$
'

-'
1!
!
#$
$
#$!../
+2#
1-.
!$+
+#'$1!$2
#'#$%

.
1
>!.
=!2
0 )
,.#*

@A
+!/'

!*
B #+0
C7#2-&2#'#$C
)'
D

>B-!.
6''!-.

E
)

)'
6 C>#%$C
&
CFGHC
5F$'#'
IJKLMII80
)$
FGH
)
9-'
(
N
O
PQ
R

STUVVPW
XP!$$'
Y
Z
P[
\
XGPD
G$
>-$+!/(
6 #.
]J

(
]A]^
!

@K^I
:;(
XGPD
_XGPD`
$0&a
4
K
bcde
fghi
figjk
lfgl
ml
ngo
ogmkp
qrsi
tdj
isip
guk
lddlf
tdj
lddlfvw
xel
y
lizz
sdep
kd
udl
jiomol
gu
ihmz
{ijoduv
yt
gusdui
ozg{o
sde
du
lfi
jm|fl
}fii~p
leju
ld
lfi
lfi
dlfij
}fii~
gzodv
uk
mt
gusdui
ngulo
ld
oei
sde
guk
lg~i
sdej
ofmjlp
fguk
dhij
sdej
}dgl
go
nizzv
yt
gusdui
tdj}io
sde
ld
|d
dui
mzip
|d
nmlf
lfi
lnd
mziov
mhi
ld
lfi
dui
nfd
go~o
sdep
guk
kd
udl
leju
gngs
tjd
lfi
dui
nfd
ngulo
ld
djjdn
tjd
sdev
bcde
fghi
figjk
lfgl
ml
ngo
ogmkp
qdhi
sdej
uim|fdj
guk
fgli
sdej
iuisvw
xel
y
lizz
sdep
zdhi
sdej
iuimio
guk
{jgs
tdj
lfdoi
nfd
{ijoi}eli
sdep
lfgl
sde
gs
i
}fmzkjiu
dt
sdej

glfij
mu
fighiuv
i
}geoio
fmo
oeu
ld
jmoi
du
lfi
ihmz
guk
lfi
|ddkp
guk
oiuko
jgmu
du
lfi
jm|flideo
guk
lfi
eujm|flideov
yt
sde
zdhi
lfdoi
nfd
zdhi
sdep
nfgl
jingjk
nmzz
sde
|il
ji
udl
ihiu
lfi
lg
}dzzi}ldjo
kdmu|
lfgl
uk
mt
sde
|jiil
duzs
sdej
dnu
{id{zip
nfgl
gji
sde
kdmu|
dji
lfgu
dlfijo
d
udl
ihiu
{g|guo
kd
lfgl
xi
{ijti}lp
lfijitdjip
go
sdej
fighiuzs

glfij
mo
{ijti}l
gllfin
v
fi

ddz
mu
}jm{leji
guk
ezleji

go~glddu
gz~

duglfgu
g|ige
¡¢££¤¥ ¦¢§¨¦©ª«¬®¯°±²³¨´
fi

ddzµo
e{ij{dnij

duglfgu
g|ige
¶
·niu
s}zd{o
¡¢££¤¥ ¦¢§¨¦©ª«¸¥¹º»¼½¾¿¨
ÀÁÀÁp
ÂÃ
ezm}
diul

dj
igz
xig}f
mls
deu}mz
{jmz
Áp
ÁÄÁ

zdjmg
gj{ij

·elzdd~
gdelzgu~nmukdnykÅi}dukgjsÆigkmu|guiÇ ÁÀ

!!!"#$%
%&'"($) !*
(+,-./0!*12!34$

55
6

9

:
9

*;<$%=>*?
"($) ,@'! <$%=>*?
ABCD 3 E *=
@(?'F
G"H)? 8
IJ
965

!!!"#$%
%&'"($) !*
(+,-KLM$NL!
O>B
IP
QR

S

!!!"#$%
%&'"($) !*
(+,->T%KU'HVNG
WJ
X
89R J
XQW

!!!"#$%
%&'"($) !*
(+,-,Y&*(B&ZT.G [\] J

Q^P
I
55

!!!"#$%
%&'"($) !*
(+,-
FD2O_`a$<$
RJ\W
9
^b
P

!!!"#$%
%&'"($) !*
(+,-C0cd2Zef,

9
Qg R

!!!"#$%
%&'"($) !*
(+,-&V%Y=h.i231
j
55

k5

!!!"#$%
%&'"($) !*
(+,-<1lLZ#1m$n1 8o
XQR
I966

!!!"#$%
%&'"($) !*
(+,-LKOUV,@N?p;
q
rstuv
wxyzzt{

t

|}t~
Wt^
t7
6

55o
9R

8
t

W

I
6
76I

[9

S

1 Gloria Harper
From: Patrick Gallegos
Sent: Monday, April 28, 2025 10:23 AM
To: Executive Team
Cc: Brandon DeCriscio
Subject: Staff report/resolution 7634
BCC: CITY COUNCIL
Good morning,
Below are responses to Councilmember Senecal’s questions regarding the staff report related to the waste disposal agreement (WDA) for tonight’s City Council meeting:
 Yes, organic waste would include material consisting of yard and wood waste as well as incidental residential food waste.
 Yes, the draft agreement provided to cities late last year included an Organic Take Back Rebate. Language is included below:
o City shall be entitled to an Organic Take Back Rebate in the amount of $70/ton for its Proportional Share of all bulk Recovered Organic Waste Product it takes back from the County’s Organic Infrastructure.
 It is important to note that negotiations are still ongoing between the Orange County City Managers Association and Orange County Waste and Recycling. At this point in time, the priority is for the cities to adopt the Second Amendment (the item being considered this evening) in order to allow more time for WISE negotiations.

Please let me know if you have any additional questions.

Thanks,
Patrick Gallegos
Patrick Gallegos, Interim City Manager
211 Eighth Street, Seal Beach, CA 90740
(562) 431-2527 x 1308
View our: Shoreline RecreaƟon Brochure
Seal Beach follows Civility Principles by promoting courtesy, respectful listening, open mindedness, issue-focused debate, and embracing respectful disagreement and dissent as democratic rights and tools for sound decisions. For Information about Seal Beach, please see our City website: www.sealbeachca.gov NOTICE: This communication may contain privileged or other confidential information. If you are not the intended recipient of this communication, or an employee or agent responsible for delivering this communication to the intended recipient, please advise the sender by reply email and immediately delete the message and any attachments without copying or disclosing the contents. Thank you.

From: Patty Senecal <[email protected]>
Date: April 27, 2025 at 11:31:50 PM PDT
2 To: Patrick Gallegos <[email protected]>
Subject: Staff report/resolution 7634

RE the staff report for approving and authorizing the 2nd amendment to the WDA and the statement below. What is the rebate program for composted organic waste and allocation of capital expenditures for organic. Are we doing organic waste beyond plants? Like food scraps, paper and wood? Does the city get any rebates?
The WISE agreement proposed increasing the landfill disposal rate from $42.65 to $82 per ton (a 92.3% increase). It also proposed a rebate program for composted organic waste and an allocation of capital expenditures for organics recycling infrastructure at County landfills.

Jill Ingram - health care reimb 4/2025 $1,105
How long is the city reimbursing her for health care?
Per Ingram’s Separation Agreement, “Such benefits will be paid to Employee for 12 months or until she secures other employment, whichever occurs first. Interpretation of this provision shall be in accordance with Employee's Employment Agreement, entered into September 18, 2013, as amended.” Jill retired and we are not aware of her obtaining other employment. Her last day was October 31,2024.

Anne Pennypacker Invoice $3,892
What is the service provided?
This invoice is for recreation services and is a contract dance instructor.

Cal State Lands Commission $3,025
Public Agency appal - what does that mean?
This item is related to Resolution 7627, approved by Council on Marcy 24, 2025.

Authorizing an Application for a cost free Lease with the California State Lands Commission for the Use of Sovereign Land, Located in the Pacific Ocean at Seal Beach and Sunset Beach
Bravo Sign & Design $20,950
Replacement of CPW monument sign - where is the monument located? Near College Park Drive / Loyola Plaza Intersection (Claim # Y3QAP92085) Planet Bids $7,701
What type of service do they provide?
City uses Planetbids to management Construction Bids and Request for Proposals.

City of HB $48,456
Loan repayments - what are the two loans for?
Payments are for the same loan related to the OC-35 Project B of A Business Credit Card $12,249
What type of charge(s)?
The card is used by all departments for official purchases such as office supplies, travel expenses for conferences, emergency materials, minor maintenance and repairs, event supplies, technology needs, recreation program items, and other small expenditures.

Agenda Item A

AGENDA STAFF REPORT
DATE: April 28, 2025
TO: Honorable Mayor and City Council
THRU: Patrick Gallegos, Interim City Manager
FROM: Gloria D. Harper, City Clerk
SUBJECT: Approval of the City Council Minutes
________________________________________________________________ SUMMARY OF REQUEST:

That the City Council approve the minutes of the Closed Session and Regular City Council meetings held on April 14, 2025.

BACKGROUND AND ANALYSIS:

This section does not apply.

ENVIRONMENTAL IMPACT:

There is no environmental impact related to this item.

LEGAL ANALYSIS:

No legal analysis is required for this item.

FINANCIAL IMPACT:

There is no financial impact for this item.

STRATEGIC PLAN:

This item is not applicable to the Strategic Plan.

RECOMMENDATION:

That the City Council approve the minutes of the Closed Session and Regular City Council meetings held on April 14, 2025.

Page 2 ends

SUBMITTED BY: NOTED AND APPROVED:

Gloria D. Harper Patrick Gallegos
Gloria D. Harper, City Clerk Patrick Gallegos, Interim City Manager ATTACHMENTS:

A. Minutes – Closed Session, April 14, 2025
B. Minutes – Regular Session, April 14, 2025
Seal Beach, California
April 14, 2025
The City Council met in Closed Session at 5:35 p.m. in the City Hall Conference Room.

ROLL CALL

Present: Mayor Landau
Council Members: Kalmick, Wong, Senecal, Steele

Absent: None
City Staff: Nicholas Ghirelli, City Attorney
Patrick Gallegos, Interim City Manager
Gloria D. Harper, City Clerk
Alexa Smittle, Director of Community Development
Iris Lee, Director of Public Works

ORAL COMMUNICATIONS
Mayor Landau opened oral communications. Speakers: Patty Campbell. Mayor Landau closed oral communications.

CLOSED SESSION
A. CONFERENCE WITH LEGAL COUNSEL – ANTICIPATED LITIGATION Significant exposure to litigation Pursuant to Government Code Section 54956.9(d)(2) – One (1) case involving facts and circumstances not yet known to a potential plaintiff.

B. CONFERENCE WITH LEGAL COUNSEL – ANTICIPATED LITIGATION Significant exposure to litigation Pursuant to Government Code Section 54956.9(d)(2) – One (1) case involving a threat of litigation regarding a proposed development at 4665 Lampson Avenue, Los Alamitos, CA.

A record of the threat of litigation is available for inspection in the City Clerk’s office C. CONFERENCE WITH LEGAL COUNSEL
Existing Litigation Pursuant to Government Code Section 54956.9(d)(1) Beach House at the River, LLC v. City of Seal Beach
Orange County Superior Court Case No. 30-2023-01314997-CU-MC-CJC D. PUBLIC EMPLOYEE APPOINTMENT/EMPLOYMENT
Government Code §54957(b)
Title: City Manager
E. CONFERENCE WITH LABOR NEGOTIATOR
Agency Designated Representative: Nicholas Ghirelli, City Attorney Unrepresented Employee: Interim City Manager
Mayor Landau recused herself for Item C.

No reportable action was taken.

ADJOURNMENT
Mayor Landau adjourned the Closed Session meeting at 6:55 p.m.

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

Lisa Landau, Mayor
Attested:

Gloria D. Harper, City Clerk
Seal Beach, California
April 14, 2025
The City Council met in Regular Session at 7:11 p.m. in the City Council Chambers.

Council Member Kalmick led the Pledge of Allegiance.

ROLL CALL

Present: Mayor Landau
Council Members: Kalmick, Wong, Senecal, Steele

Absent: None
City Staff: Nicholas Ghirelli, City Attorney
Patrick Gallegos, Interim City Manager
Michael Henderson, Police Chief
Barbara Arenado, Director of Finance/City Treasurer
Iris Lee, Director of Public Works
Craig Covey, Orange County Fire Authority Chief, Division 1 Joe Bailey, Marine Safety Chief
Gloria D. Harper, City Clerk
Brian Gray, Police Sergeant
Nick Nicholas, Police Captain
Mike Ezroj, Police Captain
Tim Kelsey, Recreation Manager
Joe Talarico, Maintenance Services Supervisor/City Arborist Orlando Porter, Senior Maintenance Worker

PRESENTATIONS / RECOGNITIONS
• Arbor Day Proclamation

ORAL COMMUNICATIONS
Mayor Landau opened oral communications. Speakers: John Schroeder, Chad Berlinghieri, James Lingle, Ken Seiff and James Jenson addressed the City Council.

Mayor Landau closed oral communications.

City Clerk Harper announced that three (3) supplemental communications were received after posting the agenda; they were distributed to the City Council and made available to the public.

APPROVAL OF AGENDA & WAIVER OF FULL READING OF RESOLUTIONS AND

ORDINANCES
Mayor Pro Tem Steele moved, second by Council Member Wong to approve the agenda.

AYES: Kalmick, Wong, Landau, Senecal, Steele
NOES: None
ABSENT: None
ABSTAIN: None
Motion carried

CITY ATTORNEY REPORT
City Attorney Ghirelli reported that the City Council met in Closed Session to discuss the five (5) items posted on the agenda. All five (5) Council Members were present; that Mayor Landau recused herself for the discussion of Item C and no reportable action was taken.

CITY MANAGER REPORT
Interim City Manager Gallegos reported that Our Run Seal Beach hosted another successful 5K-10K event this past Saturday, April 5, 2025, with over 3,000 participants.

Interim City Manager Gallegos announced that on Tuesday, April 15, 2025, the San Gabriel Working Group, along with Assemblywoman Dixon and other local dignitaries, will meet again to continue working on solutions to the pollution originating from 52 Cities to the North. He also announced that on Wednesday, April 16, 2025, in a Joint Meeting, the Environmental Quality Control Board (EQCB) and the Recreation and Parks Commission will welcome an update from the Los Cerritos Wetlands Authority on their current project at 6:15 pm. in the Council Chambers. He noted that this will be a great opportunity to hear more about what’s happening in the Wetlands and encouraged everyone to attend.

Interim City Manager Gallegos encouraged everyone to mark their calendar for the 2025 Seal Beach Classic Car Show, scheduled for Saturday, April 26, 2025, featuring over 600 cars on Main Street and noted that spectator parking is available at the Naval Weapons Station Liberty Gate from 8:30 am - 3:30 pm.

Additionally, Interim City Manager Gallegos invited the community to participate in the upcoming Budget Workshops, scheduled for Tuesday, May 6, 2025, and Thursday, May 8, 2025, at 5:30 pm in the Council Chambers. Residents are invited to provide feedback on the Fiscal Year 25-26 budget.

Lastly, Interim City Manager Gallegos announced that the City will host a Dump Day on Saturday, May 10, 2025, at the Public Works Yard located on 1776 Adolfo Lopez Dr, from 8:00 am - 11:00 am or until intake capacity is reached and that residents will have an opportunity to drop off bulky household waste, such as old furniture and broken toys, at no cost. He noted that the City has also partnered with Goodwill to keep salvageable items out of the landfill, and the Orange County Conservation Corps to collect e-waste onsite. He also noted that more information is available on the City’s website homepage. This is a popular event, and we’re happy to provide this spring-cleaning opportunity to our residents!

COUNCIL COMMENTS
Council Member Wong reported his attendance at the Local Hazard Mitigation Plan Focus Group meeting, the Run Seal Beach event, as a third time participant, and the Military Flag Deck Ceremony at McGaugh Elementary School. He further noted that he recently fulfilled his civic responsibility by serving jury duty in the City of Stanta Ana.

Lastly, he addressed the Haynes Pipeline project, explaining that the City did participate in public discussions with Long Beach Utilities and the Los Angeles Department of Water and Power (LADWP) in late January 2025. However, there has been no further communication from the City of Long Beach. He emphasized that no official request for a Franchise Access Agreement has been made, and without such an agreement, the project cannot proceed. He concluded by stating that there are no updates or developments to report since the January meeting.

Council Member Senecal reported that she met with staff at the Seal Beach Tennis and Pickleball (SBTPC) to discuss service improvements for both members and guests. She further reported her attendance at the Seal Beach Lions Club meeting and the Seal Beach Chamber of Commerce Board of Directors meeting. She noted that the Chamber is in the final stages of planning for Seal Beach Car Show and encouraged the community to attend the annual event, scheduled for Saturday, April 29, 2025.

Additionally, Council Member Senecal reported her attendance at the Run Seal Beach event, the Municipal Water District of Orange County (MWDOC) Annual Elected Official Educational Forum. She highlighted a discussion regarding the Orange County Water District (OCWD), which serves as the guardian of the county’s water reliability during emergencies. She further noted that OCWD works in partnership with the Emergency Response Organization of Orange County (WEROC) to ensure local cities resilience during fire-related emergencies. She reported her attendance at Energy and Environmental Committee meeting through the Orange County Council of Governments (OCCOG), where she serves as a representative for Southern California Association of Governments (SCAG).

Lastly, Council Member Senecal announced that she is seeking a resident from College Park East to represent District 4 on the Environmental Quality Control Board (EQCB).

She encouraged interested residents to call or email for more information.

Mayor Pro Tem Steele announced that the Leisure World Adult Day Care Center is seeking $200,000 in funding by August 2025 to ensure continuation of its services.

Additionally, he reported his attendance at the Golden Rain Foundation (GRF) Board meeting, the Tax and Revenue Committee, the Orange County Council of Governments (OCCOG) Annual meeting, the Golden Rain Foundation (GRF) Presidents’ Council Meeting, the Local Hazard Mitigation Plan Focus Group meeting, Municipal Water District of Orange County (MWDOC) meeting, and a meeting in Leisure World with representatives from the Naval Weapons Station. He highlighted the upcoming event, “Coffee with the Chief” at Leisure World, to be held at Club House 6 on April 22, 2025, at 10:00 am.

In closing, Mayor Pro Tem Steele reminded the community that this is Holy Week, a time for reflection on the sacrifice of Jesus on the cross. He encouraged everyone to participate in Sunday worship to hear the story and invited anyone with questions to reach out to him for further discussion.

Council Member Kalmick reported his attendance at the Energy and Environmental Committee meeting where he represented the Southern California Association of Governments (SCAG). He noted that the Air Quality Management District (AQMD) presented new regulations related to energy sources. He also attended the Orange County Fire Authority (OCFA) Board meeting, the San Gabriel Rivers and Mountains Conservancy (SGRMC) meeting. He remarked about the beautiful Alondra Gateway Park, which had its groundbreaking two years ago. He also attended the Municipal Water District of Orange County (MWDOC) Annual Elected Official Educational Forum. He noted that Orange County has an Emergency Response Organization of Orange County (WEROC) which plays a crucial role in enhancing emergency response during fires.

Lastly, Council Member Kalmick encouraged the public to review the City Manager’s biweekly report for updates on meetings, ongoing activities and developments in the city.

Mayor Landau announced that the Seal Beach Rotary Club will host a Memorial Day Weekend Flag Garden and Ribbon Cutting Ceremony, beginning Friday , May 23, 2025, at 5:00 pm, through Tuesday, May 27, 2025, at 10:00 am at Eisenhower Park. The Ribbon Cutting Ceremony is scheduled for Saturday, May 24, 2025, at Eisenhower Park at 6:00 pm.

Mayor Landau reported her attendance at the Celebration of Life for Lions President Mary Holland , where she praised Mary’s faithful service and volunteer work for the City of Seal Beach, and noted that her presence will be deeply missed. Additionally, Mayor Landau announced that she attended the Military Flag Deck Ceremony at McGaugh Elementary School, a special event to honor our local military children. She expressed appreciation for their contributions to our country. She also reported her attendance at Run Seal Beach and noted that the Run Seal Beach Committee, the Police Department, City staff, and the Seal Beach Lions Club did a great job with planning and deploying the event.

Lastly, Mayor Landau reported that she toured the Orange County Sanitation District Facility, the Huntington Beach location and noted all the work that is done behind the scenes and the massive size of the facility.

COUNCIL ITEMS
There were no council items.

CONSENT CALENDAR
Mayor Pro Tem Steele moved, second by Council Member Kalmick, to approve the recommended actions on the consent calendar.

A. Approval of the City Council Minutes - That the City Council approve the minutes of the Closed Session, Budget Study Session, and Regular City Council meetings held on March 24, 2025.

B. Demand on City Treasury (Fiscal Year 2025) - Ratification.

C. Approving and Authorizing a Professional Services Agreement with ClientFirst Technology Consulting for a Five-Year Citywide Information Technology Master Plan - That the City Council adopt Resolution 7630: 1. Approving the Professional Services Agreement with ClientFirst Technology Consulting for the Citywide Information Technology Master Plan for $74,826; and, 2. Authorizing the Interim City Manager to execute the agreement with ClientFirst Technology Consulting on behalf of the City.

D. Notice of Completion for the Lampson Avenue Bike Lane Gap Closure Project, CIP ST1811 - That the City Council adopt Resolution 7631: 1. Accepting the Lampson Avenue Bike Lane Gap Closure Project, CIP ST1811, in the amount of $2,288,746.39; and, 2. Directing the City Clerk to file a “Notice of Completion” with the Orange County Clerk-Recorder within fifteen (15) days from the date of acceptance and to release retention thirty-five (35) days after recordation of the Notice of Completion contingent upon no claims being filed on the Project.

E. Approving and Authorizing the Purchase for the Replacement of Marine Safety Vehicle Unit #5140 - That the City Council adopt Resolution 7632: 1. Authorizing the purchase of Marine Safety Vehicle Unit #5140 replacement for a total cost of $51,829.29, from National Auto Fleet Group pursuant to the Cooperative Purchase Contract with Sourcewell, Master Vehicle Contract #091521-NAF, including the execution of a purchase order and all other necessary documents to effectuate the purchase, in accordance with the cooperative purchasing procedures set forth in Seal Beach Municipal Code Section 3.20.025(D); and, 2. Approving Budget Amendment BA #25-10-02; and, 3. Authorizing the Interim City Manager to surplus the existing Marine Safety Vehicle Unit #5140 upon the completion of the replacement vehicle purchase and equipment upfitting.

F. Approving and Authorizing a Memorandum of Understanding Between the County of Orange and the City of Seal Beach for the Use of the Countywide Mass Notification System, AlertOC - That the City Council adopt Resolution 7633:

Approving the Memorandum of Understanding (MOU) with the County of Orange for the AlertOC Countywide Mass Notification System; and, 2. Authorizing the Interim City Manager to execute this memorandum on behalf of the City.

The vote below is for the Consent Calendar Items.

AYES: Kalmick, Wong, Senecal, Steele, Landau
NOES: None
ABSENT: None
ABSTAIN: None
Motion carried

ITEMS REMOVED FROM THE CONSENT CALENDAR
There were no items removed from the Consent Calendar

PUBLIC HEARING
There were no public hearing items.

UNFINISHED/CONTINUED BUSINESS
There were no unfinished/continued business items.

NEW BUSINESS
There were no new business items.

ADJOURNMENT
Mayor Landau adjourned the City Council at 7:55 p.m. to Monday, April 28, 2025, at 5:00 p.m. to meet in a Special Meeting of the City Council/Study Session. __________________________
Gloria D. Harper, City Clerk
City of Seal Beach
Approved: ___________________________
Lisa Landau, Mayor
Attested: ____________________________
Gloria D. Harper, City Clerk

Agenda Item D

AGENDA STAFF REPORT
DATE: April 28, 2025
TO: Honorable Mayor and City Council
THRU: Patrick Gallegos, Interim City Manager
FROM: Gloria D. Harper, City Clerk
SUBJECT: Report of Interim City Manager and Department Heads Authorized Contracts
_______________________________________________________________ SUMMARY OF REQUEST:

That the City Council receive and file the report.

BACKGROUND AND ANALYSIS:

In an effort to further increase transparency, the Interim City Manager provides a quarterly report to the City Council that identifies all contracts executed by the Interim City Manager. The Interim City Manager has the authority to approve and execute contracts up to the amount of $40,840.

Seal Beach Municipal Code Section 3.20.005 authorizes the Interim City Manager to delegate spending authority to Department Heads. For departments other than the Director of Public Works and the Director of Finance/City Treasurer, this authority shall not exceed $15,000 per purchase or contract. For the Director of Public Works, the limit is established per the City’s Charter Section 1010. For the Director of Finance/City Treasurer, other than for Finance Department expenditures which are set at $15,000, there is additional authority to authorize purchases for City Departments up to the Interim City Manager’s established contract signing authority.

Below is a list of contracts executed by the Interim City Manager and Department Heads for the period of January 1, 2025 – March 31, 2025:

AGREEMENT
DATE

DEPARTMENT VENDOR AMOUNT PURPOSE EXPIRATION
DATE
3/19/2025 Community
Development
Economic &
Planning
Services
$35,250 Nexus Study to
support New
Development
Impact Fee
11/01/2025
3/26/2025 Community
Development
Civic Solutions $15,000 Planning Services
to Support Housing
Element
Implementation
06/30/2025
ENVIRONMENTAL IMPACT:

There is no environmental impact related to this item.

LEGAL ANALYSIS:

No legal analysis is required for this item.

FINANCIAL IMPACT:

There is sufficient funding available in the Fiscal Year 2024-2025 budget.

However, as with all City Council approved contracts, all contracts executed under staff’s contracting authority are processed internally with review and approval by the City Attorney, Director of Finance, Interim City Manager, and City Clerk.

STRATEGIC PLAN:

This item is not applicable to the Strategic Plan.

RECOMMENDATION:

That the City Council receive and file the report.

SUBMITTED BY: NOTED AND APPROVED:

Gloria D. Harper Patrick Gallegos
Gloria D. Harper, City Clerk Patrick Gallegos, Interim City Manager Agenda Item E

AGENDA STAFF REPORT
DATE: April 28, 2025
TO: Honorable Mayor and City Council
THRU: Patrick Gallegos, Interim City Manager
FROM: Iris Lee, Director of Public Works
SUBJECT: Approving and Authorizing the Amended and Restated Professional Maintenance Services Agreement to RPW
Services, Inc., for Gopher and Pest Control Services
________________________________________________________________ SUMMARY OF REQUEST:

That the City Council adopt Resolution 7634:

1. Awarding an Amended and Restated Professional Maintenance Services Agreement to RPW Services, Inc., for a one-year term, in a total not-toexceed amount of $55,000, and to provide gopher and pest control services at designated City buildings and parks, pursuant to the RPW Services, Inc. proposal dated February 3, 2025; and,

2. Authorizing the Interim City Manager to extend the original term by up to three one-year extensions for the not-to-exceed amount of $55,000 for each extension; and,

3. Providing that upon its effective date, the Amended and Restated Agreement supersedes the previous Agreement with RPW Services, Inc., dated August 26, 2022, and Extensions One and Two, that are set to terminate on August 26, 2025; and,

4. Authorizing and directing the Interim City Manager to execute the Agreement; and,

5. Rejecting all other proposals.

BACKGROUND AND ANALYSIS:

The City owns and operates over thirty (30) combined parks and facilities. It is considered a best practice to execute a routine maintenance program for proper gopher and pest control to prevent possible infestations. On August 26, 2022, the City entered into a Professional Maintenance Services Agreement with RPW Services, Inc. (RPW) to provide gopher and pest control services solely at

Page 2 ends

designated City parks, with the original term set to expire on August 26, 2023. The City exercised its right to two one-year extensions, and the Agreement is set to terminate on August 26, 2025.

The City currently does not retain an agreement with a contractor for routine exterior pest control at City-owned facilities, such as City Hall, Public Works Yard, and Police Department, among others. The current exterior pest control plan has been on an as-needed basis through standard billing with RPW, separate from their existing Agreement for solely park pest control. Following the determination that the City is in need of gopher and pest control services at City buildings and parks, staff solicited proposals for such services. The City received two (2) proposals and upon review of the proposals, determined that RPW is the most qualified and responsive firm. This staff report seeks to formalize and consolidate the scope for the gopher and pest control services that RPW offers for Citydesignated parks and buildings to have a more encompassing routine maintenance program. This enables the City to ensure that a wider extent of vital infrastructure is better maintained for long term use. This new agreement will be in the not-to-exceed amount of $55,000 for a one-year term, with optional two (2) one-year extensions.

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 a Professional Maintenance Services Agreement will not have a significant impact on the environment.

LEGAL ANALYSIS:

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

FINANCIAL IMPACT:

Sufficient funding has been allocated in the FY 2024-2025 budget. Funding for subsequent years will be programmed into future operations and maintenance budgets.

STRATEGIC PLAN:

This item is not applicable to the Strategic Plan.

RECOMMENDATION:

That the City Council adopt Resolution 7634:

1. Awarding an Amended and Restated Professional Maintenance Services Agreement to RPW Services, Inc., for a one-year term, in a total not-to-

Page 3 ends

exceed amount of $55,000, and to provide gopher and pest control services at designated City buildings and parks, pursuant to the RPW Services, Inc. proposal dated February 3, 2025; and,

2. Authorizing the Interim City Manager to extend the original term by up to three one-year extensions for the not-to-exceed amount of $55,000 for each extension; and,

4. Authorizing and directing the Interim City Manager to execute the Agreement; and,

5. Rejecting all other proposals.

SUBMITTED BY: NOTED AND APPROVED:

Iris Lee Patrick Gallegos
Iris Lee, Director of Public Works Patrick Gallegos, Interim City Manager Prepared by: Sean C. Low, Deputy Public Works Director – Maintenance/Utilities ATTACHMENTS:

A. Resolution 7634
B. Amended and Restated Agreement with RPW Services, Inc.

RESOLUTION 7634

A RESOLUTION OF THE SEAL BEACH CITY COUNCIL

APPROVING THE AMENDED AND RESTATED PROFESSIONAL

MAINTENANCE SERVICES AGREEMENT TO RPW SERVICES,
INC. FOR GOPHER AND PEST CONTROL SERVICES
WHEREAS, the City of Seal Beach (City) owns, operates, and maintains buildings, parks and landscaping; and,
WHEREAS, on August 26, 2022, the City entered into a Professional Maintenance Services Agreement with RPW Services, Inc. for gopher and pest control services solely in City parks; and,
WHEREAS, the City previously elected to extend the 2022 Agreement pursuant to Extensions 1 and 2, through and including August 26, 2025; and, WHEREAS, the City desires to retain a contractor to provide professional maintenance services for gopher and pest control at City parks and buildings; and,
WHEREAS, the City solicited proposals for gopher and pest control professional maintenance services at City parks and buildings, pursuant to the authority set forth in Seal Beach City Charter and Seal Beach Municipal Code Section

3.20.025(C); and,
WHEREAS, the City received proposals from two firms for gopher and pest control services at City parks and buildings, and based on a detailed review of the proposals submitted, RPW Services, Inc., was identified as the most responsive and qualified firm to provide gopher and pest control services for City parks and buildings; and,
WHEREAS, this updated Professional Maintenance Services Agreement will encompass both parks and buildings for gopher and pest control and will supersede the original Professional Services Agreement dated August 26, 2022.

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

Section 1. The City Council approves and awards the Amended and Restated Professional Maintenance Services Agreement (Agreement) to RPW Services, Inc., for a one-year term commencing April 28, 2025 through and including April 28, 2026 (Original Term), in a total not-to-exceed amount of $55,000, to provide gopher and pest control services at designated City buildings and parks on behalf of the City, pursuant to the RPW Services, Inc. proposal dated February 3, 2025.

Section 2. The City Council hereby authorizes the Interim City Manager to extend the Original Term of the Agreement with RPW Services, Inc. for up to three additional one-year terms at his discretion, in a notto-exceed amount of $55,000 per one-year extension.

Section 3. The Amended and Restated Professional Maintenance Services Agreement supersedes and replaces in their entirety the previous Agreement with RPW Services, Inc., dated August 26, 2022, and Extensions One and Two, and upon the effective date of this Resolution, the 2022 Agreement and Extensions One and Two shall have no further force and effect.

Section 4. The City Council hereby authorizes and directs the Interim City Manager to execute the Amended and Restated Professional Maintenance Services Agreement on behalf of the City pursuant to the RPW Services, Inc. proposal dated February 3, 2025.

Section 5. The City Council hereby rejects all other proposals.

Section 6. The City Clerk shall certify the passage and adoption of this Resolution.

PASSED, APPROVED AND ADOPTED by the Seal Beach City Council at a regular meeting held on the 28th day of April 2025 by the following vote:

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

Lisa Landau, 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 7634 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 28th day of April 2025.

Gloria D. Harper, City Clerk

RECITALS
A. City desires certain gopher and pest control maintenance services.

B. Pursuant to the authority provided by its City Charter and Seal Beach Municipal Code § 3.20.025(C), City desires to retain Contractor as an independent contractor to provide professional gopher and pest control services. Contractor submitted a proposal dated February 3, 2025 to perform the professional services defined and described in Section 1.0 of this Agreement.

C. Contractor further represents that it is fully qualified to perform the services contemplated by this Agreement by virtue of its experience, and the training, education and expertise of its principals and employees. Contractor also has personnel and staff that have the relevant professional certification in pest control and management from the California Department of Pesticide Regulation.

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

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

1.0 Scope of Services

AGREEMENT
1 .1. Contractor's Services. In compliance with all terms, conditions and provisions of this Agreement, Contractor shall provide those gopher and pest control professional maintenance services (collectively "Services") set forth in the Contractor's accepted Proposal for gopher and pest control Maintenance Services ("Proposal") attached hereto as Exhibit A, and incorporated herein by this reference, all to City's reasonable satisfaction. Given the of this Agreement, Contractor acknowledges that there is no guarantee that City shall request any Services hereunder.

1.2. Agreement Supersedence. The City entered into another Agreement with RPW Services Inc. dated August 26, 2022 ("2022 Agreement"), with a more limited scope of services. The City also previously extended the 2022 Agreement through and including August 26, 2025. Upon the Effective Date set forth above, this Agreement supersedes the 2022 Agreement in its entirety, and the 2022 Agreement shall have no further force and effect. After the Effective Date, the Contractor shall reference and bill toward this Agreement. 2 of 24

1.3. Agreement Documents; Incorporation by Reference; Order of Precedence.
1 .2.1. The Agreement Documents include this Agreement itself, and all of the following: (i) the Proposal (Exhibit A); and ii) Terms for Compliance with California Labor Law Requirements (Exhibit B) all of which are incorporated herein by this reference.

1.2.2. In the event of any inconsistency or conflict between this Agreement and any Exhibit or incorporated documents, the order of precedence shall be as follows: (i) this Agreement; and then (ii) Exhibit B (Terms for Compliance with California Labor Law Requirements) shall control. In the event there is any conflict between the Agreement, on the one hand, and Exhibits A and/or B, on the other hand, the Agreement shall control.

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

1.5. Familiarity with Services. By executing this Agreement, Contractor represents that, to the extent required by the standard of practice, Contractor (i) has investigated and considered the scope and level of services to be performed, (ii) has carefully considered how the Services should be performed, and (iii) understands the facilities, difficulties and restrictions attending performance of the Services under this Agreement. Contractor represents that Contractor, to the extent required by the standard of practice, has investigated any areas of work, as applicable, and is reasonably acquainted with the conditions therein. Should Contractor discover any latent or unknown conditions, which will materially affect the performance of services, Contractor shall immediately inform City of such fact and shall not proceed except at Contractor's risk until written instructions are received from City's Representative.

1.6. Compliance with Laws. In performing this Agreement, Contractor shall comply with all applicable provisions of federal, state, and local law. 3 of 24

1.7. Additional Services. Contractor will not be compensated for any work performed not specified in the Scope of Services unless 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. Original Term. The term of this Agreement shall commence as of the Effective Date and shall continue for a term of one year ("Original Term") and shall expire at midnight on June 2, 2026, unless sooner terminated or extended as provided by this Agreement.

2.2. Extensions. City, at its sole option, may elect to extend the Original Term of this Agreement, upon the same terms and conditions, for up to two additional terms of one year each ("extension"), by providing written notice to Contractor at least one month prior to the expiration of an existing term. If timely elected by City, the first extension shall have a term extending from June 2, 2026 through and including June 2, 2027, unless sooner terminated or extended pursuant to this Agreement. If timely elected by City, the second extension shall be from June 2, 2027 through and including June 2, 2028, unless sooner terminated pursuant to this Agreement. Any extension shall not be effective except upon execution of a written amendment to this Agreement signed by the City Manager and Contractor's authorized representatives.

3.0 Contractor's Compensation

3.1. Original Term. In consideration of Contractor's performance of the Services set forth in Section 1.0 and Exhibits A and B, City will pay Contractor in accordance with the hourly rates shown on the fee schedule set forth in Exhibit A for the Services but in no event will City pay more than the total not-to-exceed amount of $55,000.00 (Fifty-Five Thousand dollars) for the Original Term.

Payment for any additional work authorized by City pursuant to Subsection 1.7 will be compensated in accordance with the fee schedule set forth in Exhibit A, and shall not exceed the cumulative amount established by the City Council at the time of award for the Original Term.

3.2. Extensions. In the event that City elects to extend the Original Term in accordance with Section 2.2 of this Agreement, and in consideration of Contractor's performance of the Services set forth in Section 1.0 and Exhibits A and B, City will pay Contractor in accordance with the hourly rates shown on the fee schedule set forth in Exhibit A for Services but in no event will City pay more than the total not-to-exceed amount of $55,000.00 (Fifty-Five Thousand dollars) for each extension. Payment for any additional work 4 of 24
authorized by City for each extension pursuant to Subsection 1.7 will be compensated in accordance with the fee schedule set forth in Exhibit A, and shall not exceed the cumulative amount established by the City Council at the time of award for each extension.

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

5.0 Termination

5.1. Termination by City.

5.1.1. This Agreement may be terminated by City, without cause, upon giving Contractor written notice thereof not less than 30 days prior to the date of termination.

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

5.2. Termination by Contractor. This Agreement may be terminated by Contractor based on reasonable cause, by serving written notice of termination to City, provided that Contractor has first served City with a written notice of default and demand to cure, and City has failed to cure such default within 30 days of receipt of such notice.

5.3. Obligations Upon Termination. Unless otherwise specified in the notice of termination, Contractor shall cease all work under this Agreement immediately upon receipt of notice of termination from City under Subsection 5.1, or immediately upon City's acknowledgment of receipt of Contractor's notice of termination to City under Subsection 5.2. Upon termination, City shall be immediately given title to and possession of all Work Product (as defined in Subsection 11.1 of this Agreement) and all other documents, writings, and/or deliverables produced or developed pursuant to this Agreement. Provided that Contractor is not then in breach, City shall pay Contractor for any portion of the Services completed prior to termination, based on the reasonable value of the 5 of 24
Services rendered. If said termination occurs prior to completion of any specific task for which a payment request has not been received, the charge for Services performed shall be the reasonable value of such Services, based on an amount agreed to by City and Contractor. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. In no event shall Contractor be entitled to payment for unperformed services or services within the Scope of Services performed prior to the effective date of this Agreement; and Contractor shall not be entitled to receive more than the amount that would be paid to Contractor for the full performance of the Services up to date of termination. Contractor shall have no other claim against City by reason of such termination, including any claim for compensation or damages.

6.0 Party Representatives

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

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

7.0 Notices
7 .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:

To Contractor:

City of Seal Beach
211-8th Street
Seal Beach, California 90740
Attn: City Manager
RPW Services, Inc.

P.O. Box 5217
Orange, CA 92863
Attn: Paul Webb

7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.
6 of 24

8.0 Permits and Licenses
For the duration of this Agreement, Contractor and all of Contractor's employees and other personnel shall obtain and maintain during the Agreement term all necessary licenses, registrations, 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. Contractor is an independent contractor and not an employee of City.

All work or other Services provided pursuant to this Agreement shall be performed by Contractor or by Contractor's employees or other personnel under Contractor's supervision. Contractor will determine the means, methods, and details by which Contractor's employees and other personnel will perform the Services. Contractor shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the customary professional standards.

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

9.3. In addition to all other provisions of this Agreement, Contractor shall be responsible for and pay all wages, salaries, benefits and other amounts due to Contractor's personnel in connection with their performance of any Services 7 of 24
under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, State, or federal policy, rule, regulation, statute or ordinance to the contrary, Contractor and any of its officers, employees, agents, and subcontractors providing any of the Services under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System ("PERS") as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits.

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

10.0 PERS Compliance and Indemnification

10.1. General Requirements. The Parties acknowledge that City is a local agency member of PERS, and as such has certain pension reporting and contribution obligations to PERS on behalf of qualifying employees. Contractor agrees that, in providing its employees and any other personnel to City to perform any work or other Services under this Agreement, Contractor shall assure compliance with the Public Employees' Retirement Law ("PERL"), commencing at Government Code § 20000, as amended by the Public Employees' Pension Reform Act of 2013 ("PEPRA"), and the regulations of PERS, as amended from time to time. Without limitation to the foregoing, Contractor shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a 8 of 24
manner that will cause City to be in violation of the PERL, PEPRA or any other applicable retirement laws and regulations.

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

11.0 Ownership of Work Product

11.1. Unless otherwise agreed upon in writing, all field notes and other notes, draft and final reports, drawings, specifications, data, surveys, studies, plans, maps, models, photographs, images, ideas, concepts, designs including but not limited to website designs, source code, object code, computer files, electronic data and/or electronic files, other media of any kind whatsoever and any other documents and written material of any kind created, developed, prepared or used by Contractor in the performance of this Agreement (collectively "Work Product") shall be considered "works made for hire" for the benefit of City. Upon completion of, or in the event of, termination or expiration of this Agreement, all Work Product 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 upon final payment being made in accordance with Subsection 5.3, and may be used, reused or otherwise disposed of by City for any purpose without Contractor's consent; provided that any use, reuse or modification of the Work Product by City for any purpose other than the purpose for which the Work Product was prepared or provided under this Agreement shall be at City's own risk. Contractor shall not obtain or attempt to obtain copyright protection as to any Work Product.

11.2. Contractor hereby assigns to City all ownership and any and all intellectual property rights to the Work Product that are not otherwise vested in City pursuant to Subsection 11.1.
11 .3. Contractor warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the Services and the production of all Work 9 of 24
Product produced under this Agreement, and that City has full legal title to and the right to reproduce the Work Product for any purpose. Contractor shall defend, indemnify and hold City, its elected and appointed officials, officers, employees, agents, servants, attorneys, volunteers, and those City 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 Work Product violates federal, state or local laws, any contractual provisions, or any laws relating to trade names, licenses, franchises, copyrights, patents or other means of protecting intellectual property rights and/or interests in products or inventions.

Contractor shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, equipment, devices or processes in connection with its provision of the Services and Work Product produced under this Agreement. In the event the use of any of the Work Product or other deliverables hereunder by City is held to constitute an infringement and the use of any of the same is enjoined, Contractor, at its expense, shall: (i) secure for City the right to continue using the Work Product and other deliverables by suspension of any injunction, or by procuring a license or licenses for City; or (ii) modify the Work Product and other deliverables so that they become non-infringing while remaining in compliance with the requirements of this Agreement. Contractor's covenants and obligations shall survive the expiration and/or termination of this Agreement.

11.4. Upon expiration or termination of the Agreement, Contractor shall deliver to City all Work Product and other deliverables related to any Services performed pursuant to this Agreement without additional cost or expense to City.

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

12.0 Confidentiality

12.1. Contractor may have access to financial, accounting, statistical, and personnel data of individuals and City employees, trade secrets, and/or other information that may be protected under other applicable laws relating to privacy, confidentiality and/or privilege. Contractor covenants that all Work Product (as defined in Subsection 11.1 ), and/or any other data, documents, writings, discussion, or other information created, developed, prepared, received by or provided to Contractor in the performance of this Agreement are deemed confidential unless such information is in the public domain or already known to Contractor. Contractor shall not release or disclose any such Work Product, data, documents, writings, discussion or other information to persons or entities other than City without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. Contractor, its officers, employees, agents, servants, and/or subcontractors shall not without written authorization from the City Manager or unless requested in writing by the City 10 of 24
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 City. Response to a subpoena or court order shall not be considered "voluntary," provided Contractor gives City timely notice of such court order or subpoena.

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

12.3. Contractor's covenants and obligations under this Section shall survive the termination or expiration of this Agreement.

13.0 Subcontractors
No portion of this Agreement shall be subcontracted without the prior written approval of City. Contractor is fully responsible to City for the performance of any and all subcontractors, and Contractor shall monitor and review all work and other services performed by any subcontractor to ensure that all Services performed by such subcontractor comply with the requirements and provisions of this Agreement.

14.0 Prohibition Against Assignment, Transfer or Delegation Contractor shall not assign or transfer this Agreement or any of its rights, obligations or interest in this Agreement, or delegate any of its duties under this Agreement, either in whole or in part, without City's prior written consent, which may be withheld for any reason. Any purported assignment, transfer or delegation without City's consent shall be void and without effect, and shall entitle City to terminate this Agreement.

15.0 Inspection and Audit of Records
Contractor shall maintain complete and accurate records with respect to all Services and other matters covered under this Agreement, including but expressly not limited to, all Services performed, salaries, wages, payroll, 11 of 24
invoices, time cards, cost control sheets, costs, expenses, receipts and other records and Work Product with respect to this Agreement. Contractor shall maintain adequate records on the Services provided in sufficient detail to permit an evaluation of all Services in connection therewith. All such records shall be clearly identified and readily accessible. Upon 24 hours' notice by City, during regular business hours Contractor shall provide City with free access to such records, and the right to examine and audit the same and to make copies and transcripts as City deems necessary, and shall allow inspection of all program data, information, documents, proceedings and activities and all other matters related to the performance of the Services under this Agreement.

Contractor shall retain all financial and program service records and all other records related to the Services and performance of this Agreement for at least three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. City's rights under this Section 15.0 shall survive for three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later.

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

Contractor shall maintain the work sites free of hazards to persons and property resulting from its operations. Contractor shall immediately report to City any hazardous condition noted by Contractor.
17 .0 Insurance
17 .1. General Requirements. Contractor shall not commence work under this Agreement until it has provided evidence satisfactory to City that Contractor has secured all insurance required under this Section.

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

17.2.1. Commercial General Liability Insurance: Contractor shall maintain limits no less than $2,000,000 per occurrence for bodily injury, death, personal injury and property damage; and if Commercial General Liability Insurance or other form with a general aggregate limit is used, the general aggregate limit shall apply separately to this AgreemenUlocation and the general aggregate limit shall be twice the required occurrence limit: Coverage shall be at 12 of 24
least as broad as the latest version of Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001 ). If Contractor is a limited liability company, the commercial general liability coverage shall be amended so that Contractor and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds. 17 .2.2. Automobile Liability Insurance: Contractor shall maintain limits no less than $1,000,000 combined single limit. 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. Professional Liability (or Errors and Omissions) Liability Insurance: Contractor shall maintain professional liability (or errors and omIssIons liability) insurance that covers the Services to be performed in connection with this Agreement, with minimum limits of $1,000,000 per claim/aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement. If a "claims made" policy is provided, then the policy shall be endorsed to provide an extended reporting period of not less than three years.

17.2.4. Workers' Compensation Insurance in the amount required by law; and Employer's Liability: with limits no less than $1,000,000 per accident and in the aggregate for bodily injury or disease.

17.2.5. Contractor's pollution liability insurance. Coverage shall provide for liability arising out of sudden, accidental, and gradual pollution, and remediation. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. All activities contemplated in this agreement shall be specifically scheduled on the policy as "covered operations." The policy shall provide coverage for remediation of the site in the event of an environmental contamination event arising out of the materials, supplies, products, work, operations, or workmanship
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 City.

17.3. Additional Insureds.

17.4.1. For general liability insurance, City, its elected and appointed officials, officers, employees, agents, servants, volunteers and those City agents serving as independent contractors in the role of City officials shall be covered as additional insureds with respect to the services or operations performed by or on behalf of Contractor, including materials, parts or equipment furnished in connection with such work.
13 of 24

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

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

17.4. Cancellations or Modifications to Coverage. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms supplied or approved by City to state: (i) coverage shall not be suspended, voided, reduced or canceled except after 30 days (or ten days for nonpayment) prior written notice by certified mail, return receipt requested, has been given to City; (ii) 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, servants, volunteers, and those City agents serving as independent contractors in the role of City officials.

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

17.6. Separation of Insureds. Each insurance policy 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, servants, volunteers and those City agents serving as independent contractors in the role of City officials.

17.7. Deductibles and Self-Insured Retentions. Any deductibles or selfinsured retentions shall be declared to and approved by City. Contractor guarantees that, at the option of City, either: (i) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City, its elected and appointed officials, officers, employees, agents, servants, volunteers and those City agents serving as independent contractors in the role of City officials; 14 of 24
or (ii) Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses.

17.8. Waiver of Subrogation. Each insurance policy required by this Agreement shall expressly waive the insurer's right of subrogation against City, its elected and appointed officials, officers, employees, agents, servants, volunteers and those City agents serving as independent contractors in the role of City officials. Contractor hereby waives its own right of recovery and all rights of subrogation against City, and shall require similar express written waivers from any subcontractor.

17.9. Enforcement of Agreement Provisions (Non-Estoppel). Contractor acknowledges and agrees that any actual or alleged failure on City's part to inform Contractor of non-compliance with any insurance requirement does not impose additional obligations on City, nor does it waive any rights hereunder.

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

17.11. Evidence of Insurance. Prior to the performance of Services under this Agreement, Contractor shall furnish City with original certificates of insurance and all original endorsements evidencing and effecting the coverages required under this Section on forms satisfactory to and approved by City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by City if requested. Contractor may provide complete, certified copies of all required insurance policies to City. Contractor shall maintain current endorsements on file with City's Risk Manager. All certificates and endorsements shall be received and approved by City before work commences. City reserves the right to require complete, certified copies of all required insurance policies, at any time. Contractor shall also provide proof to City that insurance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Contractor shall furnish such proof at least two weeks prior to the expiration of the coverages. 17 .12. Insurance Requirements Not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage 15 of 24
normall
y provided by any insurance. Speci
fic reference to a g iven coverage
feature is for purposes of clari
fication on l
y as it pertains to a g iven issue and is
not intended by any party or insured to be all inclusive, o r to the exclusion of
other coverage, or a wa iver of any type.
17 .13. Broader Coverage/Highe r Lim i
ts. No representation is made that
the minimum insurance requirements of this Agreement are sufficient to cover the obligations of Contractor under this Agreement. Contractor may also procure and maintai
n, at i
ts own cost and expense, any add i
tional kinds of insurance,
which in its own judgment may be necessary fo r its proper protection and prosecution of the Services. If Contractor maintains broader coverage and/or higher limits than the minimums required above, City requires and shall be ent i
tled to the broader coverage and/or the higher lim i
ts maintained by
Contractor.
17 .14. Timely Notice of Claims. Contracto r shall give City prompt and timely notice of demands or claims made or su i
ts instituted that arse out of or
result from Contractor's performance under this Agreement, and that involve or may involve coverage under any of the required insurance policies. 17 .15. Subcontractor Insurance Requirements/Pass-Through Clause.

Contractor shall require each of its subcontractors that perform Services under this Agreement to maintain insurance coverage that meets all of the requirements of this Section. Contractor agrees to monitor and review all such coverages and assumes all responsibility for ensurng that such coverage is provided in conformity with the requirements of this Section. Contractor agrees to submit all agreements with consultants, subcontractors, and others engaged in the Services upon City's request.

18.0 Indemnification, Hold Harmless, and Duty to Defend

18.1. Indemnities.

18.1.1. To the fullest extent permitted by law, Contractor shall, at its sole cost and expense, protect, defend, hold harmless and indemnify City, its elected and appointed officials, officers, attorneys, agents, employees, volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively "lndemnitees" 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 or 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 "Claims"), in law or equity, whether actual, alleged or threatened, to persons or property, including bodily injury, death, personal injury, and property damage, in any manner arising out of, claimed to arise out of, pertaining to, or relating to any 16 of 24
breach of this Agreement and/or any acts, errors, omIssIons, negligence, or willful misconduct of Contractor, its officers, agents, servants, employees, contractors, subcontractors, materialmen, or suppliers, or their officers, agents, servants or employees (or any entity or individual for whom Contractor shall bear legal liability) in the performance of the Services and/or this Agreement, except to the extent the Claims arise from the sole negligence or willful misconduct of the lndemnitees as determined by final arbitration or court decision or by the agreement of the Parties. Contractor shall defend the lndemnitees in any action or actions filed in connection with any Liabilities with counsel of the lndemnitees' choice, and shall pay all costs and expenses, including all attorneys' fees and experts' costs actually incurred in connection with such defense. Contractor shall reimburse the lndemnitees for any and all legal expenses and costs incurred by the lndemnitees in connection therewith.

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

18.2. Subcontractor Indemnification. Contractor shall obtain executed indemnity agreements with provisions identical to those in this Section 18.0 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Contractor in the performance of this Agreement. If Contractor fails to obtain such indemnity agreements, Contractor shall be fully responsible and indemnify, hold harmless and defend the lndemnitees from and against any and all Claims in law or equity, whether actual, alleged or threatened, arising out of, claimed to arise out of, pertaining to, or relating to any breach of this Agreement, any acts, errors, omissions, negligence or willful misconduct of Contractor's subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual for whom Contractor's subcontractor shall bear the legal liability) in the performance of this Agreement, except to the extent the Claims arise from the sole negligence or willful misconduct of the lndemnitees as determined by final arbitration or court decision or by the agreement of the Parties.

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

18.4. Indemnification Not Limited By Insurance. Procurement of insurance by Contractor is not and shall not be construed as a limitation of Contractor's liability, or as a waiver of or limitation on full performance of 17 of 24
Contractor's duties of defense and indemnification, under this Section 18.0 or under any other provision of this Agreement. Contractor's defense and indemnification obligations under this Agreement 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 lndemnitees as defined in this Section 18.0, and Contractor's defense and indemnification obligations under this Agreement shall not be restricted to insurance proceeds, if any, received by Contractor, City, or any of the other lndemnitees.

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

19.0 Warranty

19.1. Warranty Period. The Services shall be warranted by Contractor against defective materials and workmanship for a period of one year. The warranty period shall start on the date the work is completed as determined by the Project Administrator.

19.1. Commencement. The warranty period for specific items covered under manufacturers' or suppliers' warranties shall commence on the date they are placed into service at the direction of or as approved by the City Representative in writing.

19.2. Assignment. All warranties, express or implied, from subcontractors, manufacturers, or suppliers, of any tier, for the materials furnished and work performed shall be assigned, in writing, to City, and such warranties shall be delivered to the City Representative prior to acceptance of Contractor's performance of the Agreement.

19.3. Warranty Obligation. Contractor shall re-perform any defective work, and replace or repair any defective materials, in a manner satisfactory to the City Representative, after notice to do so from the City Representative, and within the time specified in the notice. If Contractor fails to re-perform the work or make such replacement or repairs within the time specified in the notice, City may perform the work, replacement or repairs at Contractor's expense.

Contractor shall promptly pay any invoice for such work, repair or replacement.

This Section shall survive expiration and/or termination of this Agreement.

20.0 Non-Discrimination and Equal Employment Opportunity Contractor affirmatively represents that it is an equal opportunity employer. In the performance of this Agreement, Contractor shall not discriminate, harass or retaliate against any of its employees, applicants for employment, contractors or subcontractors because of race, religion, color, national origin, handicap, ancestry, sex, gender, sexual orientation, gender identity, gender expression, 18 of 24
marital status, ancestry, age, physical disability, mental disability, medical condition, genetic information, military or veteran status, or any other basis prohibited by law. Contractor further covenants that in the performance of this Agreement, Contractor shall not discriminate, harass or retaliate against City of any of City's elected or appointed officials, officers, employees, agents, servants, volunteers, those City agents serving as independent contractors in the role of City officials, consultants, contractors, subcontractors, or subconsultants, on any basis prohibited by law.

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

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

23.0 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.

24.0 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.

25.0 Government Code Claim Compliance
In addition to any and all requirements of this Agreement pertaining to notices of and requests for compensation or payment for extra work, additional services, disputed work, claims and/or changed conditions, Contractor must comply with the claim procedures set forth in Government Code Section 900 et seq. prior to filing any lawsuit against City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to 19 of 24
those matters that remain unresolved after all procedures pertaining to extra work, additional services, disputed work, claims, and/or changed conditions have been followed by Contractor. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Contractor shall be barred from bringing and maintaining a lawsuit against City.

26.0 Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Orange County, California, shall be the venue for any action or proceeding that may be brought by reason of, that arises out of, and/or relates to any dispute under any provision of this Agreement (whether contract, tort or both).

27.0 Non-Exclusive Agreement
City reserves the right to employ or retain any other contractors in connection with the Services.

28.0 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.

29.0 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 (i) effective unless it is in writing and signed by the Party making the waiver, (ii) deemed to be a waiver of, or consent to, any other breach, failure of a condition, or right or remedy, or (iii) deemed to constitute a continuing waiver unless the writing expressly so states.

30.0 Prohibited Interests; Conflict of Interest

30.1. Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. 20 of 24
Contractor further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Contractor shall avoid the appearance of having any interest, which would conflict in any manne r w
i
th the performance of the Services. Contractor shall not accept any employment o
r representation during the term of this Agreement which is or may like ly make Contractor "financiall
y interested" (as provided in Cal
i
fornia
Government Code §§ 1090 and 87100) n any decision made by C i
ty on any
matter in connection w
i
th which Contracto r has been retained.

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

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

31.0 Final Payment Acceptance Constitutes Release
The acceptance by Contractor of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Contractor for anything done, furnished or relating to Contractor's work or services. Acceptance of payment shall be any negotiation of City's check or the failure to make a written extra compensation claim within ten calendar days of the receipt of that check. However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Contractor, its employees, subcontractors and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Contractor, its employees, subcontractors and agents.
21 of 24

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

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

34.0 Mutual Cooperation

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

34.5. Contractor's Cooperation. Contractor agrees to work closely and cooperate fully with City's representative and any other agencies that may have jurisdiction or interest in the Services to be performed. In the event any claim or action is brought against City relating to Contractor's performance of Services rendered under this Agreement, Contractor shall render any reasonable assistance that City requires.

35.0 Time of 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.

36.0 Attorneys' Fees
If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from 22 of 24
the losing party all of its attorneys' fees and other costs incurred in connection therewith.

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

38.0 Recitals
City and Contractor acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement.

39.0 Corporate Authority
The person executing this Agreement on behalf of Contractor warrants that he or she is duly authorized to execute this Agreement on behalf of said party and that by his or her execution, the Contractor is formally bound to the provisions of this Agreement.
[signatures on following page)
23 of 24
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:

Patrick Gallegos, Interim City
Manager
Attest:

By:

Gloria D. Harper, City Clerk
::
prov:u�
Nicholas Ghirelli, City Attorney
By: �...£2_
Name: \.l...\ 1-'Y\� '::\ �
Its: �c �4 / pr,-�vn.¥
(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.)
24 of 24

Agenda Item F

AGENDA STAFF REPORT
DATE: April 28, 2025
TO: Honorable Mayor and City Council
THRU: Patrick Gallegos, Interim City Manager
FROM: Iris Lee, Director of Public Works
SUBJECT: Approving and Authorizing the Second Amendment to the Waste Disposal Agreement
________________________________________________________________ SUMMARY OF REQUEST:

That the City Council adopt Resolution 7635:

1. Approving the Second Amendment to the Waste Disposal Agreement between the County of Orange and the City of Seal Beach to extend the term to June 30, 2026 and establish new contract rates; and,

2. Authorizing and directing the Interim City Manager to execute the Amendment.

BACKGROUND AND ANALYSIS:

Solid waste disposal at Orange County (County) landfills is governed by a Waste Disposal Agreement (WDA) under which cities and sanitary districts agree to exclusively deposit certain waste at the County’s landfills in exchange for low and stable disposal rates. The current WDA was entered into in 2009 and subsequently amended to extend the term through June 30, 2025.

In January 2022, Orange County Waste & Recycling (OCW&R) notified cities of its intent to revise the WDA to align with legislative requirements such as Senate Bill 1383, which requires local governments to divert organic waste, such as food scraps and landscaping waste, away from the landfills. OCW&R presented a proposed successor agreement to the WDA, titled the Waste Infrastructure System Enhancement (WISE) agreement, in November 2024.

The WISE agreement proposed increasing the landfill disposal rate from $42.65 to $82 per ton (a 92.3% increase). It also proposed a rebate program for composted organic waste and an allocation of capital expenditures for organics recycling infrastructure at County landfills.

Page 2 ends

The Orange County City Manager Association (OCCMA) formed a committee in December 2024 to negotiate the WISE agreement terms and requested an extension of the current WDA to allow time for such negotiations.

OCW&R has agreed to the OCCMA’s proposed amendment (Second Amendment), which provides a 12-month extended term under the current WDA and a 2.6% disposal fee increase, per the escalation formula in the current WDA.

The extended term will allow stakeholders to conduct due diligence on a successor agreement to the WDA as well as evaluate costs, infrastructure plans, and future fee adjustments.

The City finds that executing the Second Amendment is in the public interest since it will ensure stable disposal rates and collaboration between all cities/sanitary districts in Orange County for an additional year.

ENVIRONMENTAL IMPACT:

This item is not subject to the California Environmental Quality Act (CEQA) pursuant to Section 15061(b)(3) of the state CEQA Guidelines because it can be seen with certainty that approval of an agreement amendment with the County of Orange will not have a significant impact on the environment.

LEGAL ANALYSIS:

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

FINANCIAL IMPACT:

The extended term contract rate of $43.76 per ton will be effective on July 1, 2025.

This represents a 2.6% increase from the current rate of $42.65 and is consistent with the current Agreement terms. It will be reflected as a pass-through rate for the solid waste collection accounts. Appropriations and revenues will be included in the proposed FY 2025-2026 budget.

STRATEGIC PLAN:

This item is not applicable to the Strategic Plan.

RECOMMENDATION:

That the City Council adopt Resolution 7635:

1. Approving the Second Amendment to the Waste Disposal Agreement between the County of Orange and the City of Seal Beach to extend the term to June 30, 2026 and establish new contract rates; and,

Page 3 ends

2. Authorizing and directing the Interim City Manager to execute the Amendment.

SUBMITTED BY: NOTED AND APPROVED:

Iris Lee Patrick Gallegos
Iris Lee, Director of Public Works Patrick Gallegos, Interim City Manager Prepared by: Lauren Barich, Management Analyst
ATTACHMENTS:

A. Resolution 7635
B. Second Amendment to Current Waste Disposal Agreement RESOLUTION 7635

A RESOLUTION OF THE SEAL BEACH CITY COUNCIL

APPROVING AND AUTHORIZING THE INTERIM CITY MANAGER

TO EXECUTE THE SECOND AMENDMENT TO THE WASTE

DISPOSAL AGREEMENT WITH THE COUNTY OF ORANGE
WHEREAS, solid waste disposal at Orange County landfills is governed by a Waste Disposal Agreement (WDA) under which cities and sanitary districts agree to exclusively deposit certain waste at the County of Orange’s landfills in exchange for low and stable disposal rates; and,
WHEREAS, the current WDA was entered into in 2009 and expires on June 30, 2025; and,
WHEREAS, the County of Orange (County) proposed a successor agreement to the WDA, titled the Waste Infrastructure System Enhancement (WISE) agreement in November 2024; and,
WHEREAS, the Orange County City Manager Association (OCCMA) formed a committee in December 2024 to negotiate the successor agreement to the WDA; and,
WHEREAS, OCCMA requested, and the County agreed, to a 12-month extension to the current WDA (Extended Term) and establish the contract rate for the Extended Term (Second Amendment); and,
WHEREAS, the City finds that executing the Second Amendment is in the public interest since it will ensure stable disposal rates and collaboration between all cities/sanitary districts in Orange County for an additional year.

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

SECTION 1. The City Council hereby approves the Second Amendment to the Waste Disposal Agreement between the County of Orange and the City to extend the term to June 30, 2026, and establish a new contract rate during the extended term.

SECTION 2. The City Council hereby authorizes and directs the Interim City Manager to execute the Second Amendment.

PASSED, APPROVED AND ADOPTED by the Seal Beach City Council at a regular meeting held on the 28th day of April 2025 by the following vote:

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

Lisa Landau, 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 7635 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 28th day of April 2025.

Gloria D. Harper, City Clerk

Page 1 of 5 ends

SECOND AMENDMENT TO WASTE DISPOSAL AGREEMENT
Between

THE COUNTY OF ORANGE, CALIFORNIA
and the

CITY OF SEAL BEACH
June 30, 2025
County Amendment Authorization Date
_________________, 2025
County Notice Address:

Director, OC Waste & Recycling
601 N. Ross Street
5 th Floor
Santa Ana, CA 92701
City Amendment Authorization Date
____________________, 2025
City Notice Address:

City of Seal Beach
Attn: Patrick Gallegos, Interim City Manager
211 8th Street
Seal Beach, CA 90740

Page 2 of 5 ends

SECOND AMENDMENT TO WASTE DISPOSAL AGREEMENT
THIS SECOND AMENDMENT TO THE WASTE DISPOSAL AGREEMENT (“Second Amendment”) is made and dated as of the date indicated on the cover page hereof between the County of Orange, a political subdivision of the State of California (the “County”), and the City (general law, charter or other), Special District or Sanitary District designated on the cover page of this Agreement and party to this Agreement.(the “City”).

RECITALS
The County owns, manages, and operates a Waste Infrastructure System to manage municipal and solid waste generated within Orange County, California or imported from outside Orange County, California pursuant to contractual agreements (hereafter used referred to as “Disposal System” or “Waste Infrastructure System”). The Waste Infrastructure System collectively includes active Class III sanitary landfills (“County Landfills”), resource recovery, recycling and organics programs, infrastructure and operations, and regional household hazardous waste collection centers and other waste management related systems as may be deemed necessary by the County.

The County is also responsible for the long-term management of 20 closed landfills as required under Applicable Law.

County Landfills are used for the management of municipal solid waste pursuant to legislation including, but not limited to, the California Integrated Waste Management Act of 1989 (Division 30 of the California Public Resources Code) (the “Act”) and the Short-lived Climate Pollutants Reduction Act (“SB 1383”). County Landfills are also subject to other state and federal regulations designed to ensure that landfill operations minimize the impacts to public health and safety and the environment.

The City, in the exercise of its police power, its powers under the Act, and other Applicable Law, has entered into a franchise or other agreement with or issued permits or licenses to one or more private haulers for the collection, recycling, diversion, and disposal of municipal solid waste generated within the City.

The City and the County have historically provided for the management of municipal solid waste through Waste Disposal Agreements (“WDAs”), wherein the County agreed to provide disposal capacity for waste generated in the City, and the City agreed to deliver or cause the delivery of waste generated in the City to the Disposal System, as more specifically set forth in, and subject to the terms and conditions of the WDAs. In 2009, the Parties entered into a new WDA (referred to as the “Original WDA”). In 2016, the Original WDA was amended by the Parties (“First Amendment”), whereby the Parties updated certain terms and extended the term through June 30, 2025. (The Original WDA and its corresponding First Amendment are referred to in this Second Amendment as the “Current WDA”.) In response to passage of several pieces of legislation that require significant reductions in the disposal of organic waste, and in light of the approaching expiration of the Current WDA, the County held two City Manager Summits in November 2024 proposing terms of a new WDA.

The Orange County City Manager Association (“OCCMA”) has established a Committee (“OCCMA Committee”) including representatives of cities and sanitary districts to review the terms of the proposed new WDA. The OCCMA Committee requested a 12-month extension of the Current WDA to allow for additional time to negotiate mutually agreeable terms for a new WDA, and obtain approval from the respective

Page 3 of 5 ends

governing bodies. The County is agreeable to OCCMA’s requested extension to the Current WDA on terms as provided in this Second Amendment.

The City has determined that the execution of this Second Amendment by the City is in the best interest of the City and will serve the public health, safety, and welfare by continuing the waste disposal services historically provided under the Current WDA while the Parties: (1) engage in due diligence related to a new WDA, in order for the City to evaluate the cost/benefit of a new WDA, which is expected to include the City and OCCMA obtaining more comprehensive and detailed information on the County’s plans for infrastructure expansion and improvements, the financial and operational conditions of the existing Waste Infrastructure System, and the components, timing, and procedures for future contract fee increases; and, (2) negotiate the terms and conditions of a new WDA.

The County has determined that the execution by the County of this Second Amendment will serve the public health, safety, and welfare by continuing to provide a stable, predictable, and reliable supply of municipal solid waste and the resulting service payment revenue to the Disposal System, while the Parties exchange information and conduct negotiations with the County goal of ensuring that any negotiated Contract Rate in the new WDA covers the full cost of operations and infrastructure O&M and development needed to ensure indemnification and regulatory compliance..

Official action approving this Second Amendment and determining it to be in the public interest and authorizing its execution and delivery was duly taken by the City on the City authorization date indicated on the cover page hereof.

Official action approving this Second Amendment and determining it to be in the public interest and authorizing its execution and delivery was duly taken by the County on the County authorization date indicated on the cover page hereof.

It is, therefore, agreed as follows:

1. Extended Term.
(a) Section 6.1 (A) of the Current WDA is deleted in its entirety and replaced with the following:
“Extended Term. This Agreement shall continue in full force and effect until 11:59 p.m. on June 30, 2026 (the “Extended Term”), unless earlier terminated in accordance with its terms, in which event the Extended Term shall be deemed to have expired as of the date of such termination.” (b) Section 6.1 (B) is deleted in its entirety.
(c) Section 6.1 (C) of the Current WDA is deleted in its entirety and replaced with the following:
“Contract Rate Negotiations During Extended Term. If the Orange County City Manager Association’s committee tasked with negotiating the terms of a successor to this Agreement with the County and recommending approval of the same to the Parties (the “Committee”) and the County have not reached mutually agreeable terms of a successor to this Agreement including, but not limited to, proposed revisions to the Contract Rate, by September 30, 2025, the County shall, and it is expected that the Committee will provide, updates to all Participating Cities, and their respective governing bodies as may be deemed necessary, regarding the status of negotiations on a monthly basis until mutually agreeable terms are reached or the Extended Term expires.”

Page 4 of 5 ends

In recommending any revisions to the Contract Rate, in addition to the circumstances described in Section 4.2(A), the Committee and County may take into consideration factors including, but not limited to, the following:
(i) actual cost of operations;
(ii) population growth;
(iii) increase or decrease in available tonnage;
(iv) economic and disposal market conditions in the Southern California region; (v) changes in transportation and technology;
(vi) changes in transportation costs;
(vii) closure and expansion of nearby landfills;
(viii) capacity of the Disposal System;
(ix) long-term infrastructure needs; and
(x) available reserves which are in excess of the amount reasonably required as reserves. (d) Appendix 2 of the Current WDA is deleted in its entirety and replaced with the following:

APPENDIX 2
Cumulative County Acceptable Waste Tonnage Target to be Used for Purposes of Section 4.2(B) Fiscal Year County Acceptable Waste Tonnage Cumulative County Acceptable Waste Tonnage FY 2025-26 3,166,659 3,166,659

2. Contract Rate.
(a) The first paragraph of Section 4.2(A) of the Current WDA is deleted in its entirety and replaced with the following:
“(A) Establishment of Contract Rate. During the Extended Term, the Contract Rate payable by each Franchise Hauler shall be $43.76 per ton, contingent on the delivery to the Disposal System of an amount of Acceptable Waste at least equal to the Cumulative Tonnage Targets identified in Appendix 2, and subject to adjustment necessary to reflect the circumstances set forth in this Section 4.2, subjections (i) through (z).”
Note: Subsections (i) through (z) found in the Current WDA remain unchanged.

3. Effectiveness of Second Amendment.

The provisions of this Second Amendment shall not become effective unless and until this Second Amendment has been executed by the County and all of the Participating Cities, and shall become effective once that occurs.

Page 5 of 5 ends

4. Representations and Warranties of the Parties.

Each of the parties to this Second Amendment represent and warrant that it is a political subdivision of the State of California validly existing under the Constitution and laws of the State and that it has duly authorized the execution and delivery of this Second Amendment to each other party.

5. Remaining Terms.

All other terms and conditions of the Current WDA not specifically changed by this Second Amendment, shall remain in full force and effect.

IN WITNESS WHEREOF, COUNTY and CITY have caused this Second Amendment to be executed by their duly authorized officers or representatives as of the day and year first above written.

County of Orange
By _______________________________
Director, OC Waste & Recycling
Date _____________________
Approved as to Form
By _______________________________
County Counsel
Date _____________________
City of Seal Beach
By _______________________________
Interim City Manager
Date _____________________
Approved as to Form
By _______________________________
City Attorney
Date _____________________
April 23, 2025

Seal Beach City CouncilApril 28, 2025

Seal Beach City Council
April 28, 2025