Seal Beach City Council
August 11, 2025

A G E N D A

MEETING OF THE CITY COUNCIL
Monday, August 11, 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
• Service Clubs Month Proclamation – September 2025

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 the 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.

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, City Manager

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

COUNCIL ITEMS
A. Housing Element Update - Receive and file.

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

B. Approval of the City Council Minutes - That the City Council approve the minutes of the Closed Session and Regular City Council meeting held on July 28, 2025.

C. Demand on City Treasury (Fiscal Year 2026) - Ratification.

D. Notice of Completion for the Arterial Paving Program, Seal Beach Boulevard from Westminster Avenue to North Gate Road, CIP O-ST-3 - That the City Council adopt Resolution 7681: 1. Accepting the Arterial Paving Program, Seal Beach Boulevard from Westminster Avenue to North Gate Road, CIP O-ST-3, by All American Asphalt in amount of $1,421,646.41; 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. Amendments to Professional Service Agreements with Lisa Wise Consulting, Inc. - That the City Council adopt Resolution 7682: 1. Approving Amendment 2 to Professional Service Agreement with Lisa Wise Consulting, Inc., to provide professional services related to the 2021-2029 Housing Element Update, extending the term to December 31, 2025; and, 2. Approving Amendment 2 to Professional Service Agreement with Lisa Wise Consulting, Inc., to provide professional services revising portions of Title 11 of the Municipal Code to implement the 2021-2029 Housing Element, extending the term to December 31, 2025; and, 3. Authorizing the City Manager to execute each Amendment on behalf of the City.

F. Amendment 2 to the Professional Services Agreement with Stantec Consulting Services, Inc. - That the City Council adopt Resolution 7683: 1.

Approving Amendment 2 to the Professional Services Agreement with Stantec Consulting Services, Inc., extending the term to December 31, 2025; and, 2.

Directing the City Manager to execute Amendment 2 on behalf of the City.

G. Amendment 3 to the Professional Services Agreement with Holistic System Integration Solutions - That the City Council adopt Resolution 7684:

1. Approving Amendment 3 to the Professional Services Agreement with Holistic System Integration Solutions to approve an increase in compensation of $15,000 for continued post-implementation support of Tyler Technologies’ Enterprise Permitting and Licensing (EPL) Land Management Software System for a revised total not-to-exceed amount of $35,000; and, 2. Directing the City Manager to execute Amendment 3 on behalf of the City.

ITEMS REMOVED FROM THE CONSENT CALENDAR

PUBLIC HEARING
H. Proposition 218 Protest Public Hearing – Water Rate and Sewer Rate Adjustments - 1. That the City Council conduct a public hearing to accept comments on the proposed water and sewer rate adjustments; and, 2. Upon the conclusion of the public hearing, that the City Council adopt Resolution 7668 responding to timely filed written objections to the proposed water and sewer rates pursuant to the requirements of Assembly Bill 2257; and, 3. Upon the conclusion of the public hearing, provided a majority protest against the proposed water rates does not exist, that City Council adopt Resolution 7669 establishing the water rates, effective August 1, 2025; and, 4. Upon the conclusion of the public hearing, provided a majority protest against the proposed sewer rates does not exist, that City Council adopt Resolution 7670 establishing the sewer rates, effective August 1, 2025; and, 5. Receive and file the Water and Wastewater Financial Plan and Rate Study, prepared by Raftelis Financial Consultants, Inc., dated June 17, 2025, as presented to the City Council at this meeting and on file in the office of the City Clerk.

UNFINISHED / CONTINUED BUSINESS – None
NEW BUSINESS – None

ADJOURNMENT
Adjourn the City Council in memory of Seal Beach Resident and Community Member Nicole Stewart to Monday, September 8, 2025 at 5:30 p.m. to meet in closed session, if deemed necessary.

Note: The August 25, 2025 City Council Meeting has been cancelled.

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.

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

I Just Think The Water Thing Is Inevitable. The City Is Being Forced To Ship In Water At High Cost Already. I Am Concerned About The Well Closest To The Coast Due To Saltwater Intrusion, So I Hope That Is Not A Bad Investment In The Longer Term Future. I Am Concerned With The Burden On College Park East's Water System Given The New Developments In Los Alamitos And The Proposed Development In The Seal Beach Housing Element. I Am Sad If Any Leisure World Resident Truly Cannot Afford The Water Increases Rather Than Simply Being Inconvenienced. Is There Potential To Micro-finance Scholarships Or Grants To Residents In Need? I Agree With My Neighbor That The Naval Weapons Station Is Not Contributing Equally When You Really Think About Water Rates And Land Development Potential. I Do Not Attribute Malice As They Are Clearly Busy Doing Their Own Thing. Could My Proposed Medical Facility Be A Beneficial Solution For All Parties? Does Anyone Else Have Any Big Picture Proposals/Ideas They Are Willing To Share In City Council Meetings? For The Water Thing, I Would Have Liked To See Words Like InterDistrict Equity Guarantee Or Rate Stabilization Reserve To Make Residents Feel More Comfortable.

Inter District Equity Guarantee: Embedding a pro rata surplus sharing covenant in the master service agreement automatically redistributes any revenues above debt service, reserve targets, and operating margins among the five co located districts based on their proportional usage, with annual reconciliation overseen by a joint technical committee.

Rate Stabilization Reserve: Establishing a dedicated reserve that requires deposits of revenues exceeding budgeted expenses, debt obligations, and a modest operating margin smooths customer rates across fiscal cycles, with withdrawals for rate relief, capital needs, or emergencies authorized by supermajority board vote and disclosed in an annual public report.

Could The Anduril And Saronic Technologies Be Used in dual purpose civilian/military cooperation? For Example, cleaning up the garbage in the San Gabriel River or shipping sand onto our beaches? Surely, this would benefit them as well being able to collect data mapping the coast/have clearer lines of sight/go through training exercises pretending the trash is a target/shipping aid across the world/etc.

I See And Appreciate How The City Council Agenda Is Clickable And Goes To The Timestamp Where The Item Was Addressed In The City Council Meeting Video. Thank You.

Both Republicans And Democrats Weaponize Terrible Processes For Their Own Propaganda Rather Than Fixing The Process Itself.

This is How Blockchain Could End Voter Fraud Forever (14:19) - Charles Hoskinson & Shaun Ryan
https://www.youtube.com/watch?v=8rt_up6Yrgg
The Guiding and Establishing National Innovation for U.S. Stablecoins Act https://en.wikipedia.org/wiki/GENIUS_Act
Money Talks - David Graeber
https://www.youtube.com/watch?v=s0sGWsZIWbU
David Graeber on a Fair Future Economy
https://www.youtube.com/watch?v=7YynqVvgZYI
Secrecy strategies: Global patterns in elites’ quest for confidentiality in offshore finance https://journals.plos.org/plosone/article?id=10.1371/journal.pone.0326228 build your own encrypted, off-grid radio network with the Hytera HR652 DMR repeater https://www.youtube.com/watch?v=JntdvDhmx8I
there's already a uci health in los alamitos, maybe they would be open to contributing to building something across the street from leisure world with navy, csulb, and tongva/kizh/gabrielino holistically
https://news.uci.edu/2025/07/21/uc-irvine-tapped-to-bring-psychedelic-therapyeducation-to-nursing-students/ This company in santa cruz/watsonville grows sungrown and greenhouse with very affordable prices; i have not tried their product yet myself so I can't give my cosign, but they also grow blueberries and potentially other crops with a holistic approach https://www.coastalsunfarm.com/
Gavin Newsom - Governor of California | SRS #218 @2:12:52 Psychedelics Discussion (Medical Supervision Alone Being Treated As The Ideal Solution Without Decriminalization Is Dangerously Uninformed And Destroys The Possibility Of Holistic Societal Healing - Look At The State Of Our Medical System Currently, Look At The Criminality Of The Pharmaceutical Industry, Look How Unaffordable/Long The Waitlist Is For Treatment In Oregon - Why Should The Same Mental Health Providers/Government Who Have Largely Pushed Extended Use Of Antidepressants/Benzodiazepines/ADHD/Etc. And Created A Terrible Legal Cannabis Regulatory Framework Be Rewarded For Their Ineffective Treatment Strategies? How Will The Current Medical System Help Someone Integrate A Religious Experience? Religion, Local, And Native Culture/Ecology Must Be Involved. I Think There Is A Dangerous Faction That Want To Make A New “Scientific” Priestly Class Of Perennialists With Exclusive, Expensive Degrees/Programs Sanctioning Legal Access To Entheogens. They Are Not Religion.)
https://www.youtube.com/watch?v=5BBq3Q_fHSU
https://www.psychedelicpassage.com/
(Sinfully Scientifically Named) Psilocybe Allenii – Observed Growing Naturally In Anaheim, California (Gabrieleño Tribal Territory) https://www.inaturalist.org/observations/243703004 (Sinfully Scientifically Named) Psilocybe Ovoideocystidiata – Observed Growing Naturally In Huntington Beach, California (Gabrieleño Tribal Territory) https://www.inaturalist.org/observations/267154893
(Sinfully Scientifically Named) Psilocybe Allenii – Observed Growing Naturally In Los Angeles, California (Gabrieleño Tribal Territory)
https://www.inaturalist.org/observations/4676262
(Sinfully Scientifically Named) Psilocybe Cyanescens – Observed Growing Naturally In Los Angeles, California (Gabrieleño Tribal Territory)
https://www.inaturalist.org/observations/41867522
Psychedelic Mushrooms in Africa - Hamilton Morris
https://www.youtube.com/watch?v=dPs4sr1aeoY
The country’s first mushroom casket was buried last week in rural Maine https://www.pressherald.com/2025/06/04/the-countrys-first-mushroom-casket-wasburied-last-week-in-rural-maine/ Weed & Wine (FULL FILM)https://www.youtube.com/watch?v=RbU1p2-Q2m0 Is There A Darkness Retreat In Seal Beach? This Could Be Healing For Local First Responders/Military/Elderly/Mental Health/Explorers/Etc.

1. If Darkness Retreats Produce DMT, Have You Given Thought To DMTx In Relation To The 9 Month Darkness Of The Womb?

2. Given DMT's Effect On Neuroplasticity And The Environment's Effects On Epigenetic Inheritance, Could DMT Be The Substrate Through Which The Environment Communicates Non-sensory/Extrasensory Information For The Developing Fetus? ビシビシ
JO8N
On Monday, July 14th, 2025 at 3:05 PM, JO8N <[email protected]> wrote:
“Real-time opportunities for the public to address the board are required” - Even Though AB 2449 Is Addressing Teleconferencing, “Real-time” Applies To In Person Attendance As Well.
https://www.rwglaw.com/media/publication/102_Nick%20-
%20CSDA%20Article%20AB%202449.pdf
Is There An Up To Date Attorney Contract With Hourly Rate Available? Regardless, I Think It Should Be Re-negotiated To Include Additional Extra Hours Free Of Charge To Exclusively Pursue Creative Legal Frameworks Given Public AI Legal Tools To Roughly Sketch And The Uniquely Local Opportunities The City Can Provide (Regulatory Innovation, Adaptive Governance, Municipal Entrepreneurship, Legal Entrepreneurship, Home-Rule Experimentation, Regulatory Sandboxing, Collaborative Lawmaking, Strategic Preemption Navigation, Outcome-Based Regulation, Interjurisdictional Micro-Grants, Etc.). Is The Contract With The Firm, Not The Specific Attorney? If So, I Think The City Should Also Pursue These Creative Legal Frameworks With Access To The Entire Firm’s Staff. https://www.sealbeachca.gov/Portals/0/Documents/Human%20Resources/Labor%20Agr eements/City%20Attorney%20Contract.pdf?ver=2020-06-12-080752-477 We don't know what's happening with forests: ESA Imaging Satellite https://www.youtube.com/watch?v=YfqvsVgtThQ
https://www.esa.int/Applications/Observing_the_Earth/Space_for_our_climate/ESA_unveil s_longest-ever_dataset_on_forest_biomass
How Water Makes This Town Flood-Proof | WSJ Pro Perfected https://www.youtube.com/watch?v=-mv_IiESpyY
What is Going on with California’s Water!?
https://www.youtube.com/watch?v=gVaQiEkSkFY
Could Puquios/Qanat be used in our modern water systems? https://en.wikipedia.org/wiki/Puquios https://en.wikipedia.org/wiki/Qanat Is there any risk of saltwater intrusion into our well, as over pumping in northern california has caused?
https://cawaterlibrary.net/document/increasing-threat-of-coastal-groundwater-hazardsfrom-sea-level-rise-in-california/ Sage Pressure Geothermal Energy - Able To Use Old Oil Wells Like In Seal Beach? https://www.youtube.com/watch?v=j4gLxHTqdX4
Fervo Energy Announces Technology Breakthrough in Next-Generation Geothermal 2023 https://fervoenergy.com/fervo-energy-announces-technology-breakthrough-in-nextgeneration-geothermal/ Panthalassa Ocean-2, a full-scale prototype deployed off the Washington coast scalable to Terrawatts
https://www.youtube.com/watch?v=Q7Pmgq2JKbI
2025: The end of our world as we know it | Peter Leyden (I agree with the premise, but i disagree with his conclusion; I think its financial capitalism —> universal basic income fixing time poverty for government participation creating more fair capitalism; representative democracy —> direct liquid democracy with no one getting to write their name on the ballot decreasing power of parties/political action commitees; and nation states —> global psychedelic religions forming a global first amendment, which the state must submit to, Under GOD)
https://www.youtube.com/watch?v=-zoCpFfOH04
Our City Council Should Be Voting To Make Political Proclamations With All 5 In Agreement Like: Massive, thousand page omnibus appropriations bills from Democrats And Republicans undermine transparency by denying both members and the public adequate time to review each provision—and to understand how special interest PAC funding or donor commitments may have shaped them (GovExec). Critics note that this “broken” process, in which Congress bundles dozens of unrelated measures into a single package, precludes meaningful public input and masks the true costs and influences behind each policy choice (Manhattan Institute).
https://www.govexec.com/management/2025/05/top-democrats-congress-decry-whitehouse-lack-transparency-spending-plans/405643/ https://manhattan.institute/article/the-omnibus-spending-bill-is-symptomatic-of-abroken-congress How "Non-Profits" Are Scamming America -501c3 501c4 527 PAC, NGOs Lose 5% To Fraud https://www.youtube.com/watch?v=5ZmvQcq0yP0
Foreign Agents Registration Act
https://www.justice.gov/nsd-fara
Rep. Massie Introduces Legislation Requiring Political Candidates to Disclose Dual Citizenship
https://massie.house.gov/news/documentsingle.aspx?DocumentID=395713 Nuclear Information Project with the Federation of American Scientists in Washington, DC On Israel; stockpile of roughly 90 warheads ; not part of the Non Proliferation Treaty and does not undergo UN inspection????????
https://thebulletin.org/premium/2022-01/nuclear-notebook-israeli-nuclear-weapons2022/ Departments Should Be More Integrated Rather Than Fighting For Budget - Polymaths - I Propose once a week/month (day can be voted on), department to department trade of staff members - (pay is the same for the staff members, and in any emergency, everyone goes back to their rightful place); also, a once a month where department heads bring up one problem/innovation they are stuck/interested in, and the other department heads have to give their opinions through the perspective of that specific department head as if it is a debate and they are for it and the specific department head must act as if they are against it
https://www.bbc.com/worklife/article/20191118-what-shapes-a-polymath---and-do-weneed-them-more-than-ever UNODC World Drug Report 2025: Global instability compounding social, economic and security costs of the world drug problem
https://www.unodc.org/unodc/press/releases/2025/June/unodc-world-drug-report-2025_- global-instability-compounding-social--economic-and-security-costs-of-the-world-drugproblem.html Typo Pg 19
https://www.unodc.org/documents/data-andanalysis/WDR_2025/WDR25_B1_Key_findings.pdf World Drug Report 2025
https://www.unodc.org/unodc/en/data-and-analysis/world-drug-report-2025.html Overprescribed Youth “ADHD Treatment” In The United States Is A Gateway To Methamphetamine/Amphetamine/Cocaine IMO
https://www.adhdadvisor.org/learn/adhd-statistics-and-facts https://www.cdc.gov/mmwr/volumes/72/wr/mm7213a1.htm
The Crumbling Business of Marijuana - (Seal Beach Sun Grown On Kizh/Tongva/Gabrielino Land With Locals/Natives, Only City Tax No State/Federal Ever, Limited Designated Smoking/Consumption Cafe Locations, And Consumption Laws Equal To Alcohol In Restaurants —> Native/Locally Grown Entheogens With Veteran/Active Duty Therapy For Naval Weapons Station, End Of Life Palliative Care For Leisure World, And Working With Cal State Long Beach Researchers)
https://www.youtube.com/watch?v=niQ7mk13xew
Programming Using AI
https://v0.dev/
Erebor Crypto Bank - USD Stablecoin for Seal Beach City overseen by Seal Beach Police creating unmatched security with biometric confirmation only to be usable for shopping locally, especially secure for vulnerable Leisure World residents —> have ownership of all local data storage able to be leveraged —> using same underlying technology, have separate local resident political system to eventually have direct liquid democracy https://www.reuters.com/business/tech-billionaires-led-by-palmer-luckey-launch-newbank-rival-svb-ft-reports-2025-07-02/ building on social media sites is on rented land vs building on email/city website is on land you own —> same goes for data storage
An open source, off-grid, decentralized, mesh network built to run on affordable, lowpower devices (Uses bluetooth I believe; possible use in emergencies?) https://meshtastic.org/
Harvard Professor Explains The Rules of Writing — Steven Pinker https://www.youtube.com/watch?v=nBQPnvmaNcE
Money Did Not Come From Barter - It Came From Blood Feuds- L. Randall Wray https://www.youtube.com/watch?v=X-D5FERQzU4
Why Mushrooms are Starting to Replace Some Things
https://www.youtube.com/watch?v=jI2LC3WTryw
‘Too Much Going On’: Autistic Adults Overwhelmed by Nonverbal Social Cues https://drexel.edu/news/archive/2025/July/Autistic-Adults-Overwhelmed-by-NonverbalSocial-Cues JO8N
On Monday, July 14th, 2025 at 2:49 PM, JO8N <[email protected]> wrote:

Dear GOD:

I Write To Notify The Seal Beach People Of Multiple Serious Legal Violations Committed By Attorney And Police During Multiple Seal Beach City Council Meetings, And To Demand Immediate Remedial Action. My Claims Are Fully Documented By Audio/Video Recordings, Public Eyewitnesses, And Written Correspondence. I Request A Written Response Immediately From The Date Of This Letter, As You Have Ignored All My Previous Email Requests For Response, In Denial Of THE SPIRIT.

I. Constitutional Violations – Police Intimidation And Chilling Of Free Speech

1. Police Intimidation Violating My 1st Amendment Right By Chilling Free Speech At Public Assemblies Repeatedly Due To Viewpoint Discrimination Before/During My Public Comments Has Been Taking Place For Years:
(A) Directing An Officer To Use A Police Dog To Specifically Target My Person/Belongings/Scent Without A Warrant Or Reasonable Suspicion Of A Crime Additionally Violating My 4th Amendment Right,
(B) Directing An Officer To Move Behind The Sight Line Of The Camera To Sit In The Public Audience Exactly When I Gave My Public Comment,
(C) Physically Moving Directly Next To My Person In The Public Audience Section Before My Public Comments At Two Separate December Meetings In Order To Add Extra Intimidation During The Pressure Of Much Greater Audience Attendance Than Usual, High Ranking Government Officials’ Attendance, And Holiday Performances, (D) Suggesting/Telling Me Not To Write My Name Down In Order To Be Called Upon To Give My Public Comment.

2. Such Targeted, Repeated Shows Of Force In Plain View Of Camera And Attendees Constitute Unlawful First Amendment Retaliation And Intimidation In Violation Of The United States And California Constitutions, Including The Tom Bane Civil Rights Act (Cal.

Civ. Code § 52.1).

II. Brown Act Violations – Disruptive Responses Directly To My Public Comments

1. By Discussing My Public Comment On The Record Without First Placing It On A Publicly Noticed Agenda And Giving Me A Chance To Respond, The Lawyer Engaged In Unauthorized Discussion Of A Non Agendized Item, A Clear Violation Of Gov. Code § 54954.2. The Disruption Denied The Validity Of My Public Comment Regarding My Church’s Sacramental Use Of The Flesh And Blood Of JESUS CHRIST (Sinfully Scientifically Named Psilocybin Mushrooms)—A Legally Protected Religious Practice—Thereby Engaging In Viewpoint Discrimination In Direct Contravention Of Gov. Code § 54954.3 By Misfeasance In Office (Misusing Lawful Authority), Misrepresentation By Omission (Fraudulent Concealment) Of Material Facts, And Acting Ultra Vires (Beyond Lawful Authority).

The Attorney Issued A Blanket Legal Statement Asserting That “Psilocybin Mushrooms”— Referred To By Their Non-Religious, Sinfully Scientific, Secular Name—“Are Illegal In California.” This Statement Was Delivered Without Addressing The Constitutional Protections Afforded To My Religious Practice, And Was Made In Direct Response To My Public Comment Of Religious Liberty Concerning The Flesh And Blood Of JESUS CHRIST.

This Disruptive, Unlawful Response To My Public Comment Effectively Undermined The Legitimacy Of My Sincerely Held Religious Beliefs And Sacramental Use Of JESUS CHRIST's Flesh And Blood. It Promoted A Preference For Traditional Or Mainstream Interpretations Over Nontraditional Spiritual Practices. It Also Violated The Establishment Clause And Free Exercise Clause Of The First Amendment To The United States Constitution, Which Together Prohibit Government Hostility Toward Minority Religious Practices, Government Endorsement Of One Religious Interpretation Over Another, Interference With Religious Expression In A Public Forum, And The Chilling Of Protected Religious Speech.

Furthermore, The Attorney Omitted Critical Legal Context, Implying That My Religious Practice Was Categorically Illegal Under State Law—When In Fact, The Religious Freedom Restoration Act (RFRA) And The Gonzales V. O Centro Espírita Beneficente União Do Vegetal (UDV) Supreme Court Decision Provide A Clear And Recognized Pathway For Religious Exemption To Controlled Substance Laws. The UDV Case Affirmed That A Sincere Religious Use Of A Federally Controlled Substance May Not Be Prohibited Without The Government Meeting The Highest Level Of Legal Justification—Known As Strict Scrutiny.

The Burden Is On The Government To Show A Compelling Interest And That It Has Chosen The Least Restrictive Means To Advance That Interest. By Failing To Disclose This Legal Framework, The Attorney Not Only Misled The Public, But Also Attempted To Dismiss My Constitutionally Protected Religious Rights Through Misrepresentation And Selective Omission (Fraudulent Concealment). This Public Statement, Issued By A Government Official In A Civic Forum, Not Only Dismissed The Spiritual Framework I Had Explicitly Articulated, But Also Attempted To Reframe My Protected Religious Exercise As A Criminal, Secular Matter—Thus Chilling My Religious Speech, Discrediting The Legitimacy Of My Sacrament, And Reinforcing State Entanglement With Religious Interpretation, Contrary To The Principle Of Government Neutrality In Religious Matters.

2. At The Council’s Request For Additional Information Concerning My Comment, Police Misrepresented The Legality Of Secular Psilocybin Mushrooms In California, Fraudulently Concealing Successful Decriminalization Mandates In The California Cities Of Oakland, Santa Cruz, Arcata, Berkeley, And San Francisco, Thereby Misleading The Council In Breach Of Gov. Code § 54954.2 And § 54954.3, And Committing Ultra Vires (Beyond Lawful Authority) Misfeasance In Office.

III. Procedural Rule Making And Ultra Vires Acts Regarding The “Well”

1. The Boundary Of The “Well” Is Neither Defined In State Law Nor Codified In Local Ordinance To My Knowledge; It Is A Purely Procedural Matter For Council Action. Despite Repeated Requests For The Specific Municipal Code Section Authorizing Any Such Boundary, None Exists.

2. Police And Attorney Unilaterally Expanded The Logical And Symmetrical Boundaries Of The “Well” Beyond Any Council-Adopted Rule To Contract The Public Area Unlawfully—An Ultra Vires Act And Clear Misfeasance In Office. Wells Are Round, The Symmetrical City Clerk’s Desk Is Clearly A Public Area With Forms To Fill Out, And Logically There Is Clearly A Public Trashcan Outside The Police Desk That I Never Went Beyond. This Police And Attorney Action Amounts To Abuse Of Process, Misrepresentation Of Law, And Abuse Of Authority.

IV. Defamation And Abuse Of Qualified Privilege

1. When I Sought To Speak In Order To Correct The Fraudulent Concealment In The Record (II.2.), I Peacefully Stood Outside The “Well” In A Public Area. After Being Told To Move Because I Was In The “Well”, I Did Not Move, So I Requested A Written Memorandum Of The “Well” Boundaries From The City Municipal Code. Instead, The Attorney Sent Me And Three Other Government Employees A Letter Maliciously Defaming My Character By Falsely Alleging I Was “Intimidating” “Police”, “Disrupting” The City Council Meeting, And Refusing A “Lawful Order”. Because I Was Peacefully Standing In A Clearly Public Area Keeping My Body To Myself Gesturing And Whispering In Active Listening To The City Council Meeting (With No Action By Council To Remove Me Or Claim Disruption), Attempting To Follow The Public Participation Procedure Of An Agendized Discussion Pursuant To The Brown Act To Correct The Fraudulent Concealment In The Record (II.2.), And Refusing An Unlawful Order Not In The City Municipal Code Or Given By City Council, The Entire Attorney Letter Is Illogical Malicious Defamation Designed To Intimidate, Chilling My Free Speech. I Have Not Returned In Person To City Council Since I Do Not Trust The Hostile Environment Created Through Maliciously, Falsely Labeling Me A Person “Intimidating” “Police”. In Addition, As I Was Simultaneously Publicly Criticizing The New Enforcement Of The Daylighting Parking Law Without Painted Curbs, My Free Speech Is Clearly Protected By Gov. Code § 54954.3 (c): The Legislative Body Of A Local Agency Shall Not Prohibit Public Criticism Of The Policies, Procedures, Programs, Or Services Of The Agency, Or Of The Acts Or Omissions Of The Legislative Body.

2. This Written Accusation—Sent To Me And Three Government Employees—Constitutes Libel Per Se, An Abuse Of Qualified Privilege, Intimidation Chilling My Free Speech, Creating A Hostile Environment, And Actual Malice, Causing Harm To My Reputation And Giving Rise To A Defamatory Tort Action Seeking Injunctive Relief.

V. Demand For Relief
Accordingly, I Hereby Demand That The Seal Beach Government Immediately:

1. Investigate And Correct Any Unlawful Intimidation Tactics Used By Police And Attorney To Chill My Free Speech, Including Blocking My Email Messages To Government Officials And Staff In Late 2024, Cited On The Record Of A City Council Meeting.

2. Retract The Attorney’s Defamatory Allegations In Writing And Issue A Corrective Notice To All Recipients, Cited On The Record Of A City Council Meeting.

3. Provide The Specific Municipal Code Section Describing The “Well” Boundary Or Formally Adopt One Via Council Resolution, Cited On The Record Of A City Council Meeting.

4. Cease And Desist Further Illegal Brown Act Violations, Restore Viewpoint Neutrality Through Correction Of The Record To Include Previously Omitted Information, And Legally Agendize Public Discussion Of The (Sinfully Scientifically Named) Psilocybin Mushroom For Secular Local Decriminalization In Order To Equally Welcome And Respect Everyone’s First Amendment Rights.

5. Implement Training For All Government Officials And Staff Through Reading This Entire Letter, Cited On The Record Of A City Council Meeting.

VI. If You Fail To Respond In Writing Immediately Or Refuse To Remedy These Violations, I Will Consider Pursuing All Available Administrative And Judicial Remedies, Including But Not Limited To:

1. Filing A Formal Brown Act Complaint With The County District Attorney And Attorney General.

2. Initiating A Civil Rights Action Under 42 U.S.C. § 1983 And The Tom Bane Civil Rights Act (Cal. Civ. Code § 52.1) Up To $25,000.

3. Filing A Defamation Lawsuit For Libel Per Se Up To $25,000.

4. Seeking Injunctive Relief, Damages, And Attorney’s Fees.

5. Lastly, I Am Under No Obligation To Prove My Religious Exemption Through Any Man Made Legal Mechanisms Unless And Until I Deem The Matter Ripe. My Exercise Of Faith Exists Prior To And Beyond Civil Authorization, As Declared In The Declaration Of Independence, Protected By The United States Constitution, And Recognized By Legal Precedent. This Is Anchored In The Foundational Principle That Religious Liberty Is An Inalienable Right, Not A Privilege Bestowed Or Regulated At The Discretion Of Any Government. Peace And Love To Everyone That Lives And Works In Seal Beach.

Very Truly GOD’s,
JO8N
On Monday, June 23rd, 2025 at 3:29 PM, JO8N <[email protected]> wrote:

Psilocybin Mushrooms in Their Natural Habitats - by Paul Stamets https://www.target.com/p/psilocybin-mushrooms-in-their-natural-habitats-by-paulstamets/-/A-94272297 Waska: the cost of spiritual healing in the Amazon
https://www.youtube.com/watch?v=8jG6B0o1QfQ
This Deadly Drug Can Also Erase Addiction ‘Virtually Overnight’ | WSJ https://www.youtube.com/watch?v=tBz2TTEdFSs
Two Videos Above Are Why I Advocate For Locally Grown And Facilitated GOD Given Medicine.

Marcus Finnie | The Art of Listening Drum Clinic
https://www.youtube.com/watch?v=oimZ5dzewic
The REAL Danger Of The Post WWII Consensus And Is It Too Late? | Jonathan Pageau https://www.youtube.com/watch?v=-Ug88C6Zgcs
See the stunning first images from the Vera C. Rubin Observatory https://www.technologyreview.com/2025/06/23/1119129/first-images-vera-c-rubinobservatory/ Why That Scary Statistic Might Not Mean What You Think – Understanding Scientific Risk and Probability in the Media
https://caveatscientia.com/2025/04/02/why-that-scary-statistic-might-not-mean-whatyou-think-understanding-scientific-risk-and-probability-in-the-media/ Cancers can be detected in the bloodstream three years prior to diagnosis https://www.hopkinsmedicine.org/news/newsroom/news-releases/2025/06/cancers-canbe-detected-in-the-bloodstream-three-years-prior-to-diagnosis Students For Sensible Drug Policy - Just Say Know Drug Education https://ssdp.org/our-work/just-say-know/
D.A.R.E. Drug Abuse Resistance Education
T.R.U.T.H. Teaching Responsibility Uniting Trusted Healers I'll Let You Know How Its Going With A Lawyer,
JO N
On Monday, June 9th, 2025 at 10:53 PM, JO8N <[email protected]> wrote:

Record High: Study Finds Growing Cannabis Use Among Older Adults (7% Of 9500 = ~665 Residents Of Leisure World May Have Used Cannabis In The Last Month; Assuming A Rough Conservative Guess Of 1/4 Oz Usage Per Month Per Currently Using Resident @ $40 Per Month For Locals = $319,200 And Potential For Deferring Leisure World Water Increase To Cannabis They Are Likely Already Buying That Goes Exclusively To Paying For Water/Sewer (Are Leisure World Residents Even Allowed To Grow Cannabis?); Ability For Cannabis Grower To Negotiate Volumetric Water Rate With Increased Usage For Growing https://www.nyu.edu/about/news-publications/news/2025/june/cannabis-use-olderadults.html Superwood is Here! This Amazing New Material Could Change The World! https://www.youtube.com/watch?v=n4-v3ntYZAs
MIT engineers develop a new battery-free solar desalination system, capable of producing up to 5,000 liters of water per day > a solution for remote areas https://ecoinventos.com/nuevo-sistema-de-desalinizacion-solar-sin-baterias-capaz-deproducir-hasta-5000-litros-de-agua-al-dia/ Dietary Sugar Intake and Incident Type 2 Diabetes Risk: A Systematic Review and DoseResponse Meta-Analysis of Prospective Cohort Studies https://www.sciencedirect.com/science/article/pii/S2161831325000493 KILL Every Mosquito In Your Whole Yard | GUARANTEED SAFE METHOD For 1 Gallon Mosquito Spray Repellent: (*In this video I made for 4 gallons) https://www.youtube.com/watch?v=oBPWGPmpE40&t=741s
The Delivery Drones Are Finally Here https://www.flyzipline.com/ https://www.youtube.com/watch?v=GAh-zCpmERY
"It's Happening Now" - The Unstoppable Threat: Inside the Sinaloa Cartel's Unstoppable Submarine War (Ironclad)
https://www.youtube.com/watch?v=-3CP0aTETak
Dino Mavrookas - Fmr. Navy SEAL (DEVGRU) / CEO of Saronic Technologies | SRS #205 https://www.youtube.com/watch?v=kJsbSC20Gv0
GPS devices, trackers, and other Iridium satellite communicators https://www.iridium.com/product-type/personal-communicators-messengers-trackers/ Please Forward The Following To Dave Min:

Psilocybin-assisted treatment for alcohol dependence: a proof-of-concept study https://pubmed.ncbi.nlm.nih.gov/25586396/
Part 1: Korea’s Magic Mushrooms 한국의 환각버섯
https://medium.com/%40Hong_Gildong/part-1-koreas-magic-mushrooms- %ED%95%9C%EA%B5%AD%EC%9D%98-
%ED%99%98%EA%B0%81%EB%B2%84%EC%84%AF-b5259491d35d
Current situation regarding psychedelics and magic mushroom in Korea https://pmc.ncbi.nlm.nih.gov/articles/PMC11862319/
Hong (2021) The Psychoactive Mushrooms of Korea
https://www.scribd.com/document/617371685/Hong-2021-The-PsychoactiveMushrooms-of-Korea Magic mushrooms are woven into the historical and contemporary cultural fabric of Korea.

There are many Korean fables regarding the 웃음버섯 (useum beoseot), or laughter mushroom.

The famous Korean mycologist 조덕현Dr. Cho Duck-Hyun wrote an excellent paper on the legends of poisonous and magic mushrooms in Korea titled 독버섯의 비밀, or The Secret of Poison Mushrooms. It’s only available in Korean language, but I highly recommend reading it if you can get it translated. You can find it here:
http://www.kacn.org/data/story/500403.pdf
My favorite account in Dr. Cho’s paper is an ancient story in which nuns at a Korean Buddhist monastery go mushroom hunting in the mountains around the monastery. They combine all their mushrooms into a big pot of soup and become wildly intoxicated after consuming the soup.

In contemporary times, magic mushrooms occasionally appear as plot devices in Korean television shows. For example, in one episode of the Korean drama 푸른거탑, or Blue Tower, an army platoon was stricken with uncontrollable laughter and hallucinations after consuming wild “laughter mushrooms.” You can watch the 2-part episode on YouTube:

Part 1: https://www.youtube.com/watch?v=x6KcxYzWT8w
Part 2: https://www.youtube.com/watch?v=_PeaRDTCcKo
(Note: viewers outside Korea might need a VPN linked to Korea to watch the videos) The local Korean names of magic mushrooms often reveal the social attitudes towards these mushrooms from 미치광이버섯속 or “maniac mushroom” for the Gymnopilus genus and 환각버섯속 or “hallucinogen mushroom” for the Psilocybe genus, as well as “laughter mushroom” for some Gymnopilus and Panaeolus species.

Despite the cultural significance of magic mushrooms in Korea, international mushroom literature demonstrate a limited knowledge of magic mushrooms native to Korea. Gastón Guzmán’s “A Worldwide Geographical Distribution of Neurotropic Fungi”, which is one of the biggest global reviews of magic mushrooms, only lists four magic mushrooms from Korea and the famous book “Psilocybian Mushrooms of the World” by Paul Stamets makes no mention of Korea.

In neighboring Japan, on the other hand, Guzman mentions 28 potential magic mushrooms and Stamets cites 10. Such inconsistencies likely stem from a number of factors, including limited access to or familiarity with Korean sources, and a comparatively larger breadth of relevant Japanese sources. Nevertheless, Korean mycological sources do mention the existence of numerous, potentially magic mushrooms in Korea.

In upcoming blogs, I will investigate and review 26 potentially magic mushrooms found in Korea. There is a lot of interesting and exciting information to be shared, and I hope to set the record straight!
Are We Going To Have A Proclamation For Every Ethnicity And Religion? JO8N
On Monday, May 26th, 2025 at 3:04 PM, JO8N <[email protected]> wrote:

This Is Your Final Warning. Fear GOD. Legal Action Will Be Considered If The Public Record Is Not Corrected Through These Acknowledgments During The Seal Beach City Council Meeting On 5/27/25:

1. I Request Public Acknowledgment Of Ongoing Seal Beach Police Intimidation To Chill My 1st Amendment Right To Free Speech At Public Assemblies Because Of Viewpoint Discrimination Before/During My Public Comments For Years And Guarantee Of An Immediate End To These Behaviors Or Similar: (A) Directing An Officer To Use A Police Dog To Specifically Target My Person/Belongings/Scent Without A Warrant Or Reasonable Suspicion Of A Crime Additionally Violating My 4th Amendment Right (B) Directing An Officer To Move Behind The Sight Line Of The Camera To Sit In The Public Audience Exactly When I Go Up To Give My Public Comment (C) Physically Moving Directly Next To My Person In The Public Audience Section Before Public Comments At Two Separate December Meetings In Order To Give Me Extra Intimidation During The Pressure Of Greater Audience Attendance Than Usual And Holiday Performances (D) Suggesting/Telling Me Not To Write My Name Down In Order To Be Called Upon To Give My Public Comment

2. I Request Public Acknowledgment Of A Previous Lie By Omission From Seal Beach Police Stating That Psilocybin Mushrooms Are Completely Illegal In California And A Correction Of The Record Stating The Whole Truth That The California Cities Of Oakland, Santa Cruz, Arcata, Berkeley, And San Francisco Have Successfully Mandated Personal Use And Possession Of Certain Psychedelics As The Lowest Law Enforcement Priority.

3. I Request Public Acknowledgment Of The City Attorney's Failure To Recognize At Best And Complicit Encouragement At Worst Of The Ongoing Seal Beach Police Intimidation Specifically Directed At Me, A ~27 Year Resident.

4. I Hereby Request A Public Acknowledgment From The City Attorney Regarding Prior Acts Of Omission And Potential Violations Of My First Amendment Rights. Specifically, These Violations Occurred Immediately After I Publicly Announced The Religious Nature Of My Practice And The Founding Of My Church.

Following This Declaration, The City Attorney Issued A Blanket Legal Statement Asserting That Psilocybin Mushrooms—Referred To By Their Non-Religious, Secular Name—Are “Illegal In California.” This Statement Was Delivered Without Addressing The Constitutional Protections Afforded To Religious Practice, And Was Made In Direct Response To My Religious Expression Invoking The Name Of JESUS CHRIST. This Action Effectively Undermined The Legitimacy Of My Sincerely Held Religious Beliefs And Sacramental Use Of JESUS CHRIST's Flesh And Blood. It Promoted A Preference For Traditional Or Mainstream Christian Interpretations Over Nontraditional Or Indigenous Spiritual Practices. It Also Violated The Establishment Clause And Free Exercise Clause Of The First Amendment To The United States Constitution, Which Together Prohibit Government Hostility Toward Minority Religious Practices, Government Endorsement Of One Religious Interpretation Over Another, Interference With Religious Expression In A Public Forum, And The Chilling Of Protected Religious Speech. Furthermore, The City Attorney Omitted Critical Legal Context, Implying That My Religious Practice Was Categorically Illegal Under State Law—When In Fact, The Religious Freedom Restoration Act (RFRA) And The Gonzales V. O Centro Espírita Beneficente União Do Vegetal (UDV) Supreme Court Decision Provide A Clear And Recognized Pathway For Religious Exemption To Controlled Substance Laws.

The UDV Case Affirmed That A Sincere Religious Use Of A Federally Controlled Substance May Not Be Prohibited Without The Government Meeting The Highest Level Of Legal Justification—Known As Strict Scrutiny. The Burden Is On The Government To Show A Compelling Interest And That It Has Chosen The Least Restrictive Means To Advance That Interest. By Failing To Disclose This Legal Framework, The City Attorney Not Only Misled The Public, But Also Attempted To Dismiss My Constitutionally Protected Religious Rights Through Misrepresentation And Selective Omission. This Public Statement, Issued By A Government Official In A Civic Forum, Not Only Dismissed The Spiritual Framework I Had Explicitly Articulated, But Also Attempted To Reframe My Protected Religious Exercise As A Criminal Matter—Thus Chilling My Religious Speech, Discrediting The Legitimacy Of My Sacrament, And Reinforcing State Entanglement With Religious Interpretation, Contrary To The Principle Of Government Neutrality In Religious Matters. This Act Of Governmental Overreach Echoes The Historical Violation Of Indigenous Religious Freedom On This Land—An Ongoing Legacy Of Cultural Suppression And Spiritual Violation.

Lastly, I Assert That I Am Under No Obligation To Prove My Religious Exemption Through Man-Made Legal Mechanisms Unless And Until I Deem The Matter Ripe. My Exercise Of Faith Exists Prior To And Beyond Civil Authorization, As Protected By The Constitution And Recognized By Precedent. This Is Anchored In The Foundational Principle That Religious Liberty Is An Inalienable Right, Not A Privilege Bestowed Or Regulated At The Discretion Of The State.

5. I Request Public Acknowledgment Of Two Separate Brown Act Violations. During (4), The City Attorney Gave A Public Response To My Public Comment Without Agendizing The Item To Give Me A Chance To Respond With The Omitted Information. During (2), The City Mayor Gave A Public Response To My Public Comment In Which Police Were Asked About Psilocybin Mushrooms. This Item Was Not Agendized And I Was Not Given The Chance To Respond With The Omitted Information. Because The Item Was Illegaly Agendized Twice Without A Public Hearing, I Request A Legal Placement On A Future Agenda With A Chance For The Public To Speak.

If The Public Record Is Corrected By Acknowledgment Of All 5 Issues, Behaviors Are Promised To Change, And Placement On A Future Agenda Occurs During The Seal Beach City Council Meeting On 5/27/25, I Will Drop All Consideration Of Legal Action With Handshakes Of Forgiveness.
42 U.S. Code § 1983 - Civil Action For Deprivation Of Rights https://www.law.cornell.edu/uscode/text/42/1983
https://steeringlaw.com/police-misconduct-attorney-seal-beach/ https://www.moseleycollins.com/police-misconduct-lawyer-in-seal-beach-ca.html https://pba.memberclicks.net/search-member-directory#/
https://firstamendmentcoalition.org/
https://www.terrapinlegal.com/
https://www.thefire.org/
https://www.aclu.org/
Satan Drives Out Satan All Around Me
The I AM Holds Me Together
Sin Tempts You With Momentary Peace
Division Never Lasts Forever
Love Verbatim Word For Word
Literally, In The Flesh And Blood
Remember Ear Cut By Sword
Here Forever, Good Is Evil's Judge
------------------------------------------------------------------------------------------ If theft is still a problem in the Target shopping center, it might be time to look into employees giving tips/insider theft. Can Amazon's security be consulted to see vulnerabilities in Target shopping center as I believe Amazon uses Palantir? If the water and sewer rates are passed, we need to see recognition of exactly where the funds are going to certain parts of the city - I foresee a situation in the future when other, more recently built parts of the city need new pipes and I want a record of the fact that the more recently built parts of the city helped fund older parts of the city before.

If that many pills shown in the drug take back are over prescribed by big pharmaceutical companies, how is that not considered racketeering conspiracy with big insurance companies?

Make an AI Police Lawyer like siri that can be a real time intermediary for police officers and citizens to talk with together in 99% of the time non-violent interaction.

In regards to drug enforcement, the best defense is a good offense - right now alcohol is your offense when it should be cannabis - alcohol is a gateway to cocaine/meth/opioids and cannabis is a gateway to psychedelics.

Why This Russian Drone Developer Isn’t Impressed by U.S. Tech ([Probably Some Propaganda In There] Fiber Optic Cable Drone Seems Most Applicable For Civilian Police - Better Connection, No Enemy Jamming/Detection, More Battery Because Video Feed Does Not Take As Much Energy; Or Large Mother Drone To Improve Connection/Distance Of Wireless; Starlink Naval Drones; Lasers To Destroy Drones) https://www.youtube.com/watch?v=RmfNUM2CbbM
Police warn of small cameras camouflaged in yards across the country https://www.youtube.com/watch?v=kEQircxHdHQ
Experimental drones developed in Chicago area to neutralize mass shooters, disable weapons
https://www.youtube.com/watch?v=Eiz2GzAEVbg
Is This An Organized Crime Syndicate? James Freeman (Local Public Government Is Better Than The Alternative Or Else It Would Create A Vacuum With Less Accountability/Standards/Morality/Etc., But It Is Not The Best - Religion Is) https://www.youtube.com/watch?v=9NaPJKi_MW0
How Police Control the Media (Overly Liberal Video Among Some Overly Republican Videos, But Copaganda Has Obvious Truth In Seal Beach With Terrible Local Journalistic Integrity Regarding My Experience So Far, Unless There Has Been Publicly Published Writing About Cannabis/Psychedelics That I Have Not Seen) https://www.youtube.com/watch?v=8NB0IW8ihS0
Tim Tebow - Fighting For Our Children | SRS #199 Shawn Ryan Show https://www.youtube.com/watch?v=FeVFs0dVcCc
Notorious Green Beret’s WARNING to Soldiers Coming Home Johnny Glenn Julian Dorey (IMO Adrenaline Addiction Through Constant Survival Competition At War Creates Hypervigilance Devoid Of Rest With GOD That Does Not Integrate Into The Marathon Of Life) https://www.youtube.com/watch?v=A0NnjKXZRFc
The Real Threat: Why the U.S. Could Declare War on Chinese Gangs (w/ Former DEA, Ray Donovan) Ironclad
https://www.youtube.com/watch?v=ToKNiaMqfwA
Why Other Countries LAUGH at American Homes (Build New Headquarters By The Beach Out Of Concrete/Local Earth Geopolymer)
https://www.youtube.com/watch?v=jTghEBfZ_D8
Wasp 3D-prints eco-homes from local raw earth for $1K
https://www.youtube.com/watch?v=4MLJs1KRa0Y
In 2018, the team printed their first home in 10 days using local earth (30% clay, 40% silt, 30% sand), 40% chopped rice straw, 25% rice husk, and 10% lime. “Gaia” cost 900 euros (1,000 dollars) in materials for 30 meters of wall. The round-shaped structure relied on a wooden roof and beams for support.

Why 3D Printing Buildings Leads to Problems (Modular Prefab Concrete For Non-Unique Building Parts + 3D Printed Concrete For Unique Building Parts Seems Like Sweet Spot) https://www.youtube.com/watch?v=YhAwPFIUF_4
Comment:
“I’ve worked closely with a leading concrete 3D printing company for several years now, so I hope my insight into the actual construction process provides some perspective.

First, one clarification: There is no gravel aggregate in 3D printing concrete. It is only sand.

You're right that the vertical integration is very strong in this industry, but there is already internal pressure to break that up. I expect in 10 years or so, you'll see more open-access tools available to architects and construction companies alike. I can't be too specific and honor my non-disclosure agreements, but there is recognition that the ability for architects to play with shape is very limited for now, which also limits the primary advantage of concrete 3D printing over other methods: complex shapes cost the same as simple ones.

The primary reasons IMO for the vertical integration is 1) that there has been a high learning curve for the industry and 2) the business case relies on minimizing labor costs and the strategies for dealing with that are still being prototyped. Normally trivial things like laying foundations, running plumbing, tying roof timbers into the frame, and lintels as you mentioned, are difficult for concrete 3D printed construction. It's only in the last year or so that acceptable, repeatable solutions have been identified for most of these and are finding their way into standard design practices. But even then, there are still maybe 5 or 10 years more of on-the-ground construction needed to establish best practice. It's not too different from the way building materials and building science radically changed in the 1980's, leading to a decade of extremely poorly built houses prone to water damage and short lifespans. It wasn't until maybe 20 years after that best practices for high-quality construction had been standardized.

I would push back on the lack of repairability, though. This has always been an issue with concrete construction, and it's likely to become increasingly common for plaster or stucco finishes to be applied to internal walls, allowing for intrusive renovations to be reintegrated.

Structural stability is not likely to be an issue since all walls have reinforcement every half meter anyway and often exceed building strength standards by an order of magnitude.

Further, virtually all concrete 3D printing for now is slab-on-grade construction, which already has the same repairability issues you mention but is already widely adopted and has best practices for dealing with things like electrical and plumbing repair. I would also point out that the timber frame construction that we love so much is largely an anomaly unique to the U.S. where wood is abundant and cheap. Concrete 3D printed homes have the (so far unrealized) potential of being many decades or centuries more durable than frame buildings, which will change the design requirements that often contribute to design choices that later need renovations and repairs.

I would also push back on the criticism of how windows and doors are seated in the concrete homes. I don't doubt that many early concrete 3D printed homes were sealed with silicone only, but 1) the gap between windows and walls is already standard in frame construction and addressed with shims, spray foam, and trim and 2) the 3D printing companies have already started to adopt the same building techniques used by frame construction.

Echoing much of what you said, IMO concrete 3D printing has a high potential for unique design that won't be unlocked until architects are given freer access to the tools and prefab construction is a necessary companion to this industry, but there is still a lot of building science that is being worked out. There are already some serious advantges, such as all walls having a native R40 insulation rating, but these will be tempered by the inherent limitations. I don't expect to see a rapid adoption of 3D printed construction for another 5 or 10 years and for the U.S. market share to cap around 20% and primarily remain in the residential and light commercial construction spaces. I also think that the current barewall aesthetic will fall out of favor out in that timeframe since it will prove difficult to clean. I also expect that environmental costs will remain high as long as cement production relies on fossil fuels and concrete aggregate relies on mined sand. I also expect that a future use case for heavy construction is using 3D printing to create forms for much thicker concrete constructions, particularly for foundations, buttresses, and pillars, such as you see in airport construction.”
I Investigated Utah’s DEADLY Soda Addiction…
https://www.youtube.com/watch?v=BlNJc_OLbYw
https://playactivate.com/
Increased sedentary behavior is associated with neurodegeneration and worse cognition in older adults over a 7-year period despite high levels of physical activity https://alz-journals.onlinelibrary.wiley.com/doi/full/10.1002/alz.70157 Parkinson's patients who take 'magic mushrooms' see key benefits, study finds https://www.foxnews.com/health/parkinsons-patients-who-take-magic-mushrooms-seekey-benefits-study-finds Trump surgeon general pick praised unproven psychedelic therapy, said mushrooms helped her find love
https://www.cnn.com/2025/05/15/health/casey-means-psychedelic-therapy Military Land Is 4,336 Acres Or 60.7% Of Seal Beach...

JO8N
On Monday, March 31st, 2025 at 6:34 PM, JO8N <[email protected]> wrote:

On Sunday, March 23rd, 2025 at 4:53 PM, JO8N <[email protected]> wrote:

Dear Lisa, Nathan, Joe, Ben, Patty, Patrick, Mike H., Nick G., And Gloria, I am writing to formally express my concerns regarding what I believe to be ongoing violations of the Ralph M. Brown Act (Government Code § 54950 et seq.) during public meetings conducted by Seal Beach’s City Council. The fundamental purpose of the Brown Act is to ensure that the public has the ability to meaningfully participate in local government proceedings, which includes the right to make public comments and receive fair treatment under open meeting laws.

Specifically, I wish to address the following concerns:

1. Inability to Respond to False or Misleading Statements:
* It has been observed that after I make public comments, members of the council and/or city staff respond to my remarks. However, I am not afforded the opportunity to address their responses within the same meeting, effectively silencing my ability to correct or clarify statements that may be false, misleading, or deceptive by omission. This directly undermines the principle of open and meaningful discourse as envisioned by the Brown Act.
* The California Supreme Court has reinforced the importance of open and fair discussions in McKee v. Los Angeles Interagency Metropolitan Police Apprehension Crime Task Force (2005) 134 Cal.App.4th 354, where the court emphasized that restricting public input while allowing government officials to comment without challenge is inconsistent with the transparency goals of the Brown Act.

2. Prohibition on Addressing Staff:
* The restrictions placed upon me and other members of the public from directing comments toward city staff—especially when they are the ones providing statements that require public scrutiny—appear to be an unreasonable and arbitrary limitation on public participation. Furthermore, this may give the staff a feeling of false sense of security protecting their statements from legal scrutiny. The Brown Act does not prohibit the public from addressing staff members during public comment, and such restrictions seem inconsistent with its purpose of transparency and accountability. * In Chaffee v. San Francisco Library Commission (2005) 134 Cal.App.4th 109, the court affirmed that public participation is a fundamental aspect of government meetings and should not be unduly restricted, emphasizing the need for fairness in addressing public concerns.

3. Discussion of Public Comments Without Proper Agenda Notice:
* Members of the council have engaged in discussions regarding my public comments without first properly agendizing the topics I address. This practice violates the Brown Act’s requirement that discussions and deliberations on non-agendized items not take place, as it deprives the public of advance notice and the ability to participate fully in the discussion. * I am grateful that the city council is listening and willing to speak even momentarily in response to public concerns. However, even an extremely time-limited agendized discussion would add fairness and transparency to misleading statements by staff. By failing to agendize discussions about my comments, the council is creating an imbalance in the exchange of information, which the Brown Act seeks to prevent. * Additionally, in my public comments, I am using meta-communication to agendize the process by which we agendize. The term “agendize” itself is a completely made-up word that devalues public discourse and reflects a bureaucratic approach that obstructs meaningful public participation rather than facilitating it. This concern aligns with the ruling in White v. City of Norwalk (1990) 900 F.2d 1421, where the court emphasized that public meetings should foster meaningful participation and that arbitrary restrictions on discourse can infringe upon First Amendment rights.
* The word "agendize" does not appear anywhere in the Brown Act (Government Code § 54950 et seq.). The law refers to "placing an item on the agenda" or "agenda requirements," but "agendize" is not an official legal term. It is a bureaucratic jargon word that has become commonly used in government settings but lacks formal recognition in the Brown Act itself.

4. Process for Placing an Item on the Agenda:
* The process for placing an item on a city council agenda varies by jurisdiction, but under the Brown Act, it does not require a unanimous decision by the council. Instead, different cities have different policies:
* Individual Council Members: Some cities allow one or two council members to request an item be placed on a future agenda. The exact number required depends on the city’s local rules or policies. For example, in Los Angeles, a single council member can introduce a motion to be considered in a future meeting. Similarly, in San Diego, two council members are required to place an item on the docket. * Majority Vote: In some cities, adding an item to a future agenda requires a majority vote of the council at a meeting. This process ensures that council members collectively decide whether an issue warrants further discussion. The City of Berkeley, for instance, follows this model, requiring a majority vote to place an item on the agenda. * Courts have upheld the importance of agenda-setting transparency. In Preven v. City of Los Angeles (2019) 32 Cal.App.5th 925, the court ruled that public participation in government decision-making is a core right under the Brown Act, reinforcing that the public and individual council members must be given fair opportunities to introduce topics for discussion.

These practices create an unfair and unbalanced environment where public voices are effectively suppressed, while city officials retain unrestricted latitude to control discourse without public challenge. Such actions may constitute a violation of both the letter and spirit of the Brown Act.

I respectfully request that the city review its meeting procedures and take immediate corrective actions, including:
* Allowing public speakers the opportunity to address responses made to their comments within the same meeting.
* Eliminating any restrictions that prevent members of the public from addressing staff when their statements are at issue.
* Ensuring that discussions related to public comments follow proper agenda procedures to comply with the Brown Act’s transparency requirements. * Switching to Individual Council Member placing of items on the agenda to emphasize the sanctity of every individual living in Seal Beach
Failure to address these issues may necessitate further action, including but not limited to submitting a formal complaint to the appropriate oversight agencies and seeking legal remedies to ensure compliance with state law.

I appreciate your prompt attention to this matter and request a written response outlining the steps the city will take to address these concerns. Please respond within 30 days of receipt of this letter.

P.S. Still Waiting On That Seal Beach City Legal Document Stating The Boundaries Marking The Well. Your Opinion About Me And My Right To Stand In A Public Area Moving My Body Completely To Myself Is Worthless Without The Written Proof Of The Well Boundary. I Submit The Evidence That You Are Able To Be That Close To Gloria’s City Clerk Area, And In Fact, Encouraged To Be In Order To Pick Up, Fill Out, And Submit Necessary Documents, Including Supplemental Material For Public Comments. My Standing In The Exact Symmetrically Opposite Area Was Supplemental Material For My Public Comment About The Decriminalization Of Psilocybin Mushrooms And The Agenda Item Of Daylighting.

Lastly, The Wells I Have Seen Are Round In Shape And Symmetrical Without Parts Hanging Off The Side (To Conveniently Fit Your Narrative)
42 U.S. Code § 1983 - Civil action for deprivation of rights Every person who, under color of any statute, ordinance, regulation, custom, or usage, of any State or Territory or the District of Columbia, subjects, or causes to be subjected, any citizen of the United States or other person within the jurisdiction thereof to the deprivation of any rights, privileges, or immunities secured by the Constitution and laws, shall be liable to the party injured in an action at law, suit in equity, or other proper proceeding for redress, except that in any action brought against a judicial officer for an act or omission taken in such officer’s judicial capacity, injunctive relief shall not be granted unless a declaratory decree was violated or declaratory relief was unavailable. For the purposes of this section, any Act of Congress applicable exclusively to the District of Columbia shall be considered to be a statute of the District of Columbia.
אמן אמן

⍾
י ו 8 נ ן
Ἰωάνν8ς
Jo8annes
JO8N
On Tuesday, March 18th, 2025 at 6:11 AM, JO8N <[email protected]> wrote:

Dear Lisa, Nathan, Joe, Ben, Patty, Patrick, Mike H., Nick G., And Gloria, I am writing to formally request an investigation into a matter of significant public concern regarding potential interference with my ability to communicate with city officials.

Specifically, I have reason to believe that my emails to members of the Seal Beach City Council and city staff may have been intentionally blocked or filtered by someone within city administration in the Fall/Winter of 2024.

As a resident of Seal Beach, I understand that I have a right to communicate with my elected representatives and city staff regarding matters of public interest. Any directive or policy that restricts this communication raises serious legal concerns under the Ralph M.

Brown Act (Government Code §§ 54950–54963), the California Public Records Act (CPRA) (Government Code §§ 6250–6270), and the First Amendment of the United States Constitution.

The Brown Act ensures transparency and public participation in local government. Blocking my emails to city officials may constitute an unlawful restriction on my ability to engage in civic matters and access public information. Likewise, the CPRA mandates that governmental communications be open for public scrutiny. If city staff have deliberately restricted my access to communicate with officials, it could be an unlawful attempt to circumvent public records laws and governmental accountability.

Furthermore, the First Amendment guarantees my right to petition the government for redress of grievances. Any action taken by city staff to suppress my communication, particularly if done based on viewpoint discrimination, could amount to a constitutional violation. Relevant case law, such as Lindke v. Freed and O'Connor-Ratcliff v. Garnier, suggests that when public officials act in their official capacity, they must not engage in viewpoint-based censorship, including blocking communications from constituents.

To ensure transparency and accountability, I respectfully request an internal review and disclosure of the following:

1. Any internal directives, policies, or communications instructing city staff or IT personnel to block, filter, or otherwise restrict emails from my email address [email protected] or any other specific senders.

2. A list of email addresses, domains, or individuals that have been blocked from contacting city officials and staff in the last year.

3. Any internal discussions or justifications for implementing such restrictions, including whether such actions were directed by city officials or staff members.

4. The criteria and procedures used by the city’s IT department to filter or block external communications.

If such a policy or directive exists, I request an explanation of its basis, legal justification, and the process by which it was implemented. If no such directive exists, I ask that immediate steps be taken to ensure my emails are properly received by their intended recipients.

I would appreciate a written response within 30 days confirming the receipt of this request and outlining the next steps in addressing this matter. If necessary, I am willing to file a formal Public Records Act request to obtain relevant documentation.

Thank you for your attention to this important issue. I look forward to your prompt response and a resolution that upholds public trust and the right to open communication with our local government.
https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=GOV§ionNu m=54950
https://leginfo.legislature.ca.gov/faces/billTextClient.xhtml?bill_id=201720180SB31 https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CONS§ion Num=SEC.%202.&article=I
אמן אמן

⍾
JO8N
On Monday, March 10th, 2025 at 6:44 AM, JO8N <[email protected]> wrote:

Dear Lisa, Nathan, Joe, Ben, Patty, Patrick, Mike H., And Nick G., Police intimidation that chills free speech is well recognized under First Amendment jurisprudence. In Healy v. James, 408 U.S. 169 (1972), the Supreme Court held that government action that deters individuals from participating in public discourse—whether through direct harassment or other forms of coercion—can violate First Amendment rights.

In Feiner v. New York, 414 U.S. 632 (1974), the Court underscored that police conduct which disrupts or deters political expression, even if ostensibly aimed at maintaining order, must not infringe on the constitutional right to free speech.

Moreover, Ward v. Rock Against Racism, 491 U.S. 781 (1989) illustrates that any regulation or enforcement action must be content neutral and carefully tailored to avoid suppressing speech based solely on its message. These cases establish that if police officers single out individuals for the content of their speech or for the topics they plan to address—such as advocating for "psilocybin mushroom" decriminalization, Religious Freedom, Jesus Christ or discussing other politically charged issues—the resulting intimidation can constitute an impermissible infringement on First Amendment protections.

Additionally, lower court decisions have consistently found that law enforcement actions that create a chilling effect on political participation are subject to strict scrutiny. When officers position themselves near a speaker, not to maintain public safety but to deter expression, it may be seen as targeted harassment.

In December 2023's Seal Beach City Council Meeting, Mike H. of police staff entered the public section of the council chambers. He decided to sit near me when the choir sang. In December 2024's Seal Beach City Council Meeting, Mike H. entered the public section once again. He decided to stand directly next to me during the National Anthem and when the choir sang. As I was in two completely different places in the room each year, this establishes a patterned targeting that could potentially be viewed as apparent police intimidation that chills my free speech before my public comment.

In addition, Nick N. and Yosa of police staff have entered the public section of the council chambers directly behind the podium in view of the camera numerous times. This happened exactly during my public comment, to the point where I took time away from my allotted time to acknowledge the repeated pattern. I can only assume that this was a directive given by Mike H. of police staff due to his body language and the potential intimidation's regularity.
“Settle matters quickly with your adversary who is taking you to court. Do it while you are still together on the way, or your adversary may hand you over to the judge, and the judge may hand you over to the officer, and you may be thrown into prison. Truly I tell you, you will not get out until you have paid the last penny." (Matthew 5:25-26) אמן אמן

⍾
JO8N
On Sunday, March 9th, 2025 at 2:22 AM, JO8N <[email protected]> wrote:

Dear Lisa, Nathan, Joe, Ben, Patty, Patrick, Mike H., And Nick G., I am formally requesting a correction of the public record pursuant to the Brown Act (California Government Code § 54960.1) due to misleading and incomplete statements made by city staff during the February 10, 2025 Seal Beach City Council meeting.

Additionally, I am raising concerns regarding a potential violation of my First Amendment religious rights in connection with a previous statement made by the city attorney when I publicly announced my Church’s use of "psilocybin mushrooms" as one of its sacraments.

Summary of Brown Act Violation
During public comment, I addressed the council regarding the decriminalization of "psilocybin mushrooms". After I had finished speaking, Lisa asked Mike H. from police staff a clarifying question about the legal status of "psilocybin mushrooms". He responded by stating that "psilocybin mushrooms" are illegal under California law but failed to mention that multiple California cities, including Oakland, San Francisco, Santa Cruz, and Arcata, have decriminalized "psilocybin mushrooms" for years.

This omission misled the public and the council by falsely implying that local governments lack the ability to deprioritize "psilocybin mushrooms" enforcement, which is demonstrably untrue. This is not the first time city officials have engaged in misleading statements regarding "psilocybin mushroom" law. One year ago, after I announced the formation of my church, which uses "psilocybin mushrooms", "N,N-Dimethyltryptamine", and "N,N-DMT/MAOI" as sacraments, the city attorney similarly responded that "psilocybin mushrooms" are illegal under California law—without acknowledging religious protections under federal law.

Furthermore, both the city attorney and police staff failed to disclose critical personal information that I presented regarding my own case: I was hospitalized after consuming a psychedelic but not charged with any crime (which I am eternally grateful for) and also found in possession of "psilocybin mushrooms" and "N,N-DMT" within Seal Beach. The repeated omissions by both the city attorney and police staff created a false narrative that "psilocybin mushroom" decriminalization has not been successfully implemented in some California cities and ignored key evidence—including my own experience—showing that local authorities have already adopted compassionate de facto decriminalization practices for the well being of residents.

Potential First Amendment Violation Under RFRA & Gonzales v. UDV (2006) My concern goes beyond transparency violations under the Brown Act. The city attorney’s response a year ago, when I announced the formation of my church, raises serious questions about whether my First Amendment religious rights were dismissed or undermined in violation of the Religious Freedom Restoration Act (RFRA) and the Gonzales v. O Centro Espírita Beneficente União do Vegetal (UDV) Supreme Court case.

Legal Precedent: Religious Use of Controlled Substances In Gonzales v. UDV (2006), the U.S. Supreme Court ruled that a religious organization could legally use a federally controlled substance ("ayahuasca") under RFRA protections, as the government failed to demonstrate a compelling interest in prohibiting its religious use.

Under RFRA (42 U.S.C. § 2000bb-1), the government cannot substantially burden religious exercise unless it can prove a compelling government interest and that the restriction is the least restrictive means of achieving that interest.

The DEA and federal courts have recognized that some religious groups may legally use controlled substances like "peyote" and "ayahuasca" under these protections.

By failing to acknowledge these protections when I announced my church, the city attorney omitted critical legal context, implying that my religious practice was categorically illegal under state law—when in fact, federal law provides a pathway for religious exemptions.

This potential suppression of my religious expression in a public forum could be seen as a violation of my First Amendment rights.

Requested Corrective Actions
To remedy this issue, I formally request the following:

Public Correction of the Record – The city must acknowledge the omission and issue a formal correction clarifying that:

Multiple California cities have already decriminalized "psilocybin mushrooms" despite state prohibition.

Religious protections exist under RFRA, and the UDV case established that religious use of controlled substances may be legally protected under federal law.

Agenda Item for Further Discussion – Given the misleading statements made by city officials, I request that the council place "psilocybin mushroom" decriminalization on a future agenda to ensure the discussion is based on accurate and complete information.

Accountability for Repeated Omissions – The city should implement training or procedural safeguards to prevent city officials from selectively omitting key legal and factual information, especially when addressing the contents of public comments.

Legal Review of First Amendment Implications – The city should review its public statements and policies regarding religious use of controlled substances to ensure compliance with RFRA and Supreme Court precedent.

Legal Basis for Brown Act Complaint
Under California Government Code § 54960.1, the city has 30 days to correct this violation or face potential legal action to nullify any decisions made under misleading or incomplete information. Failure to acknowledge and correct this omission could be interpreted as a continued effort to obscure public access to truthful and balanced information, violating the core principles of the Brown Act.

I request a written response acknowledging receipt of this letter and outlining the corrective actions the city intends to take. I appreciate your attention to this serious matter and look forward to your response.
אמן
Housing Element
Update
August 11, 2025
Housing Element Quick Refresh
• Housing Elements have been required since 1969, updated every 8 years ▪ 2021-2029 Housing Element update required by State law (“6th cycle”) • This cycle is very different
▪ Extensive legal requirements
▪ Limitations on local land use control
▪ Substantially increased State oversight for Housing Element certification
Housing Element Components
Housing Element
• Introduction
• Projected Housing Need
• Housing Resources
• Goals, Policies, Programs
• (This is the workplan!)
Appendices
• Housing Needs Assessment
• Sites Inventory & Methodology
• Housing Constraints
• Existing Programs Review
• Public Participation Summaries
• Affirmatively Furthering Fair Housing
Assessment
• Housing Resources
Workplan Highlights
• REZONING
• Streamlined processing for certain types of developments • Take actions to support and encourage affordable housing and fair housing • Evaluate and adapt resources and programs on a revolving basis, and make information available
• Implement a Local Coastal Program
• Provide programs that support affordable housing (e.g. CDBG) Recent Work Plan Accomplishments
• Launch of EPL
• Website updates, checklists, social media posts, and preparation of informational materials online and at the counter related to housing • Zoning code updates to address ADUs, no net loss, streamlining measures • Coordination with regional housing partners / developers to foster affordable housing opportunities
• Further zoning code updates moving towards adoption related to density bonuses, farmworker housing, and other State law compliance changes History
Year Activity
2021 Council Ad Hoc; RHNA site selections; CC & PC study session; first draft Housing Element; comment letter from HCD requiring revisions
2022 Council adoption of HE Update; ALUC finding and overrule; new zoning designation work initiated; EIR initiated; revised draft submitted and comment letter from HCD requiring revisions
2023 CC & PC study session on zoning code; EIR Notice of Preparation; revised draft submitted and comment letter from HCD requiring revisions 2024 Revised draft submitted and comment letter from HCD requiring revisions; revised draft submitted and comment letter from HCD finding acceptable pending rezoning effort; EIR process resumes with a finalized project description 2025 Draft EIR released; Housing Element, zoning code, MSSP considered by ALUC Anticipated Schedule
Date Body Documents Considered Requested Action
Sept 8 City Council Intent to Overrule ALUC Approval
Sept 17 EQCB Final EIR Recommendation
Oct 6 Planning Commission Final EIR
Housing Element Update
Zoning Code Update
Main Street Specific Plan Update
Land Use Element Update
Recommendation
Oct 27 City Council Final EIR
Housing Element Update
Zoning Code Update
Main Street Specific Plan Update
Land Use Element Update
ALUC Overrule
Approval
TBD ALUC / EQCB / PC / CC Safety Element, Environmental Justice Element
Consistency finding/
recommendations/ approval
Agenda Item B

AGENDA STAFF REPORT
DATE: August 11, 2025
TO: Honorable Mayor and City Council
THRU: Patrick Gallegos, 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 July 28, 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 meeting held on July 28, 2025.

SUBMITTED BY: NOTED AND APPROVED:

Gloria D. Harper Patrick Gallegos
Gloria D. Harper, City Clerk Patrick Gallegos, City Manager Prepared by: Brandon DeCriscio, Deputy City Clerk
ATTACHMENTS:

A. Minutes - Closed Session, July 28, 2025
B. Minutes - Regular Session, July 28, 2025
Seal Beach, California
July 28, 2025
The City Council met in Closed Session at 5:32 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, City Manager
Barbara Arenado, Finance Director/ City Treasurer
Peter J. Brown, Partner at Liebert Cassidy Whitmore
Gloria D. Harper, City Clerk

ORAL COMMUNICATIONS
Mayor Landau opened oral communications. Speakers: None. 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 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
B. CONFERENCE WITH LEGAL COUNSEL – ANTICIPATED LITIGATION Initiation of Litigation Pursuant to Government Code Section 54956.9(d)(4): 1 Potential Case
C. CONFERENCE WITH LABOR NEGOTIATOR Government Code §54957.6 City Negotiator(s): City Manager Patrick Gallegos
Employee Organization(s):

Police Officers Association
Police Management Association
D. PUBLIC EMPLOYEE PERFORMANCE EVALUATION
Government Code §54957(b) Title: City Manager

ADJOURNMENT
Mayor Landau adjourned the Closed Session meeting at 7:00 p.m.

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

Lisa Landau, Mayor
Attested:

Gloria D. Harper, City Clerk
Seal Beach, California
July 28, 2025
The City Council met in Regular Session at 7:05 p.m. in the City Council Chambers.

Council Member Wong 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, City Manager
Michael Henderson, Police Chief
Barbara Arenado, Director of Finance/City Treasurer
Craig Covey, Orange County Fire Authority Division 1 Chief Joe Bailey, Marine Safety Chief
Gloria D. Harper, City Clerk
Mike Ezroj, Police Captain
Nick Nicholas, Police Captain
Tim Kelsey, Recreation Manager
Kathryne Cho, Deputy Director of Public Works/City Engineer David Spitz, Associate Engineer
Sean Sabo, Management Analyst

PRESENTATIONS / RECOGNITIONS
There were no presentations/recognitions.

ORAL COMMUNICATIONS
Mayor Landau opened oral communications. Speakers: Charlie Kluger, James Jenson, Ellery Deaton, Theresa Miller, and Rick Mansour addressed the City Council. Mayor Landau closed oral communications.

One (1) supplemental communication was received after the posting of the agenda; it was distributed to the City Council and made available to the public.

APPROVAL OF AGENDA & WAIVER OF FULL READING OF RESOLUTIONS AND

ORDINANCES
Council Member Wong pulled item A for clarification.

Mayor Landau pulled item H for separate consideration.

Council Member Senecal pulled items I and L for separate consideration.

Council Member Wong Steele moved, second by Mayor Landau 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 regarding the four (4) items on the posted agenda. All five (5) Council Members were present, and no reportable action was taken.

CITY MANAGER REPORT
City Manager Gallegos announced that the City held a Girl Scout Awards Ceremony in honor of Girl Scout Ava Wagner to thank her for her contributions to the Seal Beach Community. He thanked the Public Works Department for assisting Ava with her project.

Additionally, City Manager Gallegos reported his attendance at the Naval Weapons Station Change of Command Ceremony, and a meeting with Congressman Dave Min and Assembly Member Diane Dixon on the banks of the San Gabriel River in an effort to highlight the San Gabriel River Trash Mitigation Program Initiative.

COUNCIL COMMENTS
Council Member Wong reported that he attended the Golden Rain Foundation (GRF) Board Meeting, a meeting with the representatives from the Ronald McDonald House in Long Beach, and a meeting with Congressman Min and Assembly Member Dixon.

Additionally, he announced that the Sun Newspaper distribution rack in College Park West has been replaced.

Council Member Kalmick reported his attendance at Girl Scout Awards Ceremony, the Naval Weapons Station Change of Command Ceremony, the Lions Club Fish Fry, the San Gabriel and Lower Los Angeles Rivers and Mountains Conservancy Board Meeting, the Water Conservation Authority meeting, and the Orange County Fire Authority (OCFA) Hand Crew Graduation Ceremony.

Additionally, Council Member Kalmick reported he met with Algalita Marine Research and Education to discuss volunteer opportunities at Rivers End Park.

Lastly, Council Member Kalmick announced that Congressman Dave Min’s proposition to provide $1 million in federal funds to the San Gabriel River Trash Mitigation Initiative came out of committee with no changes. He noted that the proposition still needs to pass the House of Representative and the Senate, but noted that getting the proposition out of committee is a huge step in the right direction.

Council Member Senecal reported that she met with residents regarding the Water and Wastewater Utility Rate Study.

Additionally, Council Member Senecal reported her attendance at the College Park East Neighbor 4 Neighbor informational kickoff event.

Lastly, Council Member Senecal announced that the College Park East Summer Send Off event will take place at Heather Park on Saturday, August 2, 2025, at 6:30 p.m.

Mayor Pro Tem Steele announced his attendance at the Orange County Mosquito and Vector Control Finance and Facilities Joint Board Meeting, the Girl Scout Awards Ceremony, the West Orange County Water Board Meeting, the Naval Weapons Station Change of Command Ceremony, the Golden Rain Foundation (GRF) Executive Meeting, and the Golden Rain Foundation (GRF) Board Meeting.

Additionally, Mayor Pro Tem Steele announced that he met with Tony Cardenas from Southern California Edison to further his understanding of the electrical infrastructure.

Mayor Landau provided several updates from Orange County Sanitation District (OCSan). First, she announced that OCSan will be hosting a Wastewater 101 Citizens Academy and that registration for the fall session is now open. Additionally, she announced that the Seal Beach Boulevard and Westminster Avenue Pump Station project has begun mass excavation which is expected to continue through the fall.

Finally, Mayor Landau reported her attendance at the Girl Scout Awards Ceremony, the Naval Weapons Station Change of Command Ceremony, and the Lions Club Fish Fry.

COUNCIL ITEMS
There were no council items.

CONSENT CALENDAR
Council Member Senecal moved, second by Council Member Wong to approve the recommended actions on the consent calendar with the exception of Items A, H, I and L.

A. Approval of the City Council Minutes - That the City Council approve the minutes of the Regular City Council meeting held on July 14, 2025.

B. Demand on City Treasury (Fiscal Year 2026) - Ratification.

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

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

E. City of Seal Beach Biennial Conflict of Interest Code Update - That the City Council adopt Resolution 7671 amending the City’s Conflict-of- Interest Code (Code) and acknowledging no changes to the Conflict-of-Interest Codes for the Public Financing Authority (Authority).

F. Establishing the Regular Meeting Time of the Environmental Quality Control Board - That the City Council approve Resolution 7672 establishing the third Wednesday of the month at 7:00 p.m. as the regular meeting time for the Environmental Quality Control Board.

G. Approving and Authorizing Amendment 2 to the Professional Services Agreement with Yunex, LLC for Traffic Signal Maintenance Services - That the City Council adopt Resolution 7673: 1. Approving Amendment 2 to the Professional Services Agreement with Yunex, LLC dated March 13, 2019, as previously amended by Amendment 1 dated May 13, 2024, to extend the term of the Agreement for a fourth extension through June 30, 2026 (Fiscal Year 2025-2026); and, 2. Authorizing compensation of $80,000 for such additional services during Fiscal Year 2025-2026; and, 3. Authorizing an increase in compensation for the third extension (Fiscal Year 2024-25) by $10,000 and the total compensation of $75,000 through June 30, 2025, for a revised total not-to-exceed contract amount of $550,000 for the extended term through June 30, 2026; and, 4. Authorizing and directing the City Manager to execute Amendment 2 on behalf of the City.

H. Second Amendment to the Water Conservation Participation Agreement with Municipal Water District of Orange County for Water Conservation Participation - That the City Council adopt Resolution 7674 authorizing the City Manager to execute the Second Amendment to the Water Conservation Participation Agreement with the Municipal Water District of Orange County.

I. Approving and Authorizing Amendment 2 to the Professional Services Agreement with EXP U.S. Services, Inc. for On-Call Professional Engineering Services - That the City Council adopt Resolution 7675: 1. Approving Amendment 2 to the Professional Services Agreement with EXP U.S. Services, Inc., dated July 22, 2019, extending the term of the Agreement for a fourth extension through and including June 30, 2026; and modifying the compensation to the cumulative notto-exceed amount of $150,000 for the Second, Third and Fourth Extensions; and,

2. Authorizing and directing the City Manager to execute Amendment 2 to the Professional Services Agreement with EXP U.S. Services, Inc. on behalf of the City.

J. Approving and Authorizing Amendment 1 to the Adopted Seal Beach Safety Action Plan - That the City Council adopt Resolution 7676: 1. Approving Amendment 1 to the City of Seal Beach Safety Action Plan, as outlined in the Minagar Technical Memo dated June 16, 2025, to the Plan originally adopted on January 13, 2025; and, 2. Authorizing and directing the City Manager, or their designee, to incorporate Amendment 1 into the adopted Safety Action Plan.

K. Approving and Authorizing Amendment 1 to the Professional Services Agreement for Professional Automation Design, Installation, and Implementation Services - That the City Council adopt Resolution 7677: 1. Approving Amendment 1 to the Professional Services Agreement for Professional Automation Design, Installation, and Implementation Services with Partners in Control, Inc. dba Enterprise Automation, dated April 8, 2025, modifying the scope of services and increasing compensation by $19,082.99 for a total not-to-exceed amount of $53,050.99 for the term of the agreement; and, 2. Authorizing and directing the City Manager to execute Amendment 1 on behalf of the City.

L. Westminster Animal Group and Services (WAGS) Animal Shelter Services Agreement - That the City Council adopt Resolution 7678: 1. Approving and authorizing the City Manager or their designee to execute the Agreement with the Westminster Adoption Group and Services (WAGS) to provide animal shelter and emergency veterinary care services for the City of Seal Beach for a three-year term; with the option to extend the Agreement for up to two additional one-year terms, at the not-to-exceed amount of $138,000 for the first year; and for each subsequent year for the not-to-exceed amount of $138,000 as adjusted by the lesser of inflation or 5% for each additional year; and, 2. Adding provisions to provide emergency veterinary care services for the City of Seal Beach for a notto-exceed amount of $40,000 per year; and, 3. Approving a Trap-Neuter-Release (TNR) Program as elected by the City, for an amount not-to-exceed $5,000 per year; and, 4. Authorizing an additional $10,000 per year, for emergency care, at the City Manager’s discretion; and, 5. Authorizing the City Manager to authorize payments as outlined in the event of hoarder/breeder animals; and, 6. Authorizing and directing the City Manager or their designee to execute the Agreement.

M. Homeland Security Grant Program Agreement for Transfer or Purchase of Equipment and Services for Reimbursement of Operation Costs for Fiscal Year 2024 Operation Stonegarden - That the City Council adopt Resolution 7679: 1.

Authorizing the Chief of Police to execute an agreement on the City’s behalf for transfer or purchase of equipment and services for reimbursement of operating costs for FY 2024; and, 2. Authorizing any further actions necessary for the purpose of obtaining federal financial assistance provided by the Department of Homeland Security – Federal Emergency Management Agency and sub-granted through the Riverside Sheriff’s Department in connection with the Operation Stonegarden Homeland Security Grant Program.

N. Approve Updated Job Specification for Police Services Manager Classification - That the City Council adopt Resolution 7680 approving an updated job specification for the Police Services Manager (PSM) classification.

The vote below is for the Consent Calendar Items with the exception of Items A, H, I and L.

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

ITEMS REMOVED FROM THE CONSENT CALENDAR
A. Approval of the City Council Minutes - That the City Council approve the minutes of the Regular City Council meeting held on July 14, 2025.

Council Member Wong requested clarification on abstaining due to his absence. His concern was addressed by City Attorney Ghirelli.

Council Member Senecal moved, second by Council Member Wong to approve the minutes of the Regular City Council meeting held on July 14, 2025.

AYES: Kalmick, Wong, Senecal, Steele, Landau
NOES: None
ABSENT: None
ABSTAIN: None
Motion carried
H. Second Amendment to the Water Conservation Participation Agreement with Municipal Water District of Orange County for Water Conservation Participation - That the City Council adopt Resolution 7674 authorizing the City Manager to execute the Second Amendment to the Water Conservation Participation Agreement with the Municipal Water District of Orange County.

Mayor Landau called upon City Manager Gallegos.

City Manager Gallegos called upon Public Works Deputy Director/City Engineer Cho, who called upon Management Analyst Sabo to provide an overview of the staff report.

A discussion ensued between Management Analyst Sabo, Council Member Senecal, and Mayor Landau. Council’s questions and concerns were addressed.

Council Member Kalmick moved, second by Council Member Senecal, to adopt Resolution 7674 authorizing the City Manager to execute the Second Amendment to the Water Conservation Participation Agreement with the Municipal Water District of Orange County.

AYES: Kalmick, Senecal, Steele, Landau, Wong
NOES: None
ABSENT: None
ABSTAIN: None
Motion carried
I. Approving and Authorizing Amendment 2 to the Professional Services Agreement with EXP U.S. Services, Inc. for On-Call Professional Engineering Services - That the City Council adopt Resolution 7675: 1. Approving Amendment 2 to the Professional Services Agreement with EXP U.S. Services, Inc., dated July 22, 2019, extending the term of the Agreement for a fourth extension through and including June 30, 2026; and modifying the compensation to the cumulative notto-exceed amount of $150,000 for the Second, Third and Fourth Extensions; and,

2. Authorizing and directing the City Manager to execute Amendment 2 to the Professional Services Agreement with EXP U.S. Services, Inc. on behalf of the City.

City Manager Gallegos called upon Public Works Deputy Director/City Engineer Cho, who called upon Associate Engineer Spitz to provide an overview of the staff report.

Council Member Senecal’s questions were addressed by Associate Engineer Spitz.

Council Member Senecal moved, second by Council Member Wong to adopt Resolution 7675: 1. Approving Amendment 2 to the Professional Services Agreement with EXP U.S.

Services, Inc., dated July 22, 2019, extending the term of the Agreement for a fourth extension through and including June 30, 2026; and modifying the compensation to the cumulative not-to-exceed amount of $150,000 for the Second, Third and Fourth Extensions; and, 2. Authorizing and directing the City Manager to execute Amendment 2 to the Professional Services Agreement with EXP U.S. Services, Inc. on behalf of the City.

AYES: Kalmick, Senecal, Steele, Landau, Wong
NOES: None
ABSENT: None
ABSTAIN: None
Motion carried
L. Westminster Animal Group and Services (WAGS) Animal Shelter Services Agreement - That the City Council adopt Resolution 7678: 1. Approving and authorizing the City Manager or their designee to execute the Agreement with the Westminster Adoption Group and Services (WAGS) to provide animal shelter and emergency veterinary care services for the City of Seal Beach for a three-year term; with the option to extend the Agreement for up to two additional one-year terms, at the not-to-exceed amount of $138,000 for the first year; and for each subsequent year for the not-to-exceed amount of $138,000 as adjusted by the lesser of inflation or 5% for each additional year; and, 2. Adding provisions to provide emergency veterinary care services for the City of Seal Beach for a notto-exceed amount of $40,000 per year; and, 3. Approving a Trap-Neuter-Release (TNR) Program as elected by the City, for an amount not-to-exceed $5,000 per year; and, 4. Authorizing an additional $10,000 per year, for emergency care, at the City Manager’s discretion; and, 5. Authorizing the City Manager to authorize payments as outlined in the event of hoarder/breeder animals; and, 6. Authorizing and directing the City Manager or their designee to execute the Agreement.

City Manager Gallegos called upon Police Chief Henderson.

Police Chief Henderson provided an overview of the staff report.

A discussion ensued between Police Chief Henderson, Support Services Captain Nicholas, Council Members Senecal and Wong, and Mayor Landau. Council’s questions and concerns were addressed by Police Chief Henderson and Support Services Captain Nicholas.

Council Member Kalmick moved, second by Council Member Senecal, to adopt Resolution 7678: 1. Approving and authorizing the City Manager or their designee to execute the Agreement with the Westminster Adoption Group and Services (WAGS) to provide animal shelter and emergency veterinary care services for the City of Seal Beach for a three-year term; with the option to extend the Agreement for up to two additional one-year terms, at the not-to-exceed amount of $138,000 for the first year; and for each subsequent year for the not-to-exceed amount of $138,000 as adjusted by the lesser of inflation or 5% for each additional year; and, 2. Adding provisions to provide emergency veterinary care services for the City of Seal Beach for a not-toexceed amount of $40,000 per year; and, 3. Approving a Trap-Neuter-Release (TNR) Program as elected by the City, for an amount not-to-exceed $5,000 per year; and, 4.

Authorizing an additional $10,000 per year, for emergency care, at the City Manager’s discretion; and, 5. Authorizing the City Manager to authorize payments as outlined in the event of hoarder/breeder animals; and, 6. Authorizing and directing the City Manager or their designee to execute the Agreement.

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

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 meeting at 8:07 p.m. to Monday, August 11, 2025, at 5:30 p.m. to meet in closed session, if deemed necessary. __________________________
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: August 11, 2025
TO: Honorable Mayor and City Council
THRU: Patrick Gallagos, City Manager
FROM: Iris Lee, Director of Public Works
SUBJECT: Notice of Completion for the Arterial Paving Program, Seal Beach Boulevard from Westminster Avenue to North Gate
Road, CIP O-ST-3
________________________________________________________________ SUMMARY OF REQUEST:

That the City Council adopt Resolution 7681:

1. Accepting the Arterial Paving Program, Seal Beach Boulevard from Westminster Avenue to North Gate Road, CIP O-ST-3, by All American Asphalt in amount of $1,421,646.41; 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.

BACKGROUND AND ANALYSIS:

The City’s Arterial Paving Program (Project) was budgeted in the FY 2024-2025 Capital Improvement Program to improve roadway conditions within the City. The work included grinding the existing pavement and installing an asphalt overlay to extend the roadways’ serviceable life. Pursuant to the 2022 Pavement Management Programs, Seal Beach Boulevard between Westminster Avenue and North Gate Road was selected for resurfacing.

On January 27, 2025, the City Council adopted Resolution 7606 awarding a Public Works Agreement to All American Asphalt for the Project in the amount of $1,289,158 and allocating $280,000 for construction support, testing, inspection and additional work requests.

The Project included an option for replacement of full-depth structural sections, where the pavement has failed. This was utilized within the approved contingency budget for this Project. Approximately 8,000 square feet of asphalt was removed and replaced under this optional item.

The Project was inspected, meets all standards and requirements within the Project specifications, and has been completed to the satisfaction of the City Engineer. It is requested that the City Council formally accept the Project, direct staff to file a Notice of Completion with the Orange County Clerk’s Recorder’s Office and release the retention thirty-five (35) days after recordation of the Notice of Completion contingent upon no claims being filed on the Project.

ENVIRONMENTAL IMPACT:

This Project complies with all requirements of the California Environmental Quality Act (CEQA) and is categorically exempt under Section 15301 Class 1 Subsection (c) of the CEQA Guidelines.

LEGAL ANALYSIS:

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

FINANCIAL IMPACT:

The approved construction contract budget plus established construction contingency totals $1,509,158. The table below presents a breakdown of the total construction Project cost:

Description Amount
Construction Bid Items $ 1,279,668.41
Contract Change Orders $ 141,978.00
Project Cost $ 1,421,646.41
Unspent funds will be returned to the original funding source.

STRATEGIC PLAN:

This item is not applicable to the Strategic Plan.

RECOMMENDATION:

That the City Council adopt Resolution 7681:

1. Accepting the Arterial Paving Program, Seal Beach Boulevard from Westminster Avenue to North Gate Road, CIP O-ST-3, by All American Asphalt in the amount of $1,421,646.41; 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.

SUBMITTED BY: NOTED AND APPROVED:

Iris Lee Patrick Gallegos
Iris Lee, Director of Public Works Patrick Gallegos, City Manager Prepared by: David Spitz, P.E. Associate Engineer
ATTACHMENTS:

A. Resolution 7681
B. Notice of Completion
RESOLUTION 7681

A RESOLUTION OF THE SEAL BEACH CITY COUNCIL

ACCEPTING COMPLETION OF THE ARTERIAL PAVING

PROGRAM, SEAL BEACH BOULEVARD, WESTMINSTER
AVENUE TO NORTH GATE ROAD, CIP O-ST-3
NOW, THEREFORE, the Seal Beach City Council does resolve, declare, determine, and order as follows:

Section 1. The City accepts the completion of the Arterial Paving Program, Seal Beach Boulevard, Westminster Avenue to North Gate Road, CIP O-ST-3 (Project), by All American Asphalt in the amount of $1,421,646.41 for the work performed.

Section 2. The City Clerk is hereby directed to file a “Notice of Completion” for the Project with the Orange County Clerk-Recorder within fifteen (15) days of the date of this resolution and to release retention 35 days after the recordation of the Notice of Completion contingent upon no claims being filed on the Project.

PASSED, APPROVED AND ADOPTED by the Seal Beach City Council at a regular meeting held on the 11th day of August 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 } SS
CITY OF SEAL BEACH }
I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7681 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 11th day of August 2025.

Gloria D. Harper, City Clerk

RECORDING REQUESTED BY

AND WHEN RECORDED MAIL TO

CITY OF SEAL BEACH
Attn: City Clerk
211 - 8th Street
Seal Beach, CA 90740
Space of above this line for Recorder’s use.
*** No Recording Fee Pursuant to Government Code Sections 6103 and 27383 ****

NOTICE OF COMPLETION
Notice pursuant to Civil Code Section 9204, must be filed within 15 days after completion.

Notice is hereby given that:

1. The undersigned is owner or corporate officer of the owner of the interest or estate stated below in the property hereinafter described:

2. The full name of the owner is: City of Seal Beach.

3. The address of the owner is: 211 – 8th Street, Seal Beach, CA 90740.

4. The nature of the interest or estate of the owner is: In Fee. The City of Seal Beach.

5. A work of improvement on the property hereinafter is described as substantially completed on June 30, 2025. The work was Arterial Paving Program, Seal Beach Boulevard, Westminster Avenue to North Gate Road, CIP O-ST-3.

6. The name of the contractor(s), if any, for such improvement was: All American Asphalt

7. The date of the Contract Award was January 27, 2025.

8. The property on which said work of improvement was completed in the City of Seal Beach, County of Orange, State of California, and is described as follows: Seal Beach Boulevard, Westminster Avenue to North Gate Road, Seal Beach, CA.

Date: _______________
_________________________________________
Iris Lee, Director of Public Works, City of Seal Beach
Signature of owner or corporate officer of owner
named in paragraph 2 or agent.

VERIFICATION
I, the undersigned, say: Iris Lee (Director of Public Works) declarant of the foregoing notice of completion; have read said notice of completion and know the contents thereof; the same is true of my own knowledge.

I declare under penalty of perjury the foregoing is true and correct.

Executed on _____________________, 2024, at Seal Beach, California. (Date of Signature)
_________________________________________
Iris Lee, Director of Public Works, City of Seal Beach
Agenda Item E

AGENDA STAFF REPORT
DATE: August 11, 2025
TO: Honorable Mayor and City Council
THRU: Patrick Gallegos, City Manager
FROM: Alexa Smittle, Community Development Director
SUBJECT: Amendments to Professional Service Agreements with Lisa Wise Consulting, Inc.
________________________________________________________________ SUMMARY OF REQUEST:

That the City Council adopt Resolution 7682:

1. Approving Amendment 2 to Professional Service Agreement with Lisa Wise Consulting, Inc., to provide professional services related to the 2021-2029 Housing Element Update, extending the term to December 31, 2025; and,

2. Approving Amendment 2 to Professional Service Agreement with Lisa Wise Consulting, Inc., to provide professional services revising portions of Title 11 of the Municipal Code to implement the 2021-2029 Housing Element, extending the term to December 31, 2025; and,

3. Authorizing the City Manager to execute each Amendment on behalf of the City.

BACKGROUND AND ANALYSIS:

Lisa Wise Consulting, Inc. has been assisting the City of Seal Beach (City) with development of the Housing Element and related Zoning Code update, the latter of which is necessary to receive Housing Element certification from the California Department of Housing and Community Development. Though the vast majority of the work for these projects has been completed, the Housing Element and Zoning Code update cannot be considered until the associated Environmental Impact Report (EIR) is complete. Staff anticipates the Final EIR will be made available for public review in early September and be considered by the Environmental Quality Control Board that same month. Subsequently, the EIR, Housing Element, Zoning Code Amendment, and related amendments to the Main Street Specific Plan and Land Use Element are expected to be presented to the Planning Commission and the City Council for consideration in October.

The proposed amendments will extend the term of the respective Agreements to December 31, 2025. No other changes to the Agreements are proposed.

ENVIRONMENTAL IMPACT:

The proposed professional services agreement amendments are exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15061(b)(3) of the State CEQA Guidelines which states that CEQA only applies to projects that have potential for causing a significant effect on the environment. Approval of the Professional Services Agreement Amendments will not have a significant effect on the environment.

LEGAL ANALYSIS:

This item has been reviewed and approved as to form.

FINANCIAL IMPACT:

These Amendments represent time extensions only, adequate funding was included in the adopted FY 2025-26 Annual Budget.

STRATEGIC PLAN:

Completion of the Housing Element was previously identified as a City Council Priority for the Strategic Plan.

RECOMMENDATION:

That the City Council adopt Resolution 7682:

1. Approving Amendment 2 to Professional Service Agreement with Lisa Wise Consulting, Inc., to provide professional services related to the 2021-2029 Housing Element Update, extending the term of each to December 31, 2025; and,

2. Approving Amendment 2 to Professional Service Agreement with Lisa Wise Consulting, Inc., to provide professional services revising portions of Title 11 of the Municipal Code to implement the 2021-2029 Housing Element, extending the term to December 31, 2025; and,

3. Authorizing the City Manager to execute each Amendment on behalf of the City.

SUBMITTED BY: NOTED AND APPROVED:

Alexa Smittle Patrick Gallegos
Alexa Smittle, Community
Development Director
Patrick Gallegos, City Manager
Prepared By: Megan Coats, Management Analyst
ATTACHMENTS:

A. Resolution 7682
B. Amendment 2 to Professional Services Agreement related to the Zoning Code Amendment
C. Amendment 2 to Professional Services Agreement related to the Housing Element and Related Services
D. Amendment 1 to Professional Services Agreement related to the Zoning Code Amendment
E. Amendment 1 to Professional Services Agreement related to the Housing Element and Related Services
F. Original Professional Services Agreement related to the Zoning Code Amendment
G. Original Professional Services Agreement related to the Housing Element and Related Services
RESOLUTION 7682

A RESOLUTION OF THE SEAL BEACH CITY COUNCIL APPROVING
AND AUTHORIZING AMENDMENT 2 TO THE PROFESSIONAL
SERVICES AGREEMENT WITH LISA WISE CONSULTING, INC. FOR
ZONING CODE UPDATE SERVICES, AND AMENDMENT 2 TO THE

PROFESSIONAL SERVICES AGREEMENT WITH LISA WISE
CONSULTING, INC. FOR HOUSING ELEMENT RELATED SERVICES,

EXTENDING THE TERM OF EACH AGREEMENT THROUGH
DECEMBER 31, 2025
WHEREAS, the City of Seal Beach (City) and Lisa Wise Consulting, Inc. (Consultant) are parties to a Professional Services Agreement dated September 11, 2023, as previously amended by Amendment 1, dated December 9, 2024, for services relating to the Housing Element and related supporting services (Housing Element Agreement); and a Professional Services Agreement dated March 11, 2024, as previously amended by Amendment 1, dated December 9, 2024, related to Zoning Code Update services (Zoning Code Update Agreement); and,
WHEREAS, the term of each Agreement expires on September 30, 2025; and, WHEREAS, the Consultant has been instrumental in helping the City to be in compliance with State law as it relates to Housing Elements; and,
WHEREAS, City and Consultant have determined that additional time is required for Consultant to perform continued support services and complete the Housing Element and associated Zoning Code Update, and wish to extend the Term of the Housing Element Agreement and the Zoning Code Update Agreement through December 31, 2025.

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

Section 1. The City Council hereby approves Amendment 2 to the Housing Element Agreement, extending the Term through December 31, 2025, for Consultant to complete the associated scope of work related to the Housing Element and associated services.

Section 2. The City Council hereby approves to amend the Zoning Code Update Agreement, extending the Term through December 31, 2025, for Consultant to complete the associated scope of work related to the creation of a new land use designation within the City’s Zoning Code.

Section 3. The Council hereby directs the City Manager to execute each Amendment on behalf of the City.

PASSED, APPROVED and ADOPTED by the Seal Beach City Council at a regular meeting held on the 11th day of August 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 } SS
CITY OF SEAL BEACH }
I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7682 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 11th day of August 2025.

Gloria D. Harper, City Clerk

PROFESSIONAL SERVICES AGREEMENT
Amendment No. 1
for
A Zoning Code Update to Implement the
2021- 2029 Housing Element
Between
F SEA[ 9I
OAgTF' 4; q
1 o;
ski
City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
Lisa Wise Consulting, Inc.
983 Osos Street
San Luis Obispo, CA 93401
805) 595- 1345
This Amendment No. 1, dated December 9, 2024, amends that certain agreement Agreement) made as of March 11 , 2024 by and between the City of Seal Beach ( City), a California charter city, and Lisa Wise Consulting, Inc. ( Consultant), a California corporation ( collectively, " the Parties").

RECITALS
A. City and Consultant are parties to the Agreement, pursuant to which Consultant provides zoning code update services related to the implementation of the Seal Beach Housing Element.

B. City and Consultant wish to amend the Agreement for Consultant to extend the term by seven months, to expire on September 30, 2025.

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

Section 1. Section 2. 0 ( Term) of the March 11, 2024 Agreement is hereby extended by approximately seven months to expire September 30, 2025, to read as follows:

The term of this Agreement shall commence on March
1, 2024 and shall remain in full force and effect until September 30, 2025 unless sooner terminated as
provided in Section 5. 0 of this Agreement.

Section 2. All references to the term " Agreement" throughout Sections

1. 0 through 36. 0 inclusive, of the Agreement are hereby modified to include the this Amendment No. 1, dated December 9, 2024, as if all of those terms are fully set forth therein.

Section 3. Except as expressly modified or supplemented by this Amendment No. 1, all other provisions of the Agreement shall remain unaltered and in full force and effect.

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

IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written.
2 of 3
CITY OF SEAL BEACH CONSULTANT: Lisa Wise Consulting
Inc., a California Corporation
By: -. A./v. ., 1
if By:

Patrick Gallegos, Interim City Name: Lisa Wise, AICP
Manager Its: President and CEO
M SEAI.G`
Atte•
y,
By:
1tt, Name: Henry Pontarelli
Ipl, o Its: Vice President and Secretary
B
Ioria D. H' w tl^, S yy=--
41*)
Please note, two signatures required for
NT . corporations pursuant to California
Corporations Code Section 313 from
Approved as to Form: each of the following categories: ( i) the chairperson ofthe board, the president or
any vice president, and ( ii) the secretary,
By: anyassistant secretary, Y the chief rY
Nicholas Ghirelli, City Attorney financial officer or any assistant treasurer of such corporation.)

PROOF OF AUTHORITY TO BIND

CONTRACTING PARTY REQUIRED

PROFESSIONAL SERVICES AGREEMENT
Amendment No. 1
for
Housing Element Update and Related Supporting Services
Between

F SEA( B
Itipm6c. o; r#
0,0
City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
Lisa Wise Consulting, Inc.
983 Osos Street
San Luis Obispo, CA 93401
805) 595- 1345
This Amendment No. 1, dated December 9, 2024, amends that certain agreement Agreement) made as of September 11, 2023 by and between the City of Seal Beach City), a California charter city, and Lisa Wise Consulting, Inc. ( Consultant), a California corporation ( collectively, " the Parties").

RECITALS
A. City and Consultant are parties to the Agreement, pursuant to which Consultant provides professional services related to development and implementation of the Seal Beach Housing Element.

B. City and Consultant wish to amend the Agreement for Consultant to extend the term by nine months, to expire on September 30, 2025.

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

Section 1. Section 2. 0 ( Term) of the September 11, 2023 Agreement is hereby extended by nine months to expire September 30, 2025, to read as follows:

The term of this Agreement shall commence on
September 11, 2023 and shall remain in full force and
effect until September 30, 2025 unless sooner
terminated as provided in Section 5. 0 of this
Agreement.

Section 2. All references to the term " Agreement" throughout Sections

1. 0 through 36. 0 inclusive, of the Agreement are hereby modified to include the this Amendment No. 1, dated December 9, 2024, as if all of those terms are fully set forth therein.

Section 3. Except as expressly modified or supplemented by this Amendment No. 1, all other provisions of the Agreement shall remain unaltered and in full force and effect.

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

IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written.
2 of 3
CITY OF SEAL BEACH CONSULTANT: Lisa Wise Consulting
411747-*--
Inc., a California Corporation
By: By:

Patrick Gallegos, Interim City Name: Lisa Wise, AICP
Manager Its: President and CEO
A pF SEp!
Attes NC RPpAgjb,9 By:
o Name: Henry Pontarelli
Gloria
4t ; ! __
D. H 1.114 `__-= pQ_' (
Its:

Please
Vice
note,
President
two signatures
and Secrets
required
r
for
tITY` a
c
corporations pursuant to California
Corporations Code Section 313 from
Approved as to Form: each of the following categories: ( i) the chairperson ofthe board, the president or
any vice president, and (ii) the secretary,
By: any assistant secretary, the chief
Nicholas Ghirelli, City Attorney financial officer or any assistant treasurer of such corporation.)

PROOF OF AUTHORITY TO BIND

CONTRACTING PARTY REQUIRED

PROFESSIONAL SERVICES AGREEMENT
for
Housing Element Update and Related Supporting Services
between
City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
0 Lisa Wise Consulting, Inc.
983 Osos Street
San, Luis Obispo, CA 93401
805) 595- 1345
This Professional Service Agreement (" the Agreement') is made as of September 11, 2023 ( the " Effective Date"), by and between Lisa Wise Consulting, Inc., a California Corporation (" Consultant'), and the City of Seal Beach ("City"), a California charter city, collectively, " the Parties").

RECITALS
A. City desires certain professional services related to amending the Housing Element and related supporting services to implement the Housing Element including revising and updating portions of Title 11 of the Municipal Code hereinafter collectively the "Project').

B. Pursuant to the authority provided by its City Charter and Seal Beach Municipal Code § 3. 20.025(C), City desires to engage Consultant as an independent contractor to provide professional services in the manner set forth herein and more fully described in Section 1. 0.

C. Consultant represents that the principal members of its firm are qualified professional municipal consultants with expertise in developing housing elements and are fully qualified to perform the services contemplated by this Agreement in a good and professional manner; and it desires to perform such services as provided herein.

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

AGREEMENT

1. 0 Scope of Services

1. 1. Consultant shall provide those services ( collectively " Services") set forth in the " Scope of Services" attached hereto as Exhibit A and incorporated herein by this reference. To the extent that there is any conflict between Exhibit A and this Agreement, this Agreement shall control.

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

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

1. 4. As a material inducement to City to enter into this Agreement, Consultant hereby represents that it has the experience necessary to undertake the Services to be provided. In light of such status and experience, Consultant hereby covenants that it shall follow the customary professional standards in performing all Services. The City relies upon the skill of Consultant, and Consultant's staff, if any, to do and perform the Services in accordance with such professional standards, and Consultant and Consultant' s staff, shall perform the Services in such manner. Consultant shall, at all times, meet or exceed any and 2 of 21
all applicable professional standards of care. The acceptance of Consultant's work by the City shall not operate as a release of Consultant from such standard of care.

1. 5. Consultant will not be compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing. The City Manager may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council in accordance with Subsection 3.2. Payment for additional work in excess of this amount requires prior City Council authorization.

2. 0 Term

2. 1. The term of this Agreement shall commence on September 15, 2023, and shall remain in full force and effect until December 31, 2024. unless sooner terminated as provided in Section 5. 0 of this Agreement.

3. 0 Consultant' s Compensation

3. 1. City will pay Consultant in accordance with the hourly rates shown on the fee schedule set forth in Exhibit A for the Services but in no event will the City pay more than the total not -to -exceed amount of $160,600 (One hundred sixty thousand, six hundred dollars) for the Original Term.

3. 2. Payment for any additional work authorized by the City during the Original Term pursuant to Subsection 1. 5 will be compensated in accordance with the hourly rates shown on the fee schedule set forth in Exhibit A and shall not exceed the cumulative amount established by the City Council at the time of the award for the Original Term.

4. 0 Method of Payment

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

4. 2. Upon three business days' notice from City, Consultant shall allow City or City's agents or representatives to inspect at Consultant' s offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement. 3 of 21
City' s rights under this Subsection 4.2 shall survive for three (3) years following the termination of this Agreement.

5. 0 Termination

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

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

5. 3. Obligations upon Termination. Unless otherwise specified in the notice of termination, Consultant shall cease all work under this Agreement upon the date of termination indicated in the notice of termination issued pursuant to Subsection 5. 1 or Subsection 5.2. Upon termination, City shall be immediately given title to and possession of all Work Product ( as defined in Subsection 12. 1 of this Agreement) produced or developed pursuant to this Agreement up to the date of termination. Provided that Consultant is not then in breach, City shall pay Consultant for any portion of the Services completed prior to termination, based on the reasonable value of the Services rendered. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. In no event shall Consultant be entitled to payment for unperformed services or services within the Scope of Services performed prior to the effective date of this Agreement; and Consultant shall not be entitled to receive more than the amount that would be paid to Consultant for the full performance of the Services up to date of termination. Consultant 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. David Bergman is the Consultant' s primary representative for purposes of this Agreement. David Bergman shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the Services hereunder. Consultant may not change its representative without the prior written approval of City, which approval shall not be unreasonably withheld.
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7. 0 Notices

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

To. City: City of Seal Beach
211 - 8th Street
Seal Beach, California 90740
Attn: City Manager
To Consultant: Lisa Wise Consulting, Inc.
983 Osos Street
San Luis Obispo, CA 93401
Attn: David Bergman

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

8. 0 Permits and Licenses
Consultant and all of Consultant' s employees and other personnel shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of the Services under this Agreement, including a business license as required by the Seal Beach Municipal Code.

9. 0 Independent Contractor

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

9.2. All of Consultant' s employees and other personnel performing any of the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant' s exclusive direction and control. Consultant and Consultant' s personnel shall not supervise any of City' s employees; and City' s employees shall not supervise Consultant' s personnel. Consultant' s personnel shall not wear or display any City uniform, badge, identification number, or other information identifying such individual as an employee of City; and Consultant' s personnel shall not use any City e- mail address 5 of 21
or City telephone number in the performance of any of the Services under this Agreement. Consultant shall acquire and maintain at its sole cost and expense such vehicles, equipment and supplies as Consultant' s personnel require to perform any of the Services required by this Agreement. Consultant shall perform all Services off of City premises at locations of Consultant' s choice, except ( 1) as otherwise may be required for the performance of Services on City real property, facilities, vehicles or equipment; ( 2) as otherwise may from time to time be necessary in order for Consultant' s personnel to receive projects from City, review plans on file at City, pick up or deliver any work product related to Consultant' s performance of any Services under this Agreement, or (3) as may be necessary to inspect or visit City locations and/ or private property to perform such Services. City may make a computer available to Consultant from time to time for Consultant' s personnel to obtain information about or to check on the status of projects pertaining to the Services under this Agreement.

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

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

9. 4. In addition to all other provisions of this Agreement, Consultant shall indemnify and hold harmless City and its elected and appointed officials, officers, employees, servants, designated 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 Consultant' s personnel practices. or to the extent arising from, caused by or relating to the violation of any of the provisions of this Section

9. 0. In addition to all other remedies available under law, City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant' s failure to promptly pay to City any reimbursement or indemnification arising under this Section. These duties are in addition to Consultant's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. 6of21

10. 0 PERS Compliance and Indemnification

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

10. 2. Indemnification. In addition to all other provisions of this Agreement, Consultant shall defend ( with legal counsel approved by City, whose approval shall not be unreasonably withheld), indemnify and hold harmless City, and its City and its elected and appointed officials, officers, employees, servants, designated volunteers, and 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 Consultant's violation of any provisions of this Section 10. 0. These duties are in addition to Consultant' s duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement.

11. 0 Confidentiality

11. 1. Consultant covenants that all data, reports, notes, surveys, studies, drawings, plans, maps, models, photographs, images, video files, computer files, electronic files, media, discussion, information and Work Product ( as defined in Subsection 12. 1) developed or prepared by Consultant or provided to Consultant for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure.. Consultant, its officers, directors, employees, agents, and/or subcontractors shall not without written authorization from the City Manager or unless requested in writing by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the Services performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered " voluntary", provided Consultant gives City notice of such court order or subpoena.
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11. 2. Consultant shall promptly notify City should Consultant, its officers, employees, agents 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 parry regarding this Agreement and the work performed thereunder or with respect to any project or property located within the City. City may, but has no obligation to, represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, City' s right to review any such response does not imply or mean the right by City to control, direct or rewrite the response.

12. 0 Ownership of Work Product

12. 1. Unless otherwise agreed upon in writing, all draft and final reports, drawings, specifications, documents, and other written material of any kind, and any and all images, ideas, concepts, designs including website designs, source code, object code, electronic data and files, and/ or other media whatsoever created or developed by Contractor in the performance of this Agreement collectively " Work Product") shall be and remain the property of City without restriction or limitation upon its use, duplication or dissemination by City. All Work Product shall be considered " works made for hire," for the benefit of City. Upon completion of this Agreement, 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 payment being made in accordance with Subsection 5. 3, and may be used, reused or otherwise disposed of by City for any purpose without Consultant' s consent, provided that Consultant will not be held liable for any use, reuse or modification of the Work Product for purposes outside this Agreement. Consultant shall not obtain or attempt to obtain copyright protection as to any Work Product. _

12.2. Consultant 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 12. 1.

12. 3. Consultant warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the Services and the production of all Work Product produced under this Agreement, and that City has full legal title to and the right to reproduce the Work Product for any purpose. Consultant shall defend, indemnify and hold City, and its elected and appointed officials, officers, employees, servants, attorneys, designated 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 8 of 21
federal, state or local laws, or any contractual provisions, or any laws relating to trade names, licenses, franchises, copyrights, patents or other means of protecting intellectual property rights and/or interests in products or inventions. Consultant shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, equipment, devices or processes in connection with its provision of the Services and 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, Consultant, at its expense, shall: ( 1) 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 (2) modify the Work Product and other deliverables so that they become non -infringing while remaining in compliance with the requirements of this Agreement. These covenants shall survive the expiration and/or termination of this Agreement.

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

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

13.0 Subcontractors
No portion of this Agreement shall be subcontracted without the prior written approval of the City. Consultant is fully responsible to City for the performance of any and all subcontractors.

14.0 Prohibition Against Assignment or Delegation
Consultant shall not assign any of its rights interests or any of its duties under this Agreement either in whole or in part, without the prior written consent of City. Any purported assignment or delegation without City' s consent shall be void and without effect, and shall entitle City to terminate this Agreement. As used in this Section, " assignment" and " delegation" means any sale, gift, pledge, hypothecation, encumbrance or other transfer of all or any portion of the rights, obligations, or liabilities in or arising from this Agreement to any person or entity, whether by operation of law or otherwise, and regardless of the legal form of the transaction in which the attempted transfer occurs.

15. 0 Inspection and Audit of Records
Consultant shall maintain complete and accurate records with respect to all Services and other matters covered under this Agreement, including but expressly not limited to, all Services performed, salaries, wages, payroll, invoices, time cards, cost control sheets, costs, expenses, receipts and other records and Work Product with respect to this Agreement. Consultant shall maintain adequate records on the 9of21
Services provided in sufficient detail to permit an evaluation of all Services in connection therewith. All such records shall be clearly identified and readily accessible. At all times during regular business hours, Consultant shall provide City with free access to such records, and the right to examine and audit the same and to make copies and transcripts as City deems necessary, and shall allow inspection of all program data, information, documents, proceedings and activities and all other matters related to the performance of the Services under this Agreement. Consultant shall retain all financial and program service records and all other records related to the Services and performance of this Agreement for at least three ( 3) years after expiration, termination or final payment under this Agreement, whichever occurs later. City's rights under this Section 15.0 shall survive for three ( 3) years after expiration, termination or final payment under this Agreement, whichever occurs later.

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

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

17. 0 Insurance

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

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

17. 2. 1. Commercial General Liability Insurance: Contractor shall maintain limits no less than $ 2, 000,000 per occurrence for bodily injury including death, personal injury and property damage; and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/ location or the general aggregate limit shall be twice the required occurrence limit.. Coverage shall be at least as broad as the latest version of Insurance Services Office Commercial General Liability coverage ( occurrence form CG 0001). If Contractor is a limited liability company, the commercial general liability coverage shall be amended so 10 of 21
that Contractor and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds.

17. 2. 2. Automobile Liability Insurance: Contractor shall maintain limits no less than $1, 000,000 per accident for bodily injury and property damage.

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

17. 2. 3. Workers' Compensation and Employer' s Liability Insurance:

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

17. 2. 4. ( if required by the City) Professional Liability coverage ( or Errors and Omissions Liability, as appropriate): Consultant shall maintain limits of no less than $ 1, 000, 000 per claim/ aggregate, and if a " claims made" policy is provided, then the policy shall be endorsed to provide an extended reporting period of not less than three years.

17. 2.5. These additional insured provisions shall also apply to any excess/ umbrella liability policies.

17. 3. Acceptabilitv 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 ANI", licensed to do business in California, and satisfactory to the City.

17. 4. Additional Insured.

17. 4. 1. For general liability insurance, the City, its directors, officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work.

17. 4.2. For automobile liability, that the City, its directors, officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible.

17. 4. 3. These additional insured provisions shall also apply to any excess/ umbrella liability policies.
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17. 5. Cancellations or Modifications to Coverage. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to state: ( 1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to the City; ( 2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials.

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

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

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

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

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 12 of 21
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 by this Agreement 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 also provide complete, certified copies of all required insurance policies to City. Contractor shall maintain current endorsements on file with City' s Risk Manager. All certificates and endorsements shall be received and approved by the City before work commences. City reserves the right to require complete, certified copies of all required insurance policies, at any time. Contractor shall also provide proof to City that insurance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Contractor shall furnish such proof at least two weeks prior to the expiration of the coverages.

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

17. 13. Broader Coverage/ Higher Limits. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Services. If Contractor maintains broader coverage and/ or higher limits than the minimums required above, City requires and shall be entitled to the broader coverage and/ or the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.

17. 14. Timely Notice of Claims. Contractor shall give City prompt and timely notice of demands or claims made or suits instituted that arise 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. 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. 13 of 21

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

18. 1. Indemnity for Desiqn Professional Services. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, indemnify and hold harmless the City, and its elected and appointed officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials collectively "" Indemnitees"" in this Section 18. 0), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, bid protests, stop notices, liens, and losses of any nature whatsoever, including but not limited to fees of attorneys, accountants and other professionals, and all costs associated therewith, and reimbursement of attorneys" fees and costs of defense ( collectively " Claims"), in law or in equity, whether actual, alleged or threatened, which arise out of, pertain to, or relate to, in whole or in part, the negligence, recklessness or willful misconduct of Consultant, its officers, directors, agents, servants, employees, subcontractors, contractors or their officers, directors, agents, servants or employees ( or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of design professional services under this Agreement by a "design professional," as the term is defined under California Civil Code Section 2782. 8( c). Notwithstanding the foregoing and as required by Civil Code Section 2782.8( a), in no event shall the cost to defend the Indemnitees that is charged to Consultant exceed Consultant' s proportionate percentage of fault.

18. 2. Other Indemnities.

18. 2. 1. Other than in the performance of design professional services, and to the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, defend, hold harmless and indemnify the Indemnitees from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, bid protests, stop notices, liens and losses of any nature whatsoever, including but not limited to fees of accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all consequential damages ( collectively " Liabilities"), in law or equity, whether actual, alleged or threatened, which arise out of, pertain to, or relate to the acts or omissions of Consultant, its officers, directors, agents, servants, employees, subcontractors, materialmen, suppliers, or contractors, or their officers, agents, servants or employees ( or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct ofthe Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Liabilities with counsel of the Indemnitees' choice, and shall pay all costs and expenses, including all attorneys' fees and experts' costs actually incurred in connection with such defense. Consultant shall reimburse the 14 of 21
Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith.

18. 2. 2. Consultant shall defend, indemnify and hold harmless City in accordance with Sections 9.0 and 10. 0.

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

18. 4. Insurance Requirements Not Limiting.

18. 4. 1 The obligations of Consultant under this or any other provision of this Agreement shall not be limited by the provisions of any workers' compensation act or similar act. Consultant expressly waives any statutory immunity under such statutes or laws as to the Indemnitees.

18. 4.2. City does not, and shall not, waive any rights that it may possess against Contractor because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. The indemnities and obligations in this Section shall apply regardless of whether or not any insurance policies are determined to be applicable to the Claims and/ or Liabilities asserted against City or any of the other Indemnitees. Consultant' s indemnity obligation set forth in this Section 18. 0 shall not be limited by the limits of any policies of insurance required or provided by Consultant pursuant to this Agreement.

18. 5. Consultant' s duties and obligations under this Section 18.0 shall survive the expiration or termination of this Agreement.

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

Consultant shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, 15 of 21
handicap, ancestry, sex, sexual orientation, age, or any other basis prohibited by federal of state laws, including but not limited to, in all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. In addition, in providing the Services, Contractor shall not discriminate, harass or retaliate against any City official, City employee, City contractor, City consultant, customer, patron, client, or other member of the public because of their race, religion, color, national origin, handicap, ancestry, sex, age, or any other basis prohibited by federal or state laws.

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

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

22. 0 Claims
All claims arising out of or related to this Agreement, and the consideration and payment of such claims, are subject to the Government Claims Act (Government Code Section 810 et seq.) with regard to filing claims.

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 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 16 of 2.1
ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Any dispute that arises under or relates to this Agreement ( whether contract, tort or both) shall be resolved in a superior court with geographic jurisdiction over the City of Seal Beach.

26. 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 persons or entities shall be deemed to have any rights hereunder against either party as a result of this Agreement

27. 0 Waiver
No delay or omission to exercise any right, power or remedy accruing to City under this Agreement shall impair any right, power or remedy of City, nor shall it be construed as a waiver of, or consent to, any breach or default. No waiver of any breach, any failure of a condition, or any right or remedy under this Agreement shall be ( 1) effective unless it is in writing and signed by the Party making the waiver, (2) deemed to be a waiver of, or consent to, any other breach, failure of a condition, or right or remedy, or ( 3) deemed to constitute a continuing waiver unless the writing expressly so states.

28. 0 Prohibited Interests; Conflict of Interest

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

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

28. 2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation ofthis warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from 17 of 21
any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift.

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

29. 0 Final Payment Acceptance Constitutes Release
The acceptance by Consultant of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Consultant for anything done, furnished or relating to Consultant' s work or services. Acceptance of payment shall be any negotiation of City' s check or the failure to make a written extra compensation claim within ten calendar days of the receipt of that check. However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Consultant, its employees, subcontractors and agents for the accuracy and competency of the information provided and/ or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Consultant, its employees, subcontractors and agents.

30. 0 Corrections
In addition to the indemnification obligations set forth above, Consultant shall correct, at its expense, all errors in the work which may be disclosed during City' s review of Consultant' s report or plans. Should Consultant fail to make such correction in a reasonably timely manner, such correction may be made by City, and the cost thereof shall be charged to Consultant. In addition to all other available remedies, City may deduct the cost of such correction from any retention amount held by City or may withhold payment otherwise owed Consultant under this Agreement up to the amount of the cost of correction.

31. 0 Non -Appropriation of Funds
Payments to be made to Consultant by City for any Services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted fund. In the event that City does not appropriate sufficient funds for payment of Consultant' s Services beyond the current fiscal year, this Agreement shall cover payment for Consultant' s Services only to the conclusion of the last 18 of 21
fiscal year in which City appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year.

32. 0- Mutual Cooperation

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

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

33. 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.

34. 0 Attorneys` Fees
If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attorneys' fees and other costs incurred in connection therewith.

36. 0 Exhibits
All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control.

36. 0 Corporate Authority
The person executing this Agreement on behalf of Consultant warrants that he or she is duly authorized to execute this Agreement on behalf of said party and that by his or her execution, the Consultant is formally bound to the provisions of this Agreement.

IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written.
19 of 21

CITY OF SEAL BEACH
By: 9- - Sw" p,
Ingram, City ManagEUAttest:
go
Apprc
By:

Nicholas Ghirelli, City Attorney
CONSULTANT: Lisa Wise Consulting,
Inc., a California Corporation
ice" By: G
Name: Lisa wise
Its: President
By:

Name: Henry Pontarelli
Its: Vine PrPsidPnt
Please note, two signatures required for
corporations pursuant to California
Corporations Code Section 393 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.)
20 of 21

EXHIBIT A
21 of 21
City of Seal Beach Zoning Code Amendments and Housing Element Revisions Additional Services Proposal # 1
Prepared by Lisa Wise Consulting, Inc. ( LWC)
July 28, 2023
This proposal for additional services describes additional tasks not included in the scope and work and budget established in the 04/ 11/ 22 Professional Services Agreement between LWC and the City of Seal Beach ( see Attachment). The tasks listed here are proposed as additional services to aid the City in the Zoning Amendments projects and in securing Housing Element compliance with the State of California Department of Housing and Community Development ( HCD).

The tasks are based on LWC' s understanding of the City' s vision for the project and the best approach to an efficient and thorough community outreach; ensuring the analysis and draft amendments comply with State law, General Plan and Housing Element policy; and achieving adoption of the Zoning Amendments. LWC understands that the City submitted a draft of its 6th Cycle Housing Element to HCD on February 9, 2022, but that the City has since made edits to the Housing Element draft, dated March 3, 2023. The work in this scope will be based on this draft along with the April 8, 2022 review letter from HCD. In order to complete this assignment LWC will need access to the files that were used to produce this draft housing element including all:

Word documents/ PDF files
Excel files
GIS files
Illustrations, maps and jpegs in editable form
Any previously commissioned supporting studies such as market studies or zoning code analysis Below is a description of each additional task; also included as an attachment is a detailed budget worksheet by task. City Staff has advised that it is unnecessary for LWC to attend the ALUC meeting described in the original contract.

ADDITIONAL SERVICES
Task 3. AA: Revised Technical Analysis and Recommendations Memo. In March 2023, LWC received an updated Draft Housing Element with changes to the site inventory, policies, and assumptions related to buildout. LWC will re -work Task 1. 0 Technical Analysis and Recommendations Memo submitted in June 2022 based on the March 2023 updated Draft Housing Element. 983 OSOS STREET, SAN LUIS OBISPO, CA 93401 ( 805) 5951345 LISAN' ISECONSULTING. COM 1 TASK 8: MAIN STREET SPECIFIC PLAN DISTRICT AMENDMENTS
Task S. A: Meetings with City Staff. LWC will participate in up to three one- hour meetings with City Staff to discuss needs, progress, and draft amendments for the complete set of zoning amendments ( those related to the MSSP district updates as well as those related to the new LC -RHD district).

Task 8. 13: Draft MSSP District Amendments. LWC will prepare Administrative Draft Zoning Amendments required to fully implement the 6th Cycle Housing Element. This will take the form of track changes to the existing Zonings Code sections. The work is anticipated to include amendments to the following sections of the Seal Beach Municipal Code:

Chapter 11. 2. 10 Commercial and Mixed -Use Districts. Changes are anticipated to involve minor edits to the MMSP district development standards only.

Part IV Regulations Applying in Some or All Districts. Changes may involve additions to edits to the citywide standards of Part IV needed to accommodate the changes to the MSSP development standards.

This task does not involve amendments to the 1996 Main Street Specific Plan document itself. Public Draft and Hearing Draft amendments to the MSSP are anticipated to be included with the Public and Hearing drafts of the LC/ RHD zoning amendments material.

TASK 9: HOUSING ELEMENT REVISIONS
Task 9. A: HCD Response Matrix. LWC will review the existing Housing Element against HCD' s letter dated April 8, 2022 and prepare a matrix outlining identifying how/ whether issues raised in HCD' s letter are addressed in the current Housing Element draft, and how LWC proposes to address outstanding issues. LWC anticipates up to two calls with the City during this Task to discuss the proposed approach to responding to HCD comments and to refine findings after discussion with the City.

Final Deliverables: Administrative Draft and Final Approach Matrix Memo (Excel). LWC will revise the Administrative Draft based on one set of consolidated comments from the City.

Task 9. 13: Reorganization of Housing Element. Based on a structure approved by the City, LWC will reorganize the Housing Element to include a main body (that includes the Housing Element programs), and different appendices to address housing needs, constraints, and resources and the affirmatively fair housing analysis. This reorganization is intended to facilitate HCD review. LWC will discuss reorganization of the Housing Element with the City to establish the most efficient use of funds.

Final Deliverables: Reorganized Housing Element (Word and PDF) Task 9. C: Edits to Housing Element for Compliance with HCD Letter. Upon City staff' s approval of LWC' s proposed approach to responding to HCD' s comments under Task 9, A, LWC will make the relevant edits to the Housing Element. LWC anticipates up to three calls with the City during this Task to discuss LWC' s 983 OSOS STREET, SAN LUIS OBISPO, CA 93401 ( 805) 595 1345 LISAWISECONSULTING. COM 2 edits and any City -proposed edits. As part of this Task, LWC also anticipates completing the work detailed in Tasks 9. D. to 9. F.

Final Deliverables: Administrative Draft and Final Housing Element to resubmit to HCD (Word and PDF).

LWC will revise the Administrative Draft based on one set of consolidated comments from the City.

Task 9. 1): Market Conditions Analysis. LWC will review local market conditions to evaluate the performance of the retail market and multifamily residential market in the City. The analysis will gather and review available data that describes demographics, employment, households, rents, and sales tax.

This will provide information on trends and supply of retail and commercial space and its long- term viability. LWC anticipates up to two calls with the City during this Task to discuss assumptions and clarify findings. This Task also assumes that the City will provide LWC with any existing market studies, including those prepared by Keyser Marston or equivalent.

Final Deliverable: This work will be included in the Task 9C submittals.

Task 9. E: Comparable Redevelopment Projects. LWC will conduct an assessment of Orange County and neighboring communities to identify recent redevelopment projects (up to 10 projects) that involved the conversion of commercial properties and parking lots into multifamily residential or mixed- use projects.

LWC will narrow the review of redevelopment projects to those comparable to mixed- use sites in the City. LWC will review relevant conditions that may have led to the redevelopment sites' conversion from commercial to multifamily. Critical factors to be documented include:

Lot size
Unit density and FAR for mixed use projects
Unit size/ type mix ( when info is available)
Other notable features ( as applicable) such as: affordability, special needs housing ( e. g. seniors, supportive, etc.), mixed- use, lot consolidation ( if available/ know) This task will identify three projects comparable to the candidate housing element sites. LWC anticipates up to two calls with the City during this Task to discuss assumptions and clarify findings.

Final Deliverable: This work will be included in the Task 9C submittals.

Task 9. F: Site Capacity. LWC will prepare a market analysis section in the revised housing element detailing the analysis described in Tasks 9. 1) and 9. E. This will identify a defensible realistic capacity for each of the sites that can be used to address HCD' s comments about the suitability of sites to accommodate housing.

Final Deliverable: This work will be included in the Task 9C submittals.

Task 9. G: Ongoing Negotiation with HCD and Additional Edits to the Housing Element. LWC will participate in interim calls with NCD after submittal of the Housing Element to HCD during HCD' s 60 -day review and make interim revisions to the Housing Element as required by HCD during its interim review. 983 OSOS STREET, SAN LUIS OBISPO, CA 93401 ( 805) 5951345 LISAWISECONSULTING. COM 3 LWC anticipates up to two calls with the City and HCD during this Task, and additional calls with the City as needed. Additional rounds of Housing Element edits ( if applicable) over and above those described in Tasks 9. 0 and 9. G are not included in this add services proposal.

Final Deliverables: Interim Revisions to Housing Element ( Approach Matrix - Excel, Housing Element - Word and PDF); Additional Housing Element Drafts ( Word and PDF). ( Not to exceed 112 hours as noted in the budget spreadsheet.)
Optional Task 9. H: Public Hearings ( 2). LWC will attend and present at one Planning Commission hearing and one City Council hearing to adopt revisions to the Housing Element. LWC assumes attendance would be virtual. LWC also assumes that the City is responsible for preparing staff reports and the appropriate resolution text related to Housing Element Update edits.

Final Deliverables: Planning Commission and City Council presentations (one each; PowerPoint) Contingency. A $ 24, 000 contingency will provide for additional efforts required related to the integration of the MSSP Amendments into the scope of work and any other unanticipated efforts. 983 OSOS STREET, SAN LUIS OBISPO, CA 93401 ( 805) 5951345 LISANJISECONSULTING. COM 4 City of Seal Beach - Add Services V1
Prepared by Lisa Wise Consulting, Inc.

July 28, 2023
Prindpal Director i
Senior lead Associate GISSpedaDst Associate
295 5250 195 179 ,- 179
Hours I
T....

Hours_ Cost
40;
159,_, . _.

Hours ! Cost
2i
Cos_[
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moi.-
310
o, 57, 500 6 1, 170,4
i 40; 61 $ 930
80,I 2, SS00 16; 3, 1201 So! 40; 16; $ 2, 480
Eo; so 16' 3. 120; sa so! 16; $ 2, 480
0i s0{ 16' SU 20i S0 6 51, 0501 40 56, 200
41 $ 1, 180: 16i 4, 0001 40; S7, 8001
t
20! S3, Socl W 60' $ 9, 300
SOj 2 f0'- 371 SSA25i 40. 161_ _$ 2, 480
80i 121183, 0001 E0; 34 85, 950 8! $ 1, 400 30' 4, 650
soj 161-_$ 4, 0001 24i 54, 680; SO 16r-_-._ 82_ 800! 32; $ 4, 960 I
12; 53, 5401 241 56, 0001 601
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11, 7001 Sol soi 161 $ 2, 480
t - 201I
1 64, 5001 53, 100 121 $ 2, 3401 16t 52, 800
I__-__-- 4295 78, t
LISAWIS- 01 MCHEW
1 CERTIFICATE OF LIABILITY INSURANCE

DATE( MM/ DD/ YYYY)
8/ 1/ 2023
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

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

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

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

PRODUCER License # 0305584
Morris & Garritano Insurance Agency, Inc.

PO Drawer 1189
San Luis Obispo, CA 93406
CONTA NAME: CT
ac°, No, E.,): 805) 53- 4 6887 ( AAic, No):( 805) 543- 3064

E- MAIL
1fJq11RFR1q1AFFnRDING COVERAGE NAIC #
INSURER A: Sentinel Insurance Company 11000

INSURED
Lisa Wise Consulting, Inc.
983 Osos Street
San Luis Obispo, CA 93401
INSURER B: Ohio Security Insurance Company 24082
INSURER C: Oak River Insurance Company 34630
INSURERD: Twin City Fire Insurance Company 29459
INSURER E :

INSURER F
TIFICATE NUMBER• REV15ION NUMt3Eh2: COVERAGES CER

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

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

ILTR TYPE OF INSURANCE ADDL IND SUBR WVD POLICY' NUMBER

POLICY EFF
MM/DD

POLICY EXP

M IDD LIMITS

A X COMMERCIAL GENERAL LIABILITY
2' 000' 000

EACH OCCURRENCE S
DAMAGETORENTEDEmisEs ( Ea r
S
1, 000, 000
CLAIMS - MADE ® OCCUR X
51SBABAS314 4/ 1/ 2023 4/ 1/ 2024
MED EXP An ane erson $
10, 000

PERSONAL& ADV INJURY S
2' 000' 000
GEN' L AGGREGATE LIMIT APPLIES PER:

X POLICYjR& , LOC
GENERAL AGGREGATE. S
4' 000' 000
PRODUCTS - COMP/ OPAGG $
4' 000' 000
S
JE aBGNdED SINGLE LIMIT S
1, 000, 000
B
OTHER:

AUTOMOBILE LIABILITY
BODILY INJURY Per erson S

X ANY AUTO X
BAS56524792 4/ 1/ 2023 4/ 1/ 2024
OWNED BODILY INJURY ( Per accident) S

SCHEDULED

AUTOS ONLY AUTOS
WyNN A RTOSONLY A& OSONLDY perm den DAMAGE S
S

UMBRELLA LIAB OCCUR EACH OCCURRENCE S

AGGREGATE S EXCESS LIAR CLAIMS - MADE

DED I I RETENTIONS S
C
D
D

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY

ANY PROPRIETOR/ PARTNER/ EXECUTIVE
Y
OFFICER/ MEMBER EXCLUDED?
Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
Professional Liab.

Professional Liab.

N / A
LIWC422640
51 PGO28245723
51PG028245723
4/ 1/ 2023
4/ 1/ 2023
4/ 1/ 2023
4/1/ 2024
1 4/ 1/ 2024
4/ 1/ 2024
X PER OTHTAT TE ER
1, 000,000
E. L. EACH ACCIDENT S
1, 000, 000
E. L. DISEASE - EA EMPLOYEE S
1, 000, 000
E. L. DISEASE - POLICY LIMIT S
Per Claim & Agg. 2, 000, 000
Deductible 5,000
DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES ( ACORD 101, Additional Remarks Schedule, maybe attached if more space Is required) See form attached as triggered by written contract:

GL: AIIPNC - SS0008 0405.

AL: Al - AC8543 0821
City of Seal Beach
Community Development Director
211 8th Street
Seal Beach, CA 90740
ACORD 25 ( 2016103)

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

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

AUTHORIZED REPRESENTATIVE
V 1700 -LU 1. 7 M%I%JF\ y............... ..._.

The ACORD name and logo are registered marks of ACORD

BUSINESS LIABILITY COVERAGE FORM

2. Applicable To Medical Expenses Coverage
We will not pay expenses for "bodily injury":
a. Any Insured
To any insured, except "volunteer workers".
b. Hired Person
To a person hired to do work for or on behalf
of any insured or a tenant of any insured.
c. Injury On Normally Occupied Premises
To a person injured on that part of
premises you own or rent that the person
normally occupies.
d. Workers' Compensation And Similar
Laws
To a person, whether or not an
employee" of any insured, if benefits for
the " bodily injury" are payable or must be
provided under a workers' compensation
or disability benefits law or a similar law.
e. Athletics Activities
51SBABA5314
e. A trust, you are an insured. Your trustees
are also insureds, but only with respect to
their duties as trustees.

2. Each of the following is also an insured:
a. Employees And Volunteer Workers
Your " volunteer workers" only while
performing duties related to the conduct of
your business, or your " employees"., other
than either your " executive officers" ( if you
are an organization other than a
partnership, joint venture or limited liability
company) or your managers ( if you are a
limited liability company), but only for acts
within the scope of their employment by
you or while performing duties related to
the conduct of your business.

However, none of these " employees" or
volunteer workers" are insureds for:
1) " Bodily injury" or " personal and
advertising injury":

To a person injured while practicing, a) To you, to your partners or instructing or participating in any physical members ( if you are a partnership exercises or games, sports or athletic or joint venture), to your members contests. if you are a limited liability
company), or to a co -"employee"
f. Products - Completed Operations Hazard while in the course of his or her Included with the " products -completed employment or performing duties operations hazard". related to the conduct of your
g. Business Liability Exclusions business, or to your other Excluded under Business Liability Coverage.
volunteer workers" while
performing duties related to the
C. WHO IS AN INSURED conduct of your business;

1. If you are designated in the Declarations as: b) To the spouse, child, parent, a. An individual, you and your spouse are
brother or sister of that co -
insureds, but only with respect to the employee" or that " volunteer conduct of a business of which you are the worker" as a consequence of sole owner.

Paragraph ( 1)( a) above;
b. A partnership or joint venture, you are an c) For which there is any obligation insured. Your members, your partners, and to share damages with or repay their spouses are also insureds, but only with someone else who must pay respect to the conduct of your business. damages because of the injury described in Paragraphs ( 1)( a) or
C. A limited liability company, you are an b) above; or insured. Your members are also insureds,
but only with respect to the conduct of your d) Arising out of his or her providing business. Your managers are insureds, but or failing to provide professional only with respect to their duties as your
health care services.
managers. If you are not in the business of
d. An organization other than a partnership, providing professional health care joint venture or limited liability company,, you
services, Paragraph ( d) does not apply
are an insured. Your " executive officers" and to any nurse, emergency medical directors are insureds, but only with respect technician or paramedic employed by to their duties as your officers or directors. you to provide such services.

Your stockholders are also insureds, but only 2) " Property damage" to property:
with respect to their liability as stockholders. a) Owned, occupied or used by,

b) Rented to, in the care, custody or
control of, or over which physical
control is being exercised for any
purpose by you, any of your
employees", " volunteer workers",
any partner or member ( if you are
a partnership or joint venture), or
any member ( if you are a limited
liability company).
b. Real Estate Manager
Any person (other than your "employee" or
volunteer worker"), or any organization
while acting as your real estate manager.
c. Temporary Custodians Of Your
Property
Any person or organization having proper
temporary custody of your property if you
die, but only:
1) With respect to liability arising out of the
maintenance or use of that property; and
2) Until your legal representative has
been appointed.
d. Legal Representative If You Die
Your legal representative if you die, but
only with respect to duties as such. That
representative will have all your rights and
duties under this insurance.
e. Unnamed Subsidiary
Any subsidiary and subsidiary thereof, of
yours which is a legally incorporated entity
of which you own a financial interest of
more than 50% of the voting stock on the
effective date of this Coverage Part.

The insurance afforded herein for any
subsidiary not shown in the Declarations
as a named insured does not apply to
injury or damage with respect to which an
insured under this insurance is also an
insured under another policy or would be
an insured under such policy but for its
termination or upon the exhaustion of its
limits of insurance.

3. Newly Acquired Or Formed Organization
Any organization you newly acquire or form,
other than a partnership, joint venture or
limited liability company, and over which you
maintain financial interest of more than 50% of
the voting stock, will qualify as a Named
Insured if there is no other similar insurance
available to that organization. However:
a. Coverage under this provision is afforded
only until the 180th day after you acquire
or form the organization or the end of the
policy period, whichever is earlier; and
SISBABA5314

BUSINESS LIABILITY COVERAGE FORM
b. Coverage under this provision does not
apply to:
1) " Bodily injury" or " property damage"
that occurred; or
2) " Personal and advertising injury"
arising out of an offense committed
before you acquired or formed the
organization.

4. Operator Of Mobile Equipment
With respect to " mobile equipment' registered in
your name under any motor vehicle registration
law, any person is an insured while driving such
equipment along a public highway with your
permission. Any other person or organization
responsible for the conduct of such person is
also an insured, but only with respect to liability
arising out of the operation of the equipment, and
only if no other insurance of any kind is available
to that person or organization for this liability.

However, no person or organization is an insured
with respect to:
a. " Bodily injury" to a co -"employee" of the
person driving the equipment; or
b. " Property damage" to property owned by,
rented to, in the charge of or occupied by
you or the employer of any person who is
an insured under this provision.

5. Operator of Nonowned Watercraft
With respect to watercraft you do not own that
is less than 51 feet long and is not being used
to carry persons for a charge, any person is an
insured while operating such watercraft with
your permission. Any other person or
organization responsible for the conduct of
such person is also an insured, but only with
respect to liability arising out of the operation
of the watercraft, and only if no other
insurance of any kind is available to that
person or organization for this liability.

However, no person or organization is an
insured with respect to:
a. " Bodily injury" to a co -"employee" of the
person operating the watercraft; or
b. " Property damage" to property owned by,
rented to, in the charge of or occupied by
you or the employer of any person who is
an insured under this provision.

6. Additional Insureds When Required By
Written Contract, Written Agreement Or
Permit
The person( s) or organization( s) identified in
Paragraphs a. through f. below are additional
insureds when you have agreed, in a written
Form SS 00 08 04 05 Page 11 of 24

BUSINESS LIABILITY COVERAGE FORM
contract, written agreement or because of a
permit issued by a state or political
subdivision, that such person or organization
be added as an additional insured on your
policy, provided the injury or damage occurs
subsequent to the execution of the contract or
agreement, or the issuance of the permit.

A person or organization is an additional
insured under this provision only for that
period of time required by the contract,
agreement or permit.

However, no such person or organization is an
additional insured under this provision if such
person or organization is included as an
additional insured by an endorsement issued
by us and made a part of this Coverage Part,
including all persons or organizations added
as additional insureds under the specific
additional insured coverage grants in Section
F. — Optional Additional Insured Coverages.
a. Vendors
Any person( s) or organization( s) ( referred to
below as vendor), but only with respect to
bodily injury" or " property damage" arising
out of "your products" which are distributed
or sold in the regular course of the vendor' s
business and only if this Coverage Part
provides coverage for " bodily injury" or
property damage" included within the
products -completed operations hazard".
1) The insurance afforded to the vendor
is subject to the following additional
exclusions:

This insurance does not apply to:
a) " Bodily injury" or " property
damage" for which the vendor is
obligated to pay damages by
reason of the assumption of
liability in a contract or agreement.

This exclusion does not apply to
liability for damages that the
vendor would have in the absence
of the contract or agreement;
b) Any express warranty
unauthorized by you;
c) Any physical or chemical change
in the product made intentionally
by the vendor;
d) Repackaging, except when
unpacked solely for the purpose of
inspection, demonstration, testing,
or the substitution of parts under
instructions from the manufacturer,
and then repackaged in the
original container;

51 SBABAS314
e) Any failure to make such
inspections, adjustments, tests or
servicing as the vendor has
agreed to make or normally
undertakes to make in the usual
course of business, in connection
with the distribution or sale of the
products;
f) Demonstration, installation,
servicing or repair operations,
except such operations performed
at the vendor' s premises in
connection with the sale of the
product;
g) Products which, after distribution
or sale by you, have been labeled
or relabeled or used as a
container, part or ingredient of any
other thing or substance by or for
the vendor; or
h) " Bodily injury" or " property
damage" arising out of the sole
negligence of the vendor for its
own acts or omissions or those of
its employees or anyone else
acting on its behalf. However, this
exclusion does not apply to:
i) The exceptions contained in
Subparagraphs ( d) or (f); or
ii) Such inspections, adjustments,
tests or servicing as the vendor
has agreed to make or normally
undertakes to make in the usual
course of business, in
connection with the distribution
or sale of the products.
2) This insurance does not apply to any
insured person or organization from
whom you have acquired such products,
or any ingredient, part or container,
entering into, accompanying or
containing such products.
b. Lessors Of Equipment
1) Any person or organization from
whom you lease equipment; but only
with respect to their liability for " bodily
injury", " property damage" or
personal and advertising injury"
caused, in whole or in part, by your
maintenance, operation or use of
equipment leased to you by such
person or organization.

Form SS 00 08 04 05
2) With respect to the insurance afforded
to these additional insureds, this
insurance does not apply to any
occurrence" which takes place after
you cease to lease that equipment.
c. Lessors Of Land Or Premises
1) Any person or organization from
whom you lease land or premises, but
only with respect to liability arising out
of the ownership, maintenance or use
of that part of the land or premises
leased to you.
2) With respect to the insurance afforded
to these additional insureds, this
insurance does not apply to:
a) Any " occurrence" which takes
place after you cease to lease that
land or be a tenant in that
premises; or
51SBABA5314

BUSINESS LIABILITY COVERAGE FORM
e. Permits Issued By State Or Political
Subdivisions
1) Any state or political subdivision, but
only with respect to operations
performed by you or on your behalf for
which the state or political subdivision
has issued a permit.
2) With respect to the insurance afforded
to these additional insureds, this
insurance does not apply to:
a) " Bodily injury", " property damage"
or " personal and advertising
injury" arising out of operations
performed for the state or
municipality; or
b) " Bodily injury" or "property damage"
included within the " products -
completed operations hazard".
f. Any Other Party
b) Structural alterations, new 1) Any other person or organization who construction or demolition is not an insured under Paragraphs a. operations performed by or on through e. above., but only with behalf of such person or respect to Iiability for " bodily injury", organization. property damage" or " personal and
d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or 1) Any architect, engineer, or surveyor, but in part, by your acts or omissions or only with respect to liability for " bodily the acts or omissions of those acting injury", " property damage" or " personal on your behalf:
and advertising injury" caused, in whole a) In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on b) In connection with your premises your behalf: owned by or rented to you; or
a) In connection with your premises; c) In connection with " your work" and or included within the " products -
b) In the performance of your completed operations hazard", but ongoing operations performed by only if
you or on your behalf. i) The written contract or written 2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured; and This insurance does not apply to ii) This Coverage Part provides bodily injury", " property damage" or coverage for " bodily injury" or personal and advertising injury" property damage" included arising out of the rendering of or the within the " products - failure to render any professional completed operations hazard". services by or for you, including: 2) With respect to the insurance afforded a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to:
maps, shop drawings, opinions, Bodily injury", " property damage" or reports, surveys, field orders, personal and advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specifications; or failure to render, any professional b) Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including:
activities.

Form SS 00 08 04 05 Page 13 of 24

BUSINESS LIABILITY COVERAGE FORM
a) The preparing, approving, or
failure to prepare or approve,
maps, shop drawings, opinions,
reports, surveys, field orders,
change orders, designs or
drawings and specifications; or
b) Supervisory, inspection,
architectural or engineering
activities.

The limits of insurance that apply to additional
insureds are described in Section D. — Limits
Of Insurance.

How this insurance applies when other
insurance is available to an additional insured
is described in the Other Insurance Condition
in Section E. — Liability And Medical Expenses
General Conditions.

No person or organization is an insured with
respect to the conduct of any current or past
partnership, joint venture or limited liability
company that is not shown as a Named Insured in
the Declarations.

D. LIABILITY AND MEDICAL EXPENSES

LIMITS OF INSURANCE

1. The Most We Will Pay
The Limits of Insurance shown in the
Declarations and the rules below fix the most
we will pay regardless of the number of:
a. Insureds;
b. Claims made or " suits" brought; or
c. Persons or organizations making claims or
bringing "suits".

2. Aggregate Limits
The most we will pay for.
a. Damages because of " bodily injury" and
property damage" included in the
products -completed operations hazard" is
the Products - Completed Operations
Aggregate Limit shown in the
Declarations.
b. Damages because of all other " bodily
injury", " property damage" or " personal
and advertising injury", including medical
expenses, is the General Aggregate Limit
shown in the Declarations.

This General Aggregate Limit applies
separately to each of your ' locations"
owned by or rented to you.

Location" means premises involving the
same or connecting lots, or premises
whose connection is interrupted only by a
street, roadway or right- of-way of a
railroad.

SISBABA5314
This General Aggregate limit does not
apply to " property damage" to premises
while rented to you or temporarily
occupied by you with permission of the
owner, arising out of fire, lightning or
explosion.

3. Each Occurrence Limit
Subject to 2.a. or 2. b above, whichever
applies, the most we will pay for the sum of all
damages because of all " bodily injury",
property damage" and medical expenses
arising out of any one ' occurrence" is the
Liability and Medical Expenses Limit shown in
the Declarations.

The most we will pay for all medical expenses
because of " bodily injury" sustained by any
one person is the Medical Expenses Limit
shown in the Declarations.

4. Personal And Advertising Injury Limit
Subject to 2. b. above, the most we will pay for
the sum of all damages because of all
personal and advertising injury" sustained by
any one person or organization is the Personal
and Advertising Injury Limit shown in the
Declarations.

5. Damage To Premises Rented To You Limit
The Damage To Premises Rented To You
Limit is the most we will pay under Business
Liability Coverage for damages because of
property damage" to any one premises, while
rented to you, or in the case of damage by fire,
lightning or explosion, while rented to you or
temporarily occupied by you with permission of
the owner.

In the case of damage by fire, lightning or
explosion, the Damage to Premises Rented To
You Limit applies to all damage proximately
caused by the same event, whether such
damage results from fire, lightning or explosion
or any combination of these.

6. How Limits Apply To Additional Insureds
The most we will pay on behalf of a person or
organization who is an additional insured
under this Coverage Part is the lesser of:
a. The limits of insurance specified in a
written contract, written agreement or
permit issued by a state or political
subdivision; or
b. The Limits of Insurance shown in the
Declarations.

Such amount shall be a part of and not in
addition to the Limits of Insurance shown in
the Declarations and described in this Section.

If more than one limit of insurance under this
policy and any endorsements attached thereto
applies to any claim or "suit", the most we will pay
under this policy and the endorsements is the
single highest limit of liability of all coverages
applicable to such claim or " suit". However, this
paragraph does not apply to the Medical Expenses
limit set forth in Paragraph 3. above.

The Limits of Insurance of this Coverage Part apply
separately to each consecutive annual period and to
any remaining period of less than 12 months, starting
with the beginning of the policy period shown in the
Declarations, unless the policy period is extended
after issuance for an additional period of less than 12 months. In that case, the additional period will be
deemed part of the last preceding period for purposes
of determining the Limits of Insurance.

E. LIABILITY AND MEDICAL EXPENSES

GENERAL CONDITIONS

1. Bankruptcy
Bankruptcy or insolvency of the insured or of
the insured' s estate will not, relieve us of our
obligations under this Coverage Part.

2. Duties In The Event Of Occurrence,
Offense, Claim Or Suit
a. Notice Of Occurrence Or Offense
You or any additional insured must see to
it that we are notified as soon as
practicable of an " occurrence" or an
offense which may result in a claim. To
the extent possible, notice should include:
1) How, when and where the " occurrence"
or offense took place;
2) The names and addresses of any
injured persons and witnesses; and
3) The nature and location of any injury
or damage arising out of the
occurrence" or offense.
b. Notice Of Claim
If a claim is made or " suit" is brought
against any insured, you or any additional
insured must:
1) Immediately record the specifics of the
claim or " suit" and the date received;
and
2) Notify us as soon as practicable.

You or any additional insured must see to
it that we receive a written notice of the
claim or " suit" as soon as practicable.
c. Assistance And Cooperation Of The
Insured
You and any other involved insured must:
51 SBABAS314

BUSINESS LIABILITY COVERAGE FORM
1) Immediately send us copies of any
demands, notices, summonses or
legal papers received in connection
with the claim or " suit";
2) Authorize us to obtain records and
other information;
3) Cooperate with us in the investigation,
settlement of the claim or defense
against the " suit'; and
4) Assist us, upon our request, in the
enforcement of any right against any
person or organization that may be
liable to the insured because of injury
or damage to which this insurance
may also apply.
d. Obligations At The Insured' s Own Cost
No insured will, except at that insured' s own
cost, voluntarily make a payment, assume
any obligation, or incur any expense, other
than for first aid, without our consent.
e. Additional Insured' s Other Insurance
If we cover a claim or " suit" under this
Coverage Part that may also be covered
by other insurance available to an
additional insured, such additional insured
must submit such claim or " suit" to the
other insurer for defense and indemnity.

However, this provision does not apply to
the extent that you have agreed in a
written contract, written agreement or
permit that this insurance is primary and
non- contributory with the additional
insured' s own insurance.
f. Knowledge Of An Occurrence, Offense,
Claim Or Suit
Paragraphs a. and b. apply to you or to
any additional insured only when such
occurrence", offense, claim or " suit" is
known to:
1) You or any additional insured that is
an individual;
2) Any partner, if you or an additional
insured is a partnership;
3) Any manager, if you or an additional
insured is a limited liability company;
4) Any " executive officer" or insurance
manager, if you or an additional
insured is a corporation;
5) Any trustee, if you or an additional
insured is a trust; or
6) Any elected or appointed official, if you
or an additional insured is a political
subdivision or public entity.

Form SS 00 08 04 05 - Page 15 of 24

BUSINESS LIABILITY COVERAGE FORM
This Paragraph f. applies separately to
you and :any additional insured.

3. Financial Responsibility Laws
a. When this policy is certified as proof of
financial responsibility for the future under
the provisions of any motor vehicle
financial responsibility law, the insurance
provided by the policy for " bodily injury"
liability and " property damage" liability will
comply with the provisions of the law to
the extent of the coverage and limits of
insurance required by that law.
b. With respect to " mobile equipment" to
which this insurance applies, we will
provide any liability, uninsured motorists,
underinsured motorists, no- fault or other
coverage required by any motor vehicle
law. We will provide the required limits for
those coverages.

4. Legal Action Against Us
No person or organization has a right under
this Coverage Form:
a. To join us as a party or otherwise bring us
into a " suit" asking for damages from an
insured; or
b. To sue us on this Coverage Form unless
all of its terms have been fully complied
with.

A person or organization may sue us to recover
on an agreed settlement or on a final judgment
against an insured; but we will not be liable for
damages that are not payable under the terms of
this insurance or that are in excess of the
applicable limit of insurance. An agreed
settlement means a settlement and release of
liability signed by us, the insured and the
claimant or the claimant' s legal representative.

S. Separation Of Insureds
Except with respect to the Limits of Insurance,
and any rights or duties specifically assigned
in this policy to the first Named Insured, this
insurance applies:
a. As if each Named Insured were the only
Named Insured; and
b. Separately to each insured against whom
a claim is made or " suit" is brought.

6. Representations
a. When You Accept This Policy
By accepting this policy, you agree:
1) The statements in the Declarations
are accurate and complete;
2) Those statements are based upon
representations you made to us; and
51 SBABA5314
3) We have issued this policy in reliance
upon your representations.
b. Unintentional Failure To Disclose
Hazards
If unintentionally you should fail to disclose
all hazards relating to the conduct of your
business at the inception date of this
Coverage Part, we shall not deny any
coverage under this Coverage Part
because of such failure.

7. Other Insurance
If other valid and collectible insurance is
available for a loss we cover under this
Coverage Part, our obligations are limited as
follows:
a. Primary Insurance
This insurance is primary except when b.
below applies. If other insurance is also
primary, we will share with all that other
insurance by the method described in c.
below.
b. Excess Insurance
This insurance is excess over any of the
other insurance, whether primary, excess,
contingent or on any other basis:
1) Your Work
That is Fire, Extended Coverage,
Builder' s Risk, Installation Risk or
similar coverage for "your work';
2) Premises Rented To You
That is fire, lightning or explosion
insurance for premises rented to you
or temporarily occupied by you with
permission of the owner;
3) Tenant Liability
That is insurance purchased by you to
cover your liability as a tenant for
property damage" to premises rented
to you or temporarily occupied by you
with permission of the owner;
4) Aircraft, Auto Or Watercraft
If the loss arises out of the maintenance
or use of aircraft, " autos" or watercraft to
the extent not subject to Exclusion g. of
Section A. — Coverages.
5) Property Damage To Borrowed
Equipment Or Use Of Elevators
If the loss arises out of " property
damage" to borrowed equipment or
the use of elevators to the extent not
subject to Exclusion k. of Section A. —
Coverages.

6) When You Are Added As An
Additional Insured To Other
Insurance
That is other insurance available to
you covering liability for damages
arising out of the premises or
operations, or products and completed
operations, for which you have been
added as an additional insured by that
insurance; or
7) When You Add Others As An
Additional Insured To This
Insurance
That is other insurance available to an
additional insured.

However, the following provisions
apply to other insurance available to
any person or organization who is an
additional insured under this Coverage
Part:
a) Primary Insurance When
Required By Contract
This insurance is primary if you
have agreed in a written contract,
written agreement or permit that
this insurance be primary. If other
insurance is also primary, we will
share with all that other insurance
by the method described in c.
below.
b) Primary And Non -Contributory
To Other Insurance When
Required By Contract
If you have agreed in a written
contract, written agreement or
permit that this insurance is
primary and non- contributory with
the additional insured' s own
insurance, this insurance is
primary and we will not seek
contribution from that other
insurance.

Paragraphs (a) and ( b) do not apply to
other insurance to which the additional
insured has been added as an
additional insured.

When this insurance is excess, we will
have no duty under this Coverage Part to
defend the insured against any "suit" if any
other insurer has a duty to defend the
insured against that " suit". If no other
insurer defends, we will undertake to do
so, but we will be entitled to the insured' s
rights against all those other insurers.
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BUSINESS LIABILITY COVERAGE FORM
When this insurance is excess over other
insurance, we will pay only our share of
the amount of the loss, if any, that
exceeds the sum of:
1) The total amount that all such other
insurance would pay for the loss in the
absence of this insurance; and
2) The total of all deductible and selfinsured amounts under all that other insurance.

We will share the remaining loss, if any, with
any other insurance that is not described in
this Excess Insurance provision and was not
bought specifically to apply in excess of the
Limits of Insurance shown in the
Declarations of this Coverage Part.
c. Method Of Sharing
If all the other insurance permits
contribution by equal shares, we will follow
this method also. Under this approach,
each insurer contributes equal amounts
until it has paid its applicable limit of
insurance or none of the loss remains,
whichever comes first.

If any of the other insurance does not permit
contribution by equal shares, we will
contribute by limits. Under this method, each
insurer' s share is based on the ratio of its
applicable limit of insurance to the total
applicable limits of insurance of all insurers.

8. Transfer Of Rights Of Recovery Against
Others To Us
a. Transfer Of Rights Of Recovery
If the insured has rights to recover all or
part of any payment, including
Supplementary Payments, we have made
under this Coverage Part, those rights are
transferred to us. The insured must do
nothing after loss to impair them. At our
request, the insured will bring " suit" or
transfer those rights to us and help us
enforce them. This condition does not
apply to Medical Expenses Coverage.
b. Waiver Of Rights Of Recovery ( Waiver
Of Subrogation)
If the insured has waived any rights of
recovery against any person or
organization for all or part of any payment,
including Supplementary Payments, we
have made under this Coverage Part, we
also waive that right, provided the insured
waived their rights of recovery against
such person or organization in a contract,
agreement or permit that was executed
prior to the injury or damage.

Form SS 00 08 04 05 Page 17 of 24
4 BAS56524792

COMMERCIAL AUTO
AC 85 43 08 21
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

CALIFORNIA BUSINESS AUTO COVERAGE

ENHANCEMENT ENDORSEMENT
This endorsement modifies insurance provided under the following:

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

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

COVERAGEINDEX

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

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

However, " insured" does not include any organization that:
1) Is a partnership or joint venture; or
2) Is an " insured" under any other automobile policy except a policy written specificall y to apply in excess of this policy; or
3) Has exhausted its Limit of Insurance or had its policy terminated under any other automobile policy.
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Coverage under this provision d. does not apply to " bodily injury" or " property damage" that occurred before you acquired or -formed the organization.

2. EMPLOYEES AS INSUREDS
SECTION 11 - LIABILITY COVERAGE, Paragraph A. I. Who Is An Insured is amended to include the following as an " insured":
e. Any " employee" of yours while using a covered " auto" you do not own, hire or borrow but only for acts within the scope of their employment by you. Insurance provided by this endorsement is excess over any other insurance available to any " employee". f. Any " employee" of yours while operating an " auto" hired or borrowed under a written contract or agreement in that " employee' s" name, with your permission, while performing duties related to the conduct of your business and within the scope of their employment. Insurance provided by this endorsement is excess over any other insurance available to the " employee".

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

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

The " insured" is required to submit a claim to any other insurer to which coverage could apply for defense and indemnity. Unless the " insured" has agreed in writing to primary noncontributory wording per enhancement number 23, this policy is excess over any other collectible insurance.

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

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

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

This coverage is excess over any other collectible insurance.

SECTION III - PHYSICAL DAMAGE COVERAGE is amended as follows:

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

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

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

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

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

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

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

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

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

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

10. EXTRA EXPENSE - BROADENED COVERAGE
Under SECTION 111 - PHYSICAL DAMAGE COVERAGE, A. Coverage, we will pay for the expense of returning a stolen covered " auto" to you. The maximum amount we will pay is $ 1, 000.

11. PERSONAL EFFECTS COVERAGE
A. SECTION III PHYSICAL DAMAGE COVERAGE, A. Coverage, is amended by adding the following:
if you have purchased Comprehensive Coverage on this policy for an " auto" you own and that auto" is stolen, we will pay, without application of a deductible, up to $ 600 for " personal effects" stolen with the " auto."
The insurance provided under this ' provision is excess over any other collectible insurance.

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

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

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

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

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

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

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

14. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE SECTION 111 - PHYSICAL DAMAGE COVERAGE, B. Exclusions, Paragraph a. of the exception to exclusions 4. c. and 4.d. is deleted and replaced with the following:

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

If the " loss" occurs solely to audio, visual or data electronic equipment or accessories used with this equipment, then our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by a $ 100 deductible.
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15. LOAN / LEASE GAP COVERAGE ( Not Applicable In New York) A- Paragraph C. Limit Of Insurance of SECTION 111 - PHYSICAL DAMAGE COVERAGE is amended by adding the following:

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

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

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

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

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

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

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

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

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

16. GLASS REPAIR- WAIVER OF DEDUCTIBLE
Paragraph D. Deductible of SECTION 111 - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following:

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

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

The deductible does not apply to ' loss" caused by collision to such covered " auto" of the private passenger type or light weight truck with a gross vehicle weight of 10, 000 lbs. or less as defined by the manufacturer as maximum loaded weight the " auto" is designed to carry while it is:
a. In the charge of an " insured';
b. Legally parked; and
c. Unoccupied.
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The " loss" must be reported to the police authorities within 24 hours of known damage.

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

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

18. TWO OR MORE DEDUCTIBLES
Under SECTION 111 - PHYSICAL DAMAGE COVERAGE, if two or more company policies or coverage forms apply to the same " accident", the following applies to Paragraph D. Deductible a. If the applicable Business Auto deductible is the smaller ( or smallest) deductible, it will be waived; or
b. If the applicable Business Auto deductible is not the smaller ( or smallest) deductible , it will be reduced by the amount of the smaller ( or smallest) deductible; or c. If the " loss" involves two or more Business Auto coverage forms or policies, the smaller ( or smallest) deductible will be waived.

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

SECTION IV - BUSINESS AUTO CONDITIONS is amended as follows:

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

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

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

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

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

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

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

22. HIRED AUTO COVERAGE TERRITORY
SECTION IV - BUSINESS AUTO CONDITIONS , Paragraph B. 7. Policy Period, Coverage Territory, is amended by the addition of the following:
f. For " autos" hired 30 days or less, the coverage territory is anywhere in the world, provided that the insured' s" responsibility to pay for damages is determined in a " suit", on the merits, in the United States, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to.
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This extension of coverage does not apply to an " auto" hired, leased, rented or borrowed with a driver.

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

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

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

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

SECTION V - DEFINITIONS is amended as follows:

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

Bodily injury" means physical injury, sickness or disease sustained by a person, - including mental anguish, mental injury, shock, fright or death resulting from any of these at any time. 2021 Liberty Mutual Insurance
AC 85 43 08 21 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 7 of 7

PROFESSIONAL SERVICES AGREEMENT
for
A Zoning Code Update to Implement the
2021 — 2029 Housing Element
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City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
Lisa Wise Consulting, Inc.
983 Osos Street
San Luis Obispo, CA 93401
805) 595- 1345
This Professional Service Agreement (" the Agreement") is made as of March 11, 2024 to be effective as of March 1, 2024 ( the " Effective Date"), by and between Lisa Wise Consulting, Inc., a California Corporation (" Consultant"), and the City of Seal Beach City"), a California charter city, ( collectively, " the Parties").

City of Seal Beach Professional Services Agreement

RECITALS
A. City desires certain professional services related to revising and updating portions of Title 11 of the Municipal Code ( known as the " Zoning Code") to implement the 2021- 2029 Housing Element.

B. Pursuant to the authority provided by its City Charter and Seal Beach Municipal Code § 3. 20. 025( C), City issued a solicitation for the zoning code professional services to be performed.

C. Consultant represents that the principal members of its firm are licensed and registered professionals with expertise in developing zoning code regulations and are fully qualified to perform the professional services contemplated by this Agreement by virtue of its experience, and the training, education and expertise of its principals and employees.

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

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

AGREEMENT

1. 0 Consultant' s Services

1. 1. Scope of Services. In compliance with all terms, conditions and provisions of this Agreement, Consultant shall provide those professional services ( collectively " Services") set forth in the " Scope of Services" attached hereto as Exhibit A and incorporated herein by this reference, all to City' s reasonable satisfaction.

1. 2. Agreement Documents; Order of Precedence.
1 . 2. 1. The Agreement Documents include this Agreement itself, and the " Scope of Services", Exhibit A, includes the Proposal, which is incorporated herein by this reference, together with any additional City standards or specifications or requirements set forth therein.
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 A; and then ( iii) Exhibit B ( Terms for Compliance with California Labor Law Requirements); and then ( iv) Exhibit C ( if any); and then ( v) Exhibit D ( if any); and then ( vi) the RFP; and then ( vii) the Proposal, shall govern. In the event there is any conflict 2 of 21
City of Seal Beach Professional Services Agreement
between the Agreement, on the one hand, and any of the Exhibits, the RFP or the Proposal on the other hand, the Agreement shall govern. 1 . 3. Standard of Care. As a material inducement to City to enter into this Agreement, Consultant hereby represents that it has the experience necessary to undertake the Services to be provided. In light of such status and experience, Consultant hereby covenants that it shall follow the customary professional standards in performing all Services. The City relies upon the skill of Consultant, and Consultant' s staff, if any, to do and perform the Services in a skillful, competent, and professional manner, and Consultant and Consultant' s staff, shall perform the Services in such manner. Consultant shall, at all times, meet or exceed any and all applicable professional standards of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City. The acceptance of Consultant' s work by the City shall not operate as a release of Consultant from such standard of care and workmanship.

1. 4. Familiarity with Services. By executing this Agreement, Consultant represents that, to the extent required by the standard of practice, Consultant ( 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. Consultant represents that Consultant, 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 Consultant discover any latent or unknown conditions, which will materially affect the performance of services, Consultant shall immediately inform City of such fact and shall not proceed except at Consultant's risk until written instructions are received from City' s Representative.

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

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

2. 0 Term

2. 1 . Original Term. The term of this Agreement shall commence on March 1, 2024 and shall remain in full force and effect until February 28, 2025 unless sooner terminated as provided in Section 5. 0 of this Agreement. 3 of 21
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3. 0 Consultant' s Compensation

3. 1. City will pay Consultant in accordance with the hourly rates shown on the fee schedule set forth in Exhibit A for the Services but in no event will the City pay more than the total not- to- exceed amount of $ 19, 400. 00 ( nineteen thousand four hundred dollars) for the original Term.

4. 0 Method of Payment

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

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

5. 0 Termination

5. 1. Termination by City.

5. 1. 1. This Agreement may be terminated by City, without cause, upon giving Consultant 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 Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy.

5. 2. Termination by Consultant. This Agreement may be terminated by Consultant based on reasonable cause, by serving written notice of termination to City, provided that Consultant has first 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.
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5. 3. Obligations Upon Termination. Unless otherwise specified in the notice of termination, Consultant 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 Consultant' s notice of termination to City under Subsection 5. 1. 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 Consultant is not then in breach, City shall pay Consultant for any portion of the Services completed prior to termination, based on the reasonable value of the 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 Consultant. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. In no event shall Consultant be entitled to payment for unperformed services or services within the Scope of Services performed prior to the effective date of this Agreement; and Consultant shall not be entitled to receive more than the amount that would be paid to Consultant for the full performance of the Services up to date of termination. Consultant 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. Lisa Wise is the Consultant' s primary representative for purposes of this Agreement. Lisa Wise shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the Services hereunder. Consultant may not change its representative without the prior written approval of City, which approval shall not be unreasonably withheld.

7. 0 Notices

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

To City: City of Seal Beach
211- 8th Street
Seal Beach, California 90740
Attn: City Manager
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To Consultant: Lisa Wise Consulting, Inc.
983 Osos Street
San Luis Obispo, CA 93401
Attn: David Bergman

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

8. 0 Permits and Licenses
Consultant and all of Consultant' s employees and other personnel shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of the Services under this Agreement, including a business license as required by the Seal Beach Municipal Code.

9. 0 Independent Contractor

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

9. 2. All of Consultant's employees and other personnel performing any of the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant' s exclusive direction and control. Consultant and Consultant' s personnel shall not supervise any of City' s employees; and City' s employees shall not supervise Consultant' s personnel. Consultant' s personnel shall not wear or display any City uniform, badge, identification number, or other information identifying such individual as an employee of City; and Consultant' s personnel shall not use any City e- mail address or City telephone number in the performance of any of the Services under this Agreement. Consultant shall acquire and maintain at its sole cost and expense such vehicles, equipment and supplies as Consultant's personnel require to perform any of the Services required by this Agreement. Consultant shall perform all Services off of City premises at locations of Consultant' s choice, except ( i) as otherwise required for the performance of Services on City real property, vehicles or equipment; ( ii) as otherwise may from time to time be necessary in order for Consultant' s personnel to receive projects from City, review plans on file at City, pick up or deliver any work product related to Consultant' s performance of any Services under this Agreement, or ( iii) as may be necessary to inspect or visit City locations and/ or private property to perform 6 of 21
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such Services. City may make a computer available to Consultant from time to time for Consultant' s personnel to obtain information about or to check on the status of projects pertaining to the Services under this Agreement.

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

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

9. 4. Consultant shall defend, indemnify and hold harmless City, its elected and appointed officials, officers, employees, 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 Consultant' s personnel practices. or to the extent arising from, caused by or relating to the violation of any of the provisions of this Section 9. 0. In addition to all other remedies available under law, City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant' s failure to promptly pay to City any reimbursement or indemnification arising under this Section. This duty of indemnification is in addition to Consultant' s duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. Consultant' s 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. Consultant agrees that, in providing its employees and any other personnel to City to perform any work or other Services under this Agreement, Consultant shall assure compliance with the Public Employees' Retirement Law (" PERL"), commencing at Government Code § 20000, as amended by the Public 7 of 21
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Employees' Pension Reform Act of 2013 (" PEPRA"),. and the regulations of PERS, as amended from time to time. Without limitation to the foregoing, Consultant shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the PERL, PEPRA or any other applicable retirement laws and regulations.

10. 2. Indemnification. To the maximum extent permitted by law, Consultant shall defend, indemnify and hold harmless City, its City, its elected and appointed officials, officers, employees, 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 Consultant' s violation of any provisions of this Section 10. 0. This duty of indemnification is in addition to Consultant' s duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. Consultant' s 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, specifications, photographs, images, images, ideas, concepts, designs including but not limited to website designs, source code, object code, computer files, electronic data and/ or files, other media of any kind whatsoever, and any other documents and written material of any kind, created, developed or used by Consultant 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 Consultant' 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. Consultant shall not obtain or attempt to obtain copyright protection as to any of the Work Product. 11 . 2. Consultant 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.
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11. 3. Consultant warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the Services and the production of all Work Product produced under this Agreement, and that City has full legal title to and the right to reproduce the Work Product for any purpose. Consultant shall defend, indemnify and hold City, its elected and appointed officials, officers, employees, 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, or any contractual provisions, or any laws relating to trade names, licenses, franchises, copyrights, patents or other means of protecting intellectual property rights and/ or interests in products or inventions.

Consultant shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, equipment, devices or processes in connection with its provision of the Services and 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, Consultant, 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. Consultant' s covenants and obligations shall survive the expiration and/ or termination of this Agreement.

11. 4. Upon expiration or termination of the Agreement, Consultant 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 Consultant prepares a document on a computer, Consultant shall provide City with said document both in a printed format and in an electronic format that is acceptable to City.

12. 0 Confidentiality

12. 1. Consultant 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. Consultant covenants that all Work Product ( as defined in Subsection 11 . 1) and/ or any other data, documents, writings, discussion or other information created, developed, received or provided by Consultant in the performance of this Agreement are deemed confidential unless such information is in the public domain or already known to Consultant.

Consultant 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 9 of 21
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authorization if applicable law requires disclosure. Consultant, its officers, employees, agents, and/ or subcontractors shall not without written authorization from the City Manager or unless requested in writing by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the Services performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered voluntary," provided Consultant gives City timely notice of such court order or subpoena.

12. 2. Consultant shall promptly notify City should Consultant, its officers, employees, agents 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 work performed thereunder or with respect to any project or property located within the City. City may, but has no obligation to, represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, City' s right to review any such response does not imply or mean the right by City to control, direct or rewrite the response.

12. 3. Consultant' 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 the City. Consultant is fully responsible to City for the performance of any and all subcontractors. Authorized subcontracts, if any, shall contain a provision making the subcontractor subject to all requirements of this Agreement,

14. 0 Prohibition Against Assignment, Transfer or Delegation Consultant 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
Consultant shall maintain complete and accurate records with respect to all Services and other matters covered under this Agreement, including but 10 of 21
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expressly not limited to, all Services performed, salaries, wages, payroll, invoices, time cards, cost control sheets, costs, expenses, receipts and other records and Work Product with respect to this Agreement. Consultant shall maintain adequate records on the Services provided in sufficient detail to permit an evaluation of all Services in connection therewith. All such records shall be clearly identified and readily accessible. At all times during regular business hours, Consultant shall provide City with free access to such records, and the right to examine and audit the same and to make copies and transcripts as City deems necessary, and shall allow inspection of all program data, information, documents, proceedings and activities and all other matters related to the performance of the Services under this Agreement. Consultant shall retain all financial and program service records and all other records related to the Services and performance of this Agreement for at least three ( 3) years after expiration, termination or final payment under this Agreement, whichever occurs later. City' s rights under this Section 15. 0 shall survive for three ( 3) years after expiration, termination or final payment under this Agreement, whichever occurs later.

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

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

17. 0 Insurance

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

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

17. 2. 1. Commercial General Liability Insurance: Consultant shall maintain limits no less than $ 2, 000, 000 per occurrence for bodily injury, personal injury and property damage; and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/ location or the general aggregate limit shall be twice the required occurrence limit: Coverage shall be at least as 11 of 21
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broad as the latest version of Insurance Services Office Commercial General Liability coverage ( occurrence form CG 0001). If Consultant is a limited liability company, the commercial general liability coverage shall be amended so that Consultant and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds;

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

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

17. 2. 4. Professional Liability ( or Errors and Omissions) Liability Insurance: Consultant 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. 3. Acceptability of Insurers. The Insurance policies required under this Section shall be placed with insurers with a current A. M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City.

17. 4. Additional Insured.

17. 4. 1. For general liability insurance, City, its elected and appointed officials, officers, employees, agents, 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 the Consultant, including materials, parts or equipment furnished in connection with such work.

17. 4. 2. For automobile liability insurance, City, its elected and appointed officials, officers, employees, agents, volunteers and those City agents serving as independent contractors in the role of City officials, shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible. 12 of 21
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17. 4. 3. These additional insured provisions shall also apply to any excess/ umbrella liability policies.

17. 5. Cancellations or Modifications to Coverage. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by City to state: ( 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, volunteers, and those City agents serving as independent contractors in the role of City officials;

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

17. 7. Separation of Insureds. 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, volunteers and those City agents serving as independent contractors in the role of City officials.

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

17. 9. Waiver of Subrogation. Each insurance policy required by this Agreement shall expressly waive the insurer' s right of subrogation against City and its elected and appointed officials, officers, employees, agents, volunteers and those City agents serving as independent contractors in the role of City officials. Consultant hereby waives its own right of recovery and all rights of 13 of 21
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subrogation against City; and shall require similar express written waivers from any subcontractor.

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

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

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

17. 13. Indemnity Requirements Not Limiting. Procurement of insurance by Consultant shall not be construed as a limitation of Consultant's liability or as full performance of Consultant' s duties under any provision of this Agreement.

17. 14. Broader Coverage/ Higher Limits. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of Consultant under this Agreement. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Services. If Consultant maintains broader coverage and/ or higher limits than the minimums required above, City requires and shall be 14 of 21
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entitled to the broader coverage and/ or the higher limits maintained by Consultant.

17. 15. Subcontractor Insurance Requirements/ Pass- Through Clause.

Consultant shall require each of its subconsultants and/ or subcontractors that perform Services under this Agreement to maintain insurance coverage that meets all of the requirements of this Section. Consultant agrees to monitor and review all such coverages and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Section.

Consultant agrees to submit all agreements with consultants, subcontractors, and others engaged in the Services upon City' s request.

17. 16. Timely Notice of Claims. Contractor shall give City prompt and timely notice of demands or claims made or suits instituted that arise 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.

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

18. 1. Indemnities.

18. 1. 1. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, defend, hold harmless and indemnify City and its elected and appointed officials, officers, attorneys, agents, employees, volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials ( collectively " Indemnitees" in this Section

18. 0), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, bid protests, stop notices, liens and losses of any nature whatsoever, including but not limited to fees of accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all consequential damages ( collectively " Claims"), in law or equity, whether actual, alleged or threatened, to property or persons, including but not limited to, bodily injury, death, personal injury and property damage, in any manner arising out of, claimed to arise out of, pertaining to, or relating to the breach of this Agreement and/ or any acts, errors, omissions, negligence or willful misconduct of Consultant, its officers, agents, servants, employees, contractors, subcontractors, subconsultants, materialmen, or suppliers, or their officers, agents, servants or employees ( or any entity or individual for whom Consultant 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 Indemnitees as determined by final arbitration or court decision or by the agreement of the Parties. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Claims with counsel of the Indemnitees' choice, and shall pay all costs and expenses, including all attorneys' fees and experts' costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for 15 of 21
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any and all legal expenses and costs incurred by the Indemnitees in connection therewith.

18. 1. 2. Consultant shall defend, indemnify and hold harmless City in accordance with Sections 9. 0 and 10. 0.

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

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

18. 4. Insurance Requirements Not Limiting. City does not, and shall not, waive any rights that it may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. The indemnities and obligations in this 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 Indemnitees.

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

19. 0 Non- Discrimination and Equal Employment Opportunity Consultant affirmatively represents that it is an equal opportunity employer. In the performance of this Agreement, Consultant covenants that it shall not 16 of 21
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discriminate, harass or retaliate against any of its employee, applicants for employment, contractors, subcontractors or subconsultants because of race, religion, color, national origin, handicap, ancestry, sex, gender, sexual orientation, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, military or veteran status, or any other basis prohibited by law.

Consultant further covenants that in the performance of this Agreement, Consultant shall not discriminate, harass or retaliate against any of City' s elected or appointed officials, officers, employees, consultants, contractors, subcontractors, or subconsultants on any such basis prohibited by law.

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

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

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

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

24. 0 Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Orange County, California, shall be the venue for any action or proceeding that may be brought by reason of, that arises out of, 17 of 21
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and/ or relates to any dispute under this Agreement ( whether contract, tort or both).

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

26. 0 Waiver
No delay or omission to exercise any right, power or remedy accruing to City under this Agreement shall impair any right, power or remedy of City, nor shall it be construed as a waiver of, or consent to, any breach or default. No waiver of any breach, any failure of a condition, or any right or remedy under this Agreement shall be ( 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.

27. 0 Prohibited Interests; Conflict of Interest

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

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

27. 2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift.
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27. 3. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, noncontractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited " conflict of interest" under applicable laws as described in this Section.

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

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

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

31. 0 Mutual Cooperation
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31. 1. City' s Cooperation. City shall provide Consultant with all pertinent Data, documents and other requested information as is reasonably available for Consultant' s proper performance of the Services required under this Agreement.

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

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

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

34. 0 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.

35. 0 Exhibits
All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control.

36. 0 Corporate Authority
The person executing this Agreement on behalf of Consultant warrants that he or she is duly authorized to execute this Agreement on behalf of said party and that by his or her execution, the Consultant is formally bound to the provisions of this Agreement.
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IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written.

CITY OF SEAL BEACH CONSULTANT: Lisa Wise Consulting,
Inc., a California Corporation / 9
By: y: l`- r
Ingram, City Manage Name: ', . AICP
Its: P - sid ast • 4 0
Attest: By: If
Name: H- rrtwelli
Its: Vice ' resid- t and Secreta
By: Wir
Gloria D. Ha r r, City Clerk Please note, wo signatures required for corporations pursuant to California
Corporations Code Section 313 from
Approved as to Form: each of the following categories: ( i) the chairperson of the board, the president
or any vice president, and ( ii) the
By: secretary, any assistant secretary, the
Nicholas Ghirelli, City Attorney chief financial officer or any assistant treasurer of such corporation.)

PROOF OF AUTHORITY TO BIND

CONTRACTING PARTY REQUIRED
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EXHIBIT A

CONSULTANT' S PROPOSAL
i
City of Seal Beach Professional Services Agreement
LWC
City of Seal Beach Zoning Amendments:

Scope, Budget and Schedule
Prepared by Lisa Wise Consulting, Inc. ( LWC)
February 21 2022- Revised March 9, 2022 - Revised March 26, 2024 This Scope, Budget, and Schedule prepared for the City of Seal Beach (" City") describes a work plan for preparation and adoption of zoning amendments required by State law to fully implement of the City's 6th Cycle Housing Element. The Scope describes the work plan by task and includes associated meetings and deliverables. All meetings are assumed to be conducted online via a videoconferencing platform, unless otherwise noted. The Budget provides details on a total fee of$ 119, 110 excluding optional tasks. The Schedule describes the timing of each task, including meetings, and deliverables for project completion in October 2022February 2025.

SCOPE
Task 1 : Project Initiation and Analysis
A. Project Initiation Meeting and City Tour. LWC will meet with City staff to discuss the goals and priorities for the Zoning Amendments Project (" Project"), review the public outreach process, finalize the work program, timeline and milestones, and clarify roles and responsibilities. Following the meeting, City staff will lead the team on a virtual tour of the City to evaluate existing conditions, such as the locations, intensity, forms and uses of existing development, and neighborhood and corridor character resulting from current development regulations, noting opportunity areas for residential and mixed- use development.

B. Technical Analysis, Site Analysis, and Evaluation. LWC will submit a data request to the City for background material related to the Code update, including projects in the pipeline", recent development projects and proposals. LWC will work closely with the City to identify the highest priority issues with the existing Code. LWC will then conduct a technical analysis and evaluation of applicable ordinances, plans, and policy documents with a particular focus on the City' s opportunity areas and potential building types.

C. Zoning Code Update Recommendations Memo. Based on the technical analyses, City staff comments, and feedback from stakeholders, LWC will prepare a Zoning Code 983 OSOS STREET, SAN LUIS OBISPO, CA 93401 ( 805) 595 1345 LISAWISECONSULTING. COM 1 Update Recommendations Memo. The Memo will highlight General Plan and Housing Element policy direction, assess the strengths and areas in need of attention of the existing Code, and present recommendations for the content and organization of Zoning Amendments.

DELIVERABLES
Task 1 Meetings
Project Initiation Meeting
Task 1 Products
Zoning Code Update Recommendations Memo( PDF)
Task 2: Public Outreach
A. Public Outreach Program. LWC will work with City staff to formulate a Public Outreach Program for the Zoning Code Update using interviews, a workshop, study sessions, surveys and/ or a dedicated project page on the City website. The Public Outreach Program will outline goals, methods, and a schedule for outreach events to encourage the community to share feedback, collaborate, and comment on the Zoning Code Amendments.

B. Stakeholder Interviews. LWC will conduct up to 4 one- on- one or small group ( up to three individuals) interviews with community members who have experience in the Seal Beach development industry, City decision- makers, and/ or individuals with experience using the Zoning Code. It is anticipated that these meeting will be held remotely via teleconference. Interviews are intended to provide a confidential setting for interviewees to provide information and perspectives on major issues of concern, deal- breakers, opportunities, desires, and political factors that impact development in the City.

Interviewees may include but are not limited to community members, property owners, designers, architects, developers, special interest groups and City officials.

LWC will draft questions in coordination with City staff and will provide reference materials for use during the interviews. Following the interviews, LWC will prepare a comprehensive summary of the feedback received.

C. Planning Commission Study Session. LWC will participate in a study session with the Planning Commission to introduce the project and gather direction on key issues and priorities. The session will include a presentation and question- and- answer discussion components. Input gathered will guide LWC in the preparation of the Admin Draft Zoning Amendments ( Task 3). This task may also take the form of a Joint Planning Commission/ City Council Study Session. This meeting is assumed to be conducted inperson meetings pending County health guidelines. 983 OSOS STREET, SAN LUIS OBISPO, CA 93401 ( 805) 595 1345 LISAWISECONSULTING. COM 2 D. Community Workshop. Following the release of the Public Review Draft ( see Task 4), LWC will lead a Community Workshop to present draft amendments, discuss key changes, and gather input and feedback from the community. The workshop will include a presentation followed by interactive activities designed to engage the community and solicit input on potential changes to the code. Activities may include live surveys, smallgroup breakout discussions, tabletop sketching activities, and/ or" post-it" note activities.

This workshop is expected to be held in- person, pending County health guidelines.

E. Airport Land Use Commission Working with the City of Seal Beach, LWC will prepare and present zoning options to the Orange County Airport Land Use Commission ( ALUC) with the intent of receiving input on their requirements and objectives as it relates to potential modifications of the zoning code required to implement the City's housing element. This task will include one presentation of zoning concepts to the commission as an agenda item at a regular public meeting. Additional meetings, if required, can be arranged for on a time and materials basis.

It may be necessary to consult with the ALCU out of sequence with the rest of the outreach program due to their availability.

F. Website Materials. Throughout the project, LWC will work closely with the City staff to provide pertinent project material for a web page that will be hosted on the Planning Department' s website. Material may include reports, memos, photographs, maps, diagrams, and other information on the project. The webpage provides a record of the process, with meeting dates, agendas, and meeting notes in a central, accessible location.

The City will be responsible for hosting, managing, and uploading material to the project Web page.

Task 2 Meetings
Stakeholder Interviews
PC Study Session Materials
Community Workshop
Airport Land Use Commission
Task 2 Products
Public Outreach Program
Survey instrument for personal interviews and/ or online survey Stakeholder Interviews Summary
PC Study Session Materials
Community Meeting Materials
Airport Land Use Commission Materials
Website Materials
983 OSOS STREET, SAN LUIS OBISPO, CA 93401 ( 805) 595 1345 LISAWISECONSULTING. COM 3 TASK 3: Administrative Draft Zoning Code
A. Working Meetings with City Staff. LWC will participate in up to three 1- hour working meetings by teleconference with City staff during the development of the Administrative Draft Zoning Amendments. Topics will be determined in coordination with Staff. LWC will provide a summary memo for each meeting.

B. Administrative Draft Zoning Amendments. LWC will prepare draft Zoning Amendments required for implementation of the 2021 Seal Beach Housing Element.

While the scope and nature of the amendments will be determined through Tasks 1 and Task 2, LWC anticipates this task will include the following; A New Residential Mixed- Use Zone LC- RHD. LWC will develop a use table and development standards for a new residential mixed- use district that allows an appropriate range of non- residential uses as well as up to at least 40 dwelling units per acre. This zone will ensure that the buildout described by the Housing Element Site Inventory is supported in the Zoning Code. This zone will be added to Chapter

11. 2. 10. LWC anticipates that it may be necessary to include sub- areas or additional zones. This scope of services includes of three sets of development standards.

Additional zones can be authorized by the City on a time and materials basis.

Supplemental Design Standards for Multi-Family and Mixed- Use Development. LWC will Update and expand upon the supplemental design standards for all residential mixed- use districts in the City, including the existing RDH- 46 district and the new LCRHD district. The supplemental design standards will draw from community input, the design standards of RDH- 46 and the design standards of LC- RHD as appropriate.

The revised standards will complement the development regulations of the base district and furthermore address the following:
o Building massing and scale. Topics may include building type/ configuration, building placement at front setback, upper story step-backs, plate heights, and roof form, and adjacencies to lower- intensity districts. o Building design. Topics may include facade articulation, privacy standards, building transparency, entry design, ground floor finish floor elevation and height, corner treatment, window placement and design, Universal Design, and sustainable building design measures.
o Site design. Topics may include building orientation and access, parking access and design, landscaping, and sustainable site design measures. 983 OSOS STREET, SAN LUIS OBISPO, CA 93401 ( 805) 595 1345 LISAWISECONSULTING. COM 4 These standards will satisfy the State's requirements for Objective Design Standards in accordance with SB330. The material will be added or integrated into Chapter

11. 2. 10 as determined in coordination with City Staff. LWC will also identify changes elsewhere in the zoning code that may need to be addressed for consistency.

Task 3 Meetings
Working Meetings with City Staff( 3), summary memos
Task 3 Products
Administrative Draft Zoning Amendments
TASK 4: Public Review Draft Zoning Amendment
A. Public Review Draft Zoning Amendments. LWC will prepare a Public Review Draft of Zoning Amendments based on a single set of consolidated, non- conflicting comments from City staff review of the Administrative Draft.

Task 4 Products
Public Review Draft ( Word and PDF)
TASK 5: Review and Adoption
A. Planning Commission Hearing ( 1). LWC will prepare materials/ presentations for, and present at a Planning Commission hearings to support adoption of the Zoning Code Amendments. LWC will note commission comments. This presentation will take place in person, pending County health guidelines
B. City Council Hearing ( 1). LWC will prepare materials/ presentations for, and present at a City Council hearing to support adoption of the Zoning Code Amendments. This presentation will take place in person, pending County health guidelines 983 OSOS STREET, SAN LUIS OBISPO, CA 93401 ( 805) 595 1345 LISAWISECONSULTING. COM 5 C. Final Zoning Amendments. Based on the City Council' s final decision/ adoption of the Zoning Code and final text changes provided by City staff, LWC will prepare the final Zoning Code Amendments. The document will be produced in MS Word and PDF format and will be made accessible and interactive through online publishing.

Task 6 Meetings
Planning Commission Hearing ( 1)
City Council Hearing( 1)
Task 6 Products
Hearing Draft Zoning Amendments( Word and PDF)
Final Draft Zoning Amendments (Word and PDF), and erratum Final Zoning Amendments (Word and PDF)
TASK 6: CEQA Support
A. CEQA Support LWC will work with the city and its selected consultants to resolve issues related to the requirements of the California Environmental Quality Act ( CEQA). It is expected that this project will require LWC to prepare estimates of development capacity and potential unit count associated with the zoning program. LWC will supply support as needed as the City moves to certify a negative declaration ( ND) or mitigated negative declaration ( MND) for the project.

Task 7: Optional Tasks
B. Community Survey. LWC will prepare an online community survey to gather ideas and concerns related to new multi-family residential and mixed- use development in Seal Beach. The survey will be designed in collaboration with the City staff and is anticipated to do the following:
a. Address neighborhood character and scale. The survey will inform the community of the issues at hand, question the community on the range and locations of nonresidential uses, and explore options for building location and design. b. Address approaches to regulating design. Survey questions will focus on whether and how specific design elements should be regulated. Questions will isolate individual design elements ( e. g., roof design, frontage design, parking) to show the community the many factors that contribute to building design and neighborhood compatibility. c. Best practices in human informant research. All participants will be assured that no 983 OSOS STREET, SAN LUIS OBISPO, CA 93401 ( 805) 595 1345 LISAWISECONSULTING. COM 6 personally identifiable information will be included in reports, communications or memos, that participation is completely voluntary and that the survey is kept brief and concise ( avoiding compound questions) so participants' time commitment is respected.

C. Conceptual Site Plans and Buildout. LWC will prepare conceptual site plan for opportunity sites identified in the Housing Element. The site plans will aid the City staff in visualizing a potential development scenario that complies with all applicable development standards. For each development site, LWC will prepare a site plan, a 3D massing model of the conceptual development plan, and a corresponding buildout table.

D. Zoning Map. LWC will update the citywide Zoning map to identify the location of the new zones. The Zoning Map will be based on the most current GIS files to be provided by staff, LWC will also participate in calls ( up to 6) with the City staff to discuss map edits. The final map will be provided to City staff in an ESRI GIS format. LWC assumes that the most recent parcel GIS files available will be sufficient and accurate ( i. e., include current parcel boundaries, zoning, land use designations, etc. in a compatible ESRI GIS format). 983 OSOS STREET, SAN LUIS OBISPO, CA 93401 ( 805) 595 1345 LISAWISECONSULTING. COM 7 BUDGET
LWC proposes to complete the scope of services described above in a seven ( 7) month time frame with delivery of the public review of draft zoning amendments( Task 1) in September 2-024. This schedule allows for adoption of the revised zoning standards ( Task 5) in October 2022February 2025. Fees for professional service hours are detailed on the table below
The fees include in person meetings as specified in the scope of services, subject to County heath guidelines.

Lisa Wise Consulting, Inc.

Princi. al Director Senior Associate Meetings
City of Seal Beach 285 245 195 155 and
Zoning
Amendments Hours Cost Hours Cost Hours Cost Hours Cost Presentations Total Task 1: Project
Initiation and
Analysis 10 $ 2,850 16 $ 3, 920 40 $ 7, 800 40 $ 6, 200 20, 770 Task 2: Public
Outreach 10 $ 2, 850 16 $ 3, 920 60 $ 11, 700 60 $ 9,300 14,000 $ 41, 770 Task 3:

Administrative
Draft Zoning
Amendments 10 $ 2, 850 16 $ 3, 920 40 $ 7, 800 40 $ 6, 200 20, 770 Task 4: Public
Review Draft
Zoning
Amendments 8 $ 2, 280 8 $ 1, 960 24 $ 4,680 16 $ 2,480 11, 400 Task 5: Review
and Adoption 8 $ 2, 280 8 $ 1, 960 24 $ 4,680 16 $ 2,480 7,000 $ 18,400 Task 6: CEQA
Coordination 0 0 8 $ 1, 960 8 $ 1, 560 16 $ 2,480 6,000 Sub- Total 46 $ 13, 110 64 $ 17, 640 188 $ 38,220 172 $ 29, 140 21, 000 $ 119, 110 983 OSOS STREET, SAN LUIS OBISPO, CA 93401 ( 805) 595 1345 LISAWISECONSULTING. COM 8

SCHEDULE
2022

MARCH APRIL MAY JUNE JULY AUGUST SEPT OCT
Task 1: Project ( Inioaoon • Recs
Initiation Analysis \—) Meeting Memo
Task 2: Community Outreach ifl Stakeholder. ( PC Study Workshop Outreach Program '' Interviews . J Session
Task 3: Admin Draft Admin
Zoning Amendments Draft
Task 4: PRD Zoning Public Review
Amendments
Task 5: Adoption and Hearing,
J l,J
Final
Final Amendments Draft = = • Amendments
Products Meeting
Community 1•
Hearing Workshop
983 OSOS STREET, SAN LUIS OBISPO, CA 93401 ( 805) 595 1345 LISAWISECONSULTING. COM 9

EXHIBIT B

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

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

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

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

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

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

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

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

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

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

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

Consultant shall comply with and be bound by Labor Code Section 1810. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. Consultant shall, as a penalty to City, forfeit $ 25. 00 for each worker employed in the performance of this Agreement by Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code Section 1815, work performed by employees of Consultant in excess of eight hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of eight hours per day at not less than one and one- half times the basic rate of pay.

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

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

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

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

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

City of Seal Beach Professional Services Agreement
LISAWIS- 01 BOTCERTS
ACORO` DATE( MMIDDIYYYY)
CERTIFICATE OF LIABILITY INSURANCE 3/ 28/ 2024
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

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

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

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

PRODUCER
License# 0305584 CONTACT Megan Chew
j NAME:

Morris& Garritano Insurance Agency, Inc. PHONE FAX
PO Drawer 1189
A/C, No, Ext):( 805) 543- 6887 341 I( ac, No):( 805) 543- 3064 San Luis Obispo, CA 93406 i( Ss: mchew@morrisgarritano. com

INSURER( S) AFFORDING COVERAGE NAIC S
INSURER A: Sentinel Insurance Company 11000
INSURED INSURER B: Ohio Security Insurance Company 24082 Lisa Wise Consulting, Inc. INSURER C: Oak River Insurance Company 34630 983 Osos Street INSURER D: Twin City Fire Insurance Company 29459 San Luis Obispo, CA 93401
INSURER E:

INSURER F:

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

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

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

INSR

TYPE OF INSURANCE

ADDL SUBR

POLICY NUMBER

POLICY EFF POLICY EXP
LIMITS
LTR INS() WVD IMMIDD/ YYYY1 ( MM/ DD/ YYYY
A 2, 000, 000 X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $

CLAIMS- MADE X OCCUR X
51SBABA5314 4/ 1/ 2024 4/ 1/ 2025 PREMISES( EaEoccurr nce) $ 1, 000, 000
MED EXP( Any one person) $
10, 000
PERSONAL& ADV INJURY $ 2,000,000
GEN' L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4, 000, 000

X POLICY JEL'T
LOC PRODUCTS- COMP/ OP AGG $
4,000,000
OTHER:

B AUTOMOBILE LIABIIJTY
COMBINED SINGLE LIMIT 1, 000, 000
Ea accident)

X ANY AUTO X
BAS56524792 4/ 1/ 2024 4/ 1/ 2025 BODILYINJURY( Perperson) $

AUTOS ONLY

SCHEDULED
BODILY INJURY( Per accident) $

HIRED NONWNED PROPERTY DAMAGE
AUTOS ONLY _ AUTOSONLY Per accident)
UMBRELLA UAB OCCUR EACH OCCURRENCE $

EXCESS UAB CLAIMS- MADE AGGREGATE
DED RETENTION$
C WORKERS COMPENSATION 7 X

AND EMPLOYERS' LIABILITY STATUTE OTH- ER
Y/ N L1WC524575 4/1/ 2024 4/ 1/ 2025 1, 000, 000
ANY PROPRIETOR/ PARTNER/ EXECUTIVE E. L. EACH ACCIDENT $ OFFICERIMEMBER EXCLUDED? N/ A
Mandatory in NH) E. L. DISEASE- EA EMPLOYEE $ 1, 000,000 If yes, describe under 1, 000, 000
DESCRIPTION OF OPERATIONS below E. L. DISEASE- POLICY LIMIT $ D Professional Liab. 51PG028245723 4/ 1/ 2024 4/ 1/ 2025 Per Claim& Agg. 2, 000, 000 D Professional Liab. 51PG028245723 i 4/ 1/ 2024 4/ 1/ 2025 Deductible 5, 000 DESCRIPTION OF OPERATIONS I LOCATIONS/ VEHICLES ( ACORD 101, Additional Remarks Schedule, may be attached if more space is required) See form attached as triggered by written contract:

GL: AI/ PNC- SS0008 0405.

AL: Al- AC8543 0821

CERTIFICATE HOLDER CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Cityof

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

Community Development Director
211 8th Street
Seal Beach, CA 90740 AUTHORIZED REPRESENTATIVE
AOil,4.•-
ACORD 25( 2016/ 03) 1988- 2015 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD
51 SBABA5314

BUSINESS LIABILITY COVERAGE FORM

2. Applicable To Medical Expenses Coverage e. A trust, you are an insured. Your trustees We will not pay expenses for" bodily injury": are also insureds, but only with respect to their duties as trustees.
a. Any Insured

2. Each of the following is also an insured: To any insured, except" volunteer workers". b. Hired Person a. Employees And Volunteer Workers
To a person hired to do work for or on behalf Your " volunteer workers" only while of any insured or a tenant of any insured. performing duties related to the conduct of c. Injury On Normally Occupied Premises
your business, or your " employees", other
than either your " executive officers" ( if you
To a person injured on that part of are an organization other than a premises you own or rent that the person partnership, joint venture or limited liability normally occupies. company) or your managers ( if you are a d. Workers' Compensation And Similar limited liability company), but only for acts Laws within the scope of their employment by
To a person, whether or not an
you or while performing duties related to
employee" of any insured, if benefits for the conduct of your business. the " bodily injury" are payable or must be However, none of these " employees" or provided under a workers' compensation volunteer workers" are insureds for:
or disability benefits law or a similar law. 1) " Bodily injury" or " personal and e. Athletics Activities advertising injury":

To a person injured while practicing,
a) To you, to your partners or
instructing or participating in any physical members ( if you are a partnership exercises or games, sports or athletic or joint venture), to your members contests. if you are a
limited liability
f. Products- Completed Operations Hazard company), or to a co" employee" while in the course of his or her
Included with the " products- completed employment or performing duties operations hazard". related to the conduct of your
g. Business Liability Exclusions business, or to your other Excluded under Business Liability Coverage.
volunteer workers" while
performing duties related to the
C. WHO IS AN INSURED conduct of your business;

1. If you are designated in the Declarations as: b) To the spouse, child, parent, a. An individual, you and your spouse are brother or sister of that coinsureds, but only with respect to the employee" or that " volunteer conduct of a business of which you are the worker" as a consequence of sole owner.

Paragraph ( 1)( a) above;
b. A partnership or joint venture, you are an c) For which there is any obligation insured. Your members, your partners, and to share damages with or repay their spouses are also insureds, but only with someone else who must pay respect to the conduct of your business. damages because of the injury c. A limited liability company, you are an
described in Paragraphs ( 1)( a) or
insured. Your members are also insureds,
b) above; or
but only with respect to the conduct of your d) Arising out of his or her providing business. Your managers are insureds, but or failing to provide professional only with respect to their duties as your
health care services.
managers. If you are not in the business of
d. An organization other than a partnership, providing professional health care joint venture or limited liability company, you services, Paragraph ( d) does not apply are an insured. Your" executive officers" and to any nurse, emergency medical directors are insureds, but only with respect technician or paramedic employed by to their duties as your officers or directors. you to provide such services.

Your stockholders are also insureds, but only 2) " Property damage" to property:
with respect to their liability as stockholders.
a) Owned, occupied or used by,