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HomeMy WebLinkAboutAGMT - Silsby Strategic Advisors, Inc (San Gabriel River Trash Mitigation Initiative - Strategic Support Services) PROFESSIONAL SERVICES AGREEMENT for San Gabriel River Trash Mitigation Initiative — Strategic Support Services between �F S EAR BIcV '`�� i• * i o; %Qi e'4h0UNTy�GQ�'' City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 Silsby Strategic Advisors, Inc. 1515 Dorothy Lane Newport Beach, CA 90740 (949) 734-0534 This Professional Service Agreement ("the Agreement") is made as of March 25, 2024 (the "Effective Date"), by and between Silsby Strategic Advisors, Inc. ("Consultant"), a California corporation, and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). RECITALS A. City desires certain professional strategic support services. B. Pursuant to its authority under Government Code Section 26227, the County of Orange approved a grant to the City of Seal Beach for the San Gabriel River Trash Mitigation Initiative ("Initiative'), and entered into an agreement with the City for the Grant to assist the City in implementing the Initiative. C. Pursuant to the authority provided by its City Charter and Seal Beach Municipal Code § 3.20.025(C), City solicited a proposal from Consultant for performance of professional services for implementation of the Initiative, and Consultant submitted a proposal dated February 11, 2024 to perform the professional services defined and described in Section 1.0 of this Agreement. D. Consultant represents that the principal members of its firm are licensed and registered professional engineers and are fully qualified to perform the professional services contemplated by this Agreement by virtue of its experience, and the training, education and expertise of its principals and employees. E. City desires to retain Consultant as an independent contractor and Consultant desires to serve City to perform those design 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 Scope of Services 1.1. Consultant's Services. In compliance with all terms, conditions and provisions of this Agreement, Consultant shall provide those professional services (collectively "Services") set forth in the Consultant's accepted Proposal dated February 11, 2024 ("Proposal"), attached hereto as Exhibit A (including Proposal and Scope of Work, Proposed Compensation, Supporting Qualifications, and Subconsultant Proposal from Aztec Engineering, Inc. dated January 8, 2024); and Agreement between the County of Orange and the City of Seal Beach for District Discretionary Funding dated March 25, 2024 ("County Agreement"), attached hereto as Exhibit B, all to City's reasonable satisfaction. The Services relate to the following City project: San Gabriel River Trash Mitigation Initiative ("Project"). 2 of 22 1.2. Agreement Documents; Incorporation by Reference; Order of Precedence. 1.2.1. The Agreement Documents include this Agreement, and all of the following: (i) the Proposal (Exhibit A); and (ii) County Agreement (Exhibit B); and (iii) Terms for Compliance with California Labor Law Requirements (Exhibit C); all of which are incorporated herein by this reference. 1.2.2. In the event of any inconsistency or conflict between this Agreement and any Exhibit or incorporated documents, the order of precedence shall be as follows: (i) this Agreement; and then (ii) Exhibit C (Terms for Compliance with California Labor Law Requirements); and then (iii) Exhibit B (County Agreement); and then (iv) Exhibit A (the Proposal), shall control. In the event there is any conflict between the Agreement, on the one hand, and Exhibits A, B and C, on the other hand, the Agreement shall control. 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. 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 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. 3 of 22 1.6. Additional Services. Consultant will not be compensated for any work performed not specified in the Scope of Services unless City authorizes such work in advance and in writing. The City Manager may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization. 2.0 Term 2.1. Original Term. The term of this Agreement shall commence on March 25, 2024, and shall remain in full force and effect until December 31, 2025, unless sooner terminated as provided in Section 5.0 of this Agreement. 3.0 Consultant's Compensation 3.1. Original Term. In consideration of Consultant's performance of the Services described in Section 1.0, 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 City pay more than the total not-to-exceed amount of $144,000 (One Hundred Forty-Four Thousand dollars and 00/100) for the Term. Payment for any additional work authorized by City pursuant to Subsection 1.6 will be compensated in accordance with the fee schedule set forth in Exhibit A, and shall not exceed the cumulative amount established by the City Council at the time of award for the Original Term. 4.0 Method of Payment 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. 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 4 of 22 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 served City with a written notice of default and demand to cure, and City has failed to cure such default within 30 days of receipt of such notice. 5.3. Obligations Upon Termination. Unless otherwise specified in the notice of termination, 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 all undisputed amounts for any portion of the Services satisfactorily 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 City's representative for purposes of this Agreement. 6.2. Shane Silsby is the Consultant's primary representative for purposes of this Agreement. Shane Silsby 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. 5 of 22 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: Silsby Strategic Advisors, inc. 1515 Dorothy Lane Newport Beach, CA 92660 Attn: Shane Silsby 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, registrations, permits and certificates required by law for the provision of the Services under this Agreement, including a business license as required by the Seal Beach Municipal Code. 9.0 Independent Contractor 9.1. Consultant is an independent contractor and not an employee of 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 6 of 22 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, facilities, 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 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. In addition to all other provisions of this Agreement, 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, servants, 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, agents, servants, volunteers, and those City agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to 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 7 of 22 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 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 elected and appointed officials, officers, employees, agents, servants, volunteers, and those City agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to 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, photographs, images, ideas, concepts, designs including but not limited to website designs, source code, object code, computer files, electronic data and/or electronic files, other media of any kind whatsoever, and any other documents and written material of any kind, created, developed, prepared or used by 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 8 of 22 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. 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, agents, servants, attorneys, volunteers, and those City agents serving as independent contractors in the role of City officials, harmless from any loss, claim or liability in any way related to a claim that City's use of any of the Work Product violates federal, state or local laws, 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 under this Section shall survive the expiration 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. 9 of 22 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 for performance of this Agreement are 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 authorization if applicable law requires disclosure. Consultant, its officers, employees, agents, servants and/or subcontractors shall not without written authorization from the City Manager or unless requested in writing by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the Services performed under this Agreement or relating to any project or property located within City. Response to a subpoena or court order shall not be considered "voluntary," provided Consultant gives City timely notice of such court order or subpoena. 12.2. Consultant shall promptly notify City should Consultant, its officers, employees, agents, servants, and/or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder or with respect to any project or property located within 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 City. Consultant is fully responsible to City for the performance of any and all subcontractors, and Consultant shall monitor and review all work and other services performed by any subcontractor to ensure that all Services performed by such subcontractor comply with the requirements and provisions of this Agreement. 10 of 22 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 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. Upon 24 hours' notice by City, 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 City any hazardous condition noted by Consultant. 17.0 Insurance 17.1. General Requirements. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to City that Consultant has secured all insurance required under this Section. 11 of 22 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, 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 Consultant is a limited liability company, the commercial general liability coverage shall be amended so that Consultant and its managers, affiliates, employees, agents, servants, 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 Insurance: with limits of at least $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 limits minimum limits no less than $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 City. 17.4. Additional Insureds. 17.4.1. For general liability insurance, City, its elected and appointed officials, officers, employees, agents, servants, volunteers, and those 12 of 22 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, servants, volunteers, and those City agents serving as independent contractors in the role of City officials, shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible. 17.4.3. These additional insured provisions shall also apply to any excess/umbrella liability policies. 17.5. Cancellations or Modifications to Coverage. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by City to state: (i) coverage shall not be suspended, voided, reduced or canceled except after 30 days (or ten days for nonpayment) prior written notice by certified mail, return receipt requested, has been given to City; (ii) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City, its elected and appointed officials, officers, employees, agents, servants, volunteers, and those City agents serving as independent contractors in the role of City officials; 17.6. Primary and Non-Contributing. Coverage shall be primary insurance as respects City, its elected and appointed officials, officers, employees, agents, servants, volunteers, and those City agents serving as independent contractors in the role of City officials, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage and that any insurance or self-insurance maintained by City, its elected and appointed officials, officers, employees, agents, servants, volunteers, and those City agents serving as independent contractors in the role of City officials, shall be excess of 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, servants, 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 self- insured retentions shall be declared to and approved by City. Consultant guarantees that, at the option of City, either: (i) the insurer shall reduce or 13 of 22 eliminate such deductibles or self-insured retentions as respects City, its elected and appointed officials, officers, employees, agents, servants, volunteers, and those City agents serving as independent contractors in the role of City officials; 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, its elected and appointed officials, officers, employees, agents, servants, 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 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 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. 14 of 22 17.13. Insurance Requirements Not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. 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. Consultant may 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 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. Indemnity for Design Professional Services. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, indemnify and hold harmless City, its elected and appointed officials, officers, attorneys, employees, agents, servants, 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, to property or persons, including but not 15 of 22 limited to, bodily injury, death, personal injury and property damage, to the extent arising out of, pertaining to, or relating to, in whole or in part, the breach of this Agreement and/or the negligence, recklessness or willful misconduct of Consultant and/or its officers, agents, servants, employees, contractors subcontractors, subconsultants and/or their officers, directors, agents, servants or employees (or any entity or individual for whom Consultant shall bear the legal liability) in the performance of design professional services under this Agreement by a "design professional," as the term is defined under California Civil Code § 2782.8(c). Notwithstanding the foregoing and as required by Civil Code § 2782.8(a), in no event shall the cost to defend the Indemnitees that is charged to Consultant exceed Consultant's proportionate percentage of fault. 18.2. Other Indemnities. 18.2.1. Other than in the performance of design professional services and to the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, defend, hold harmless and indemnify the Indemnitees from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, bid protests, stop notices, liens, or losses of any nature whatsoever, including but not limited to fees of accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively "Liabilities"), 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 Liabilities 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 Liabilities with counsel of the Indemnitees' choice, and shall pay all costs and expenses, including all attorneys' fees and experts' costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith. 18.2.3. Consultant shall 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, subconsultant, or any other person or entity 16 of 22 involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnity agreements, 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, arising out of, 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, subconsultant or other person or entity, and its officers, agents, servants, employees, materialmen, contractors, subcontractors, subconsultants, or their officers, agents, servants or employees (or any entity or individual for whom Consultant's subcontractor, subconsultant and/or such other person or individual shall bear legal liability) in the performance of the Services or this Agreement, except to the extent the Claims and/or Liabilities 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. 18.4. Workers' Compensation Acts Not Limiting. Consultant's indemnification obligations under this Section, or any other provision of this Agreement, shall not be limited by the provisions of any workers' compensation act or similar act. Consultant expressly waives its statutory immunity under such statutes or laws as to City, its elected and appointed officials, officers, employees, agents, servants, volunteers and those City agents serving as independent contractors in the role of City officials. 18.5. Indemnification Not Limited By Insurance. Procurement of insurance by Consultant is not and shall not be construed as a limitation of Consultant's liability, or as a waiver of or limitation on full performance of Consultant's duties of defense and indemnification, under this Section 18.0 or under any other provision of this Agreement. Consultant's defense and indemnification obligations under this Agreement shall apply regardless of whether or not any insurance policies are determined to be applicable to the Claims or Liabilities asserted against City or any of the other Indemnitees as defined in this Section 18.0, and Consultant's defense and indemnification obligations under this Agreement shall not be restricted to insurance proceeds, if any, received by Consultant, City, or any of the other Indemnitees. 18.6. 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 19.1. Consultant affirmatively represents that it is an equal opportunity employer. In the performance of this Agreement, Consultant covenants that it shall not discriminate, harass or retaliate against any of its employees, applicants for employment, contractors, subcontractors, or subconsultants because or on account of race, religion, color, national origin, handicap, ancestry, sex, gender, 17 of 22 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. 19.2. Consultant further covenants that in the performance of this Agreement, Consultant shall not discriminate, harass or retaliate against City, its elected or appointed officials, officers, employees, agents, servants, volunteers, those City agents serving as independent contractors in the role of City officials, consultants, contractors, subcontractors, or subconsultants, on any basis prohibited by law. 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 C, 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 Government Code Claim Compliance In addition to any and all requirements of this Agreement pertaining to notices of and requests for compensation or payment for additional services, disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code Section 900 et seq. prior to filing any lawsuit against City. Such Government Code claims and any subsequent lawsuit 18 of 22 based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to additional services, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a lawsuit against City. 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 ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Orange County, California shall be the venue for any action or proceeding that may be brought by reason of, that arises out of, and/or relates to any dispute under this Agreement (whether contract, tort or both). 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 person or entity shall be deemed to have any rights hereunder against either party by virtue 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 (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. 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 19 of 22 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 of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift. 28.3. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, non- contractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this Section. 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, agents, and servants 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, agents and servants. 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 20 of 22 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 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. 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. 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. 35.0 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. 21 of 22 36.0 Recitals City and Consultant acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 37.0 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. CITY OF SEAL BEACH CONSULTANT: Silsby Strategic IIp • Advisors, Inc., a California corporation it 0 / 410 By: By: . Ingram, City Manage Shane Silsby President Attest: By: **43' Shane Silsby Secretary By: Gloria D. Ha per, City Clerk (Please note, two 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 22 of 22 EXHIBIT A PROPOSAL (Consultant's Proposal for San Gabriel River Trash Mitigation — Strategic Support Services, dated February 11, 2024) STT.SBY February 11, 2024 Iris Lee Director of Public Works City of Seal Beach—Public Works Department 211 Eighth Street Seal Beach, CA 90740 Submitted via email: ilee@sealbeachca.gov Subject: Strategic Support Services Proposal for SGR Trash Initiative Dear Ms. Lee: Silsby Strategic Advisors, Inc. is submitting this proposal to provide strategic support services to assist the City of Seal Beach (City) with the San Gabriel River Trash Mitigation Initiative. A detailed summary describing the background and anticipated scope of work are summarized in Exhibit "A," the associated proposed compensation is outlined in Exhibit"B,"supporting qualifications have been provided in Exhibit "C," and the subconsultant proposal has been referenced in Exhibit"D." I appreciate this opportunity to provide services to the City in support of this important strategic initiative. If you would like to discuss this proposal or need any additional information for your review, please do not hesitate to contact me at 517-896-9460 or at shane@silsby-sa.com. Respectfully submitted, Silsby Strategic Advisors, Inc. ***L. lj4Ar8' Shane L.Silsby CEO and Founder EXHIBIT"A" Strategic Support Services Proposal for SGR Trash Mitigation Initiative BACKGROUND The City of Seal Beach (City) is interested in utilizing services to supplement internal resources at a time when the City is tasked with coordinating and facilitating major projects, operational activities, and regional coordination efforts at the same time, while also keeping an eye on future opportunities. The scope and scale of these initiatives, the overlapping timing of expected delivery, creates strains on the City's capacity and can negatively impact daily service efforts if supplemental resources are not leveraged. Additionally, the City has a number of strategic initiatives that require specialized,time-intensive efforts in concert with coordination between various other external agencies at the local, county, state, and potentially federal levels. The following background provides greater detail on the needs and goals of external services, including categories of support for this proposal. Growing Need for External Advisory Services The reasons for increased use of third-party owner's representatives (or owner's advisors) are generally driven by a combination of the growing technical complexities and economic risks associated with modern infrastructure projects,the evolution of new and more complex project delivery methods,unique funding opportunities, the need for political awareness at multiple levels of government, and increased specialization of design professionals who have historically served the role of owner's representative. Additionally,the pandemic has put significant strains on existing public agency staff who are dealing with heavy workloads due to a booming housing market and federal infrastructure dollars, the inability to fill numerous positions due to a talent war, and the unusually high number of employees leaving the public sector workforce. Thus, both private owners and public-sector awarding authorities are retaining third- party advisors to supplement their internal management and administrative capabilities and address capacity gaps in monitoring services rendered by design professionals, land developers,and construction contractors. Broad Range of Skills and Services Given that internal public agency teams have a host of work issues and competing priorities within their areas of responsibility, engaging the services of an owner's representative and other external resources off-loads significant pressures—especially for highly visible, politically charged projects, and/or fiscally constrained initiatives.External representatives filling this role need to be well versed in key fundamentals of architectural design, engineering, construction and construction field management, economic evaluations, project scheduling, public agency budget development, value engineering, public procurement practices, and dispute resolution. Acknowledging the heightened level of community interest and engagement, excellent communication and facilitation skills are also paramount. PROPOSED SCOPE OF WORK Silsby Strategic Advisors, Inc. (or "Silsby Strategic Advisors") will provide "External Support Services" to assist the City with oversight and actions associated with the San Gabriel River Trash Mitigation Initiative (hereafter, the "Initiative") and will focus on several strategic elements that require specialized, time- intensive efforts in concert with coordination between various other agencies. The entire initiative is anticipated to include at least three phases—1. Feasibility/Alternative Recommendations Study;2. Final Page 2 of 8 Design (based upon recommendations from Phase 1 and includes applicable permitting activities); and 3. Implementation (constructing physical improvements from the approved Final Design). The Scope of Work associated with assisting the City in this high-level strategic initiative includes: Meetings, Research, and Initial Coordination The External Support Services will include meetings with the City to clarify alignment on the primary direction of focus to best position the City for success. These efforts will also include productively identifying and resolving known liabilities and facilitating enhanced coordination with key stakeholders. Stakeholder meetings with the targeted agencies or departments are presumed to be at the level of key decision-maker and / or applicable technical staff to complete and verify research for the proposed funding categories. The External Support Services will also include regular communication with the City to course correct throughout the initiative, as necessary, based upon new direction from the City and/or requested adjustments by key stakeholders. Deliverables for this portion of the scope of work will generally include information/materials for utilization in presentations for the City to use with key stakeholders or follow up actions from meetings with team members and stakeholders. Enhanced External Coordination and Reporting As needed, Silsby Strategic Advisors will contact any other supporting consultant(s) hired by the City to establish professional working terms, as well as providing flow-through information or reports as requested by the City. Primary Tasks for this Initiative Silsby Strategic Advisors will be the Prime Consultant and proposes to have a primary focus on the following elements: 1. Coordination and engagement with key stakeholders. More specifically, these stakeholders are expected to include State Assemblymember (ASM) Dixon's Office, State ASM Lowenthal's Office, County of Orange,County of Los Angeles,City of Long Beach,City of Seal Beach,Surfrider Foundation, and potentially various cities or committees/management groups in the applicable watershed areas of the San Gabriel River (SGR). This Task also includes support for the ongoing Working Group meetings. 2. Act as"Program Manager"for the 2024 elements of the Initiative which includes— a. Supporting the City during public procurement processes, including review or development of documents—i.e., Request for Proposals ("RFP"), review and scoring submittals as ex-officio, and assisting with responses during Question-and-Answer periods. b. Providing recommendations on project delivery methods to increase Implementation phase predictability and reduce cost and schedule risks. c. Facilitating the development, and QA/QC review, of scope of work documents and exhibits for the Feasibility/Alternative Recommendations Study phase. d. Oversee subconsultant services to develop and refine the scope of work, associated technical exhibits,and deliverables to inform the pending RFP or Direct Selection of a professional engineering firm to provide services to complete the Feasibility/Alternatives Study phase. e. Preparing cost estimates and fiscal year targets,as needed,for various phases of the Initiative. f. Provide enhanced liaison services with the County of Orange to present cost and scope information for the County to consider in advance of funding agreements for the initial program phase(s). Page 3 of 8 g. Continue efforts with the State of California to finalize land ownership clarity with the State Lands Commission and to work with various Legislative Offices to advocate for final design and capital construction funding for the Project Implementation Phase. 3. Act as high-level"Project Manager"for the Feasibility/Alternative Recommendations Study("Study") to enhance the City's oversight, including— a. Focus on establishing the Study's requirements and deliverables and then tracking them over the approved delivery schedule. b. Define and outline all work elements to be included within the Study, such as objectives, tasks, outputs (i.e., deliverables), and schedules/deadlines. c. Recommend the most effective and efficient project delivery methods for the implementation phase(i.e.,design-build versus low-bid,etc.). d. Participate in as-needed public outreach (i.e., Working Group meetings, town halls, City Council updates,etc.)and track expectations and action items of key stakeholders. 4. Coordination with the ultimate agency or agencies having jurisdiction for the SGR outlet and its key operations and maintenance personnel to gather input on final design elements and provide recommendations on future associated maintenance activities. 5. As requested, develop local strategies, and coordination with regional entities,to support initiatives to identify or create possible funding sources beyond those outlined above. The strategically selected subconsultant,Aztec Engineering Group, Inc., proposes to have a primary focus on the following elements to support Silsby Strategic Advisors with Task#2 above: • Develop and refine the scope of work,associated exhibits,and deliverables to inform the pending RFP or Direct Selection of a professional engineering firm to provide services to complete the Feasibility/ Alternative Recommendations Study phase. • Provide supporting information to inform budgetary requests and cost estimates, as needed, for various phases of the Initiative. Attend meetings with technical stakeholders, refine supporting documents as necessary,and manage the effective delivery of subconsultant services. Additional Support Services Silsby Strategic Advisors will provide strategic services including, but not limited to,those outlined above. However, if the City requests that these services be enhanced in any way by the addition of tasks or the deletion of any specified tasks, all efforts will be made to accommodate those adjustments under terms of mutual agreement. As requested by the City via a contract amendment or other vehicle,Silsby Strategic Advisors stands ready to provide high-level Project Management and Stakeholder Engagement activities in 2025 for the Final Design phase and in 2026-2027 for the Implementation phase. TERM OF SERVICES The proposed term for the described scope of services is to be from contract execution to March 31,2025, unless all elements are completed earlier.At that time, all parties can reassess the progress and initiative support needs for the remainder of 2025 and beyond. Page 4 of 8 EXHIBIT"B" Strategic Support Services Proposal for SGR Trash Mitigation Initiative PROPOSED COMPENSATION (FEE) Silsby Strategic Advisors, Inc. is pleased to provide the following proposed compensation breakdown to support the San Gabriel River Trash Mitigation Initiative. The specific daily activities associated with the scope of work are subject to change based upon the timing of identified funding,the positioning of other organizations, and impacts from stakeholder and community interests. Therefore, services provided under this contract are proposed to be a combination of time and materials and lump sum structures. For maximum flexibility,a contract totaling a not-to-exceed value of$144,000 is proposed be executed to create a draw down pool for the time and materials and lump sum efforts associated with the Prime Consultant Scope of Work in Exhibit "A" and the Subconsultant Scope of Services referenced in Exhibit "D". The proposed Prime Consultant services will be performed by Shane Silsby of Silsby Strategic Advisors, and he will be the primary point of contact with the City. The proposed Subconsultant services will be performed by Aztec Engineering Group, Inc. but will be overseen and managed by Shane Silsby. The breakdown for the compensation to support this proposal is: Silsby Strategic Advisors, Inc.services Task 1—Key Stakeholder Coordination [Time: 30 hours at$300/hour] = $ 9,000 Task 2—Program Management for Initiative [Time: 135 hours at$300/hour] = $40,500 Task 3—Project Management for Study[Time: 140 hours at$300/hour] = $42,000 Task 4—Coordination with O&M teams [Time:4 hours at$300/hour] = $ 1,200 Task 5—Funding Strategies [Time:4 hours at$300/hour] = $ 1,200 Other direct reimbursable expenses (as approved)= $ 330 Prime Consultant subtotal $94,230 Aztec Engineering Group, Inc.services Draft and Final RFP Scope of Work[Lump Sum—upon completion] $37,350 Meetings, Coordination and Project Management [Lump Sum] $12,420 Subconsultant subtotal $49,770 Total Proposed Compensation/Fee [Capacity Pool] $144,000 Page 5 of 8 EXHIBIT"C" Strategic Support Services Proposal for SGR Trash Mitigation Initiative PRIME CONSULTANT-QUALIFICATIONS Throughout his career,Silsby L.Silsby,MsCE,PE,has established a reputation as a transformational leader who is driven by challenge,undeterred by obstacles,and committed to furthering standards of excellence. His expertise encompasses all aspects of strategic oversight within both the public and private sectors from complex negotiations,to controlling costs and maximizing revenues through effective strategies that harness team strengths and improve enterprise-wide performance. Further, his ability to build consensus among executive teams and stakeholders,to promote transparency,and to influence positive change,has been repeatedly proven. Mr.Silsby is the current CEO and President of Silsby Strategic Advisors, Inc. Former Private Sector Positions Senior Vice President—International Engineering Services Firm (West Region). Leadership team member responsible for developing key client relationships and providing client management initiatives. Responsible for regional strategic initiatives,such as high-level market assessments,enhanced client focus plans, talent acquisition of key positions, improved pursuit elements, and organizational recommendations to increase success rates. Developed strategic initiatives such as Olympic venues and infrastructure attraction and implementation plans. Took on additional responsibilities for oversight of the regional business development activities including direct management of regional practice leaders in transportation,planning,water,and land development.Indirectly coordinated support staff to implement business success strategies across the region while customizing approaches for each sub-geography.West Region Business:^'600 positions in 12 offices across 5 states. Chief Operating Officer—Global Architectural/Engineering Firm (West Region). Executive responsible for building / refining the organizational capabilities needed to deliver business results and sustain high performance within the business lines. Provided hands-on dynamic leadership to the organization and focused on executing the company's vision. Acted as a change agent to build on the firm's impressive track record and make the organization even more effective through operational excellence. Responsible for guiding implementation of projects/services, ensuring client satisfaction, and contributing to growth opportunities. Built organizational capabilities through robust performance management, mentoring and development, effective strategic recruiting, and talent management. West Region Business: —1,600 positions in 30 offices and FY20 GR of$587 Million/NSR of$396 Million/EBITDA of$36 Million. Former Public Sector Positions Director of Public Works - Orange County, California. Executive that created the mission and long-term vision for OC Public Works based on efficient and effective responsiveness to the public and client department needs; oversaw the development of strategic plans and department goals; established policies and determined priorities; adjusted plans to respond to emerging or urgent issues; and directed the allocation of resources to achieve timely outcomes and measurable goals within the County's budget guidelines. During his tenure at Orange County, Mr. Silsby's reputation as a professional problem solver with a focus on delivering results earned him the honor of being named 2016 Public Works Leader of the Year by the American City & County magazine. Additionally, he was named the 2017 Top Leader of the Year by the SoCal Chapter of the American Public Works Association. Page 6 of 8 Deputy Director for the Street Transportation Department - City of Phoenix, AZ. Management responsibility for the planning, coordination, and design plan review for long- and short-term project development; programming of funds for capital improvement projects ($500 million 5-Year program); coordination of federal / state aid procurement — including ARRA 2009 federal stimulus funding; and provision of environmental assessments for all ground disturbing Street Transportation projects. Responsibilities also included the functions of Floodplain Management, Utility Coordination, Utility Inspection, and Street Lighting. Finally, the transference of the City Engineer functions to the Street Transportation Department in May of 2011 added citywide Procurement Services,Labor Compliance,and Small Business Enterprise management to the division for oversight responsibility. Major Projects/Downtown Team Leader for the Development Services Department-City of Phoenix,AZ. During four plus years with the Development Services Department, Mr. Silsby worked on over 1,000 development projects ranging in use and size from a new local restaurant to the $1 billion Cityscape downtown redevelopment project. For two years, he led the Downtown Development Team through review and approval of high-profile projects such as the Arizona State University (ASU) Walter Cronkite School of Journalism / KAET Channel 8 Studios, the ASU Capstone Student Housing Project, the Historic Luhrs Complex rehabilitation, and the PetSmart Headquarters home office expansion. Division Head / Transportation Engineer for the Transportation & Parking Office - City of Lansing, MI. Responsibilities included project oversight, regional coordination of transportation projects, providing reports and presentations to the Mayor, City Council members, citizen boards,and the public. Highlights encompassed several major projects including the construction closure of a cross town freeway through the heart of the City,a two-way street conversion study effecting the traffic patterns of several downtown streets, and the Capitol Loop project that reconstructed many of the downtown streets surrounding the State Capitol building and impacting the City's most recognized business core. Education &Credentials Mr. Silsby holds a master's degree and bachelor's degree in civil engineering from Michigan State University. He is also a registered Professional Engineer in the states of Arizona and Michigan. Finally, he is a two-term member of the American Public Works Association Government Affairs National Committee. Page 7 of 8 EXHIBIT"D" Strategic Support Services Proposal for SGR Trash Mitigation Initiative SUBCONSULTANT—OUTLINE OF PROPOSED SCOPE OF SERVICES Provided by Aztec Engineering Group, Inc. —See attached. Page 8 of 8 AZTE /• AZTECEngineering Park,SuiteGrou 1 Inc. TYPSA Irvine,CA 92614 January 8,2024 Shane Silsby,CEO&Founder Silsby Strategic Advisers Newport Beach, CA RE: Scope/Cost Estimate for San Gabriel River Trash Recovery Initiative Silsby Strategic Advisers Shane: Per your request,AZTEC is pleased to submit this scope of services and cost estimate to provide scope definition, potential project planning and feasibility cost estimates,and overall support to prepare the San Gabriel River Trash Recovery Initiative Program RFQ. Please refer to the scope and cost estimate attached for reference and added detail. The total cost estimate is$49,770. We appreciate the opportunity to work with Silsby Strategic Advisors(SSA)on this important program to improve the quality of life for the residents of the City of Seal Beach.Should you have any questions,please call me at(714) 315-2247 or email me at mamling@aztec.us. Sincerely, Ism./ 14.a Michael Amling Senior Vice President AZTEC Engineering Group, Inc. cc: Michael Shirley,AZTEC Scott McKenzie,AZTEC Transportation • Rail/Transit • Environmental/Landscape • Energy Survey • Subsurface Utility Engineering AZTE AZTEC Executive EnginePark,erinSuiteg Grou1p, Inc. TYPSA Irvine,CA 92614 AZTEC SCOPE OF SERVICES Silsby Strategic Advisers San Gabriel River Trash Recovery Initiative 1. Task Understanding Develop and refine the scope of work,associated exhibits,and deliverables to inform the pending Request for Proposals or Direct Selection of a professional consulting firm to provide services to complete the Feasibility/Alternatives Study phase and potential Final Design to address trash recovery concerns impacting the San Gabriel River and its outlet to the Pacific Ocean between Alamitos Bay and the beaches of the City of Seal Beach. 2. Assumptions • Up to 4 meetings(SSA,City of Seal Beach,Working Group,Interested Stakeholders) • The Development of the RFP Scope,necessary meetings,and overall coordination for this phase will not exceed 6 months. • If SSA determines the need for support during the procurement phase of this RFQ process to review and evaluate respondents'submittals,AZTEC will request a scope and cost amendment. 3. Scope of Work Draft and Final RFP Scope of Work • Research and work with Stakeholders to further define the overall project,program and objectives as required. Meeting assumptions provided below. • Draft and Final RFP/Scope of Work elements may include: o A discussion on criteria/goals to show intentions of the program(e.g. reduce trash output by 50%,etc.) o Research any existing debris/trash programs locally,regionally,nationally,or internationally that address similar concerns(e.g.City of LA BOE—LA River Program) o Requests for reaching out to industry or academia using questionnaires,webinars,or workshops. o Requests to ID point source of debris and possible mitigation ideas at point source locations o Requests to identify other critical issues to be considered including environmental constraints. o Requests to conduct at least the following meetings with stakeholders at the following stages of the project- kick-off, draft alternatives, selection of preferred alternatives, preliminary design, environmental compliance, final design,and construction. o Instructions to develop a reasonable range of alternatives(a minimum of 3) o Requests to conduct an alternatives evaluation using criteria and goals to screen options in coordination with Stakeholders.Alternative evaluation should include some level of cost/benefit analysis. o Identification of potential funding sources(may include local,state,federal or other grant opportunities) o Performing geographic location analyses (GIS and Point Source Analysis) along the San Gabriel River/Coyote Creek reaches to determine trash volume/percentage, and possible sources.This data could then be used to determine possible impacts sourced from upstream locations and geographies. Meetings,Coordination and Project Management Meetings for the development of the RFP Scope of Work are anticipated to include a RFP Kick-Off Meeting, a meeting once the Draft RFP Scope is prepared,a meeting to discuss/refine the Draft RFP Scope(Comment Resolution Meeting),and a final meeting once the Final RFP Scope is prepared. 2 AZ1 � TYPSA LABOR HOURS WORKSHEET t Prepared For: Silsby Strategic Advisers Work Description:RFP Prep Support Project Name:San Gabriel River Trash Mitigation Initiative Contract/PO Number:TBD Project Number:TBD AZTEC Project Number:TBD m c N Toy u li u _ m ° = L L y O ry O a U D N = N = m a N . .m = = t y \ _ 0 . 'a; y w � v a °'c v E 2 u > m - a > wm c 2 Co „ -8 m m m 6 of . A > w v .3 2 J c , ° v, w 2 V a V w a a vl Vf :Tx 0 o a U da Billable Rate $435.00 $345.00 $315.00 $225.00 $135.00 $270.00 $150.00 $270.00 $165.00 N V RFP Scope of Work Site Visit,Research-Industry Technology 2 2 2 2 8 $ 2,460.00 Develop Draft RFP Scope of Work 2 16 16 8 8 4 8 62 $ 17,550.00 Develop Draft RFP Scope Exhibits 4 8 4 16 $ 3,420.00 Refine/Final Draft RFP Scope and Exhibits 2 2 8 8 8 28 $ 8,040.00 Develop Estimated Professional Service Costs 2 2 8 8 20 $ 5,880.00 Subtotal Hours 8 22 34 24 10 4 4 24 4 134 $ 37,350.00 Subtotal Cost $ 3,480.00 $ 7,590.00 $ 10,710.00 $ 5,400.00 $ 1,350.00 $ 1,080.00 $ 600.00 $ 6,480.00 $ 660.00 Stakeholder Meetings/Coordination RFP Kick-Off Meeting 2 2 4 8 $ 2,100.00 Draft RFP Scope and Exhibit Meeting 2 2 4 8 $ 2,100.00 Refine/Comment Resolution Meeting 2 2 4 8 $ 2,100.00 Final RFP Scope and Exhibit Meeting 2 2 4 8 $ 2,100.00 Coordination/Management 8 4 12 $ 4,020.00 Subtotal Hours 16 8 0 0 20 0 0 0 0 44 $ 12,420.00 Subtotal Cost $ 6,960.00 $ 2,760.00 $ - $ - $ 2,700.00 $ - $ - $ - $ - Total Labor Hours 24 30 34 _ 14 30 4 4 24 4 178 $ 49,770.00 Total Labor Cost $ 10,440.00 $ 10,350.00 $ 10,710.00 $ 5,400.00 $ 4,050.00 $ 1,080.00 $ 600.00 $ 6,480.00 $ 660.00 2/9/2024 @ 7:30 AM EXHIBIT B AGREEMENT BETWEEN THE COUNTY OF ORANGE AND THE CITY OF SEAL BEACH FOR DISTRICT DISCRETIONARY FUNDING AGREEMENT BETWEEN THE COUNTY OF ORANGE AND THE CITY OF SEAL BEACH FOR DISTRICT DISCRETIONARY FUNDING This Agreement (the "Agreement") is made and entered into by and between the County of Orange, a political subdivision of the State of California, hereinafter referred to as "County," and the City of Seal Beach, a California municipal corporation, as "Grantee," with the County and Grantee referred to as "Party," or collectively as "Parties." Recitals On February 27, 2024, the Board of Supervisors approved the use of First District discretionary funds under Government Code section 26227 for Grantee's San Gabriel River Trash Mitigation Initiative; The Board of Supervisors authorized the use of district discretionary funds for programs providing healthcare, housing assistance, workforce development, education, childcare, infrastructure projects and equipment, and meal gap programs; benefit monies to local governments including school districts, and/or non-profits; programs aiding veterans and residents experiencing or at risk of homelessness; and economic support, including arts-related small businesses and non-profit organizations that support local programs around the County; Grantee is partnering with stakeholders in providing San Gabriel River Trash Mitigation Initiative; To assist Grantee in its effort to support its San Gabriel River Trash Mitigation Initiative, the Parties have agreed that the County will transfer the Grant Amount described herein to Grantee. Accordingly, the Parties mutually agree as follows: 1. TERM OF AGREEMENT.The term of this Agreement begins on the date when fully executed by the Parties, and terminates on December 31, 2024, or when all the Parties' obligations under this Agreement are fully satisfied, whichever occurs earlier. 2. PAYMENT AND USE OF GRANT AMOUNT. a. The County will issue a one-time contribution to the Grantee of $525,000 ("Grant Amount")within 10 business days of the full execution of this Agreement. It is understood that the County makes no commitment to fund this Agreement beyond the terms set forth herein. b. All of Grantee's expenditures of the Grant Amount must be for costs associated with the San Gabriel River Trash Mitigation Initiative's Page 1 of 5 feasibility/alternative recommendations study, beach clean-up of trash, and beach raking operations in 2024. c. Grantee must utilize the Grant Amount in accordance with all applicable Federal, State, and local laws and regulations, including labor, wages, hours, and other conditions of employment. Grantee must comply with new, amended, or revised laws, regulations, and/or procedures that apply to the performance of this Agreement. d. None of the funds, materials, property, or services provided directly or indirectly under this Agreement may be used for any political activity, or to further the election or defeat of any candidate for public office. Funds provided under this Agreement may not be used for any purpose designed to support or defeat any pending legislation or administrative regulation. None of the funds provided under this Agreement may be used for inherently religious activities such as worship, religious instruction, or proselytization. 3. COMPLIANCE WITH GRANT REQUIREMENTS. The Grant Amount must be used solely for the purposes identified in Paragraph 2 of this Agreement. Grantee shall immediately return to the County any funds Grantee has used in a manner that is inconsistent with Paragraph 2 of this Agreement. Grantee shall return to the County by July 31, 2026, any funds Grantee has not used by June 30, 2026. The provisions of this paragraph shall survive termination of this Agreement. 4. CERTIFICATION. Grantee hereby certifies that the following statements and responses are true: a. The Grantee is an organization whose mission includes serving the Orange County community in healthcare, housing assistance, workforce development, education, arts, childcare, infrastructure projects, or meal gap programs. b. The Grantee will use the Grant Amount for eligible expenses as described in Paragraph 2 above. 5. RECORDS MAINTENANCE. Grantee shall maintain records in their original form in accordance with requirements prescribed by the County with respect to all matters specified in this Agreement. Original forms are to be maintained on file for all documents specified in this Agreement. Such records must be retained for a period of four years after termination of this Agreement and after final disposition of all pending matters. "Pending matters" include, but are not limited to, an audit, litigation or other actions involving records. Records, in their original form pertaining to matters covered by this Agreement, must be retained within Orange County unless the County authorizes in writing their removal from Orange County. Page 2 of 5 6. RECORDS INSPECTION. At any time during normal business hours and as often the County may deem necessary, Grantee must make available for examination all its records with respect to all matters covered by this Agreement.The County has the authority to audit,examine and make excerpts or transcripts from records, including all Grantee's invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to all matters covered by this Agreement. Grantee agrees to provide any reports requested by the County regarding performance of this Agreement. With respect to inspection of Grantee's records, the County may require that Grantee provide supporting documentation to substantiate Grantee's expenses with respect to the Grantee's use or expenditure of monies provided by the County to the Grantee under this Agreement. 7. FINAL REPORT. Upon the earlier of Grantee's use of the entirety of the Grant Amount or June 30, 2026, Grantee shall provide a report to the County that shall identify the expenses paid from the Grant Amount. The Grantee shall provide a certification signed by its Program Director or designee that the statements contained in the report are true and that the expenditures described in the report comply with the uses permitted under Paragraph 2. Grantee shall maintain supporting documentation for the report consistent with the requirements of Paragraph 5. 8. INDEPENDENT CONTRACTOR. The Grantee shall be considered an independent contractor and neither the Grantee, its employees, nor anyone working under the Grantee shall be considered an agent or an employee of County. Neither the Grantee, its employees, nor anyone working under the Grantee shall qualify for workers' compensation or other fringe benefits of any kind through County. 9. PERMITS, LICENSES,APPROVALS,AND LEGAL OBLIGATIONS. Grantee shall be responsible for obtaining all permits, licenses, and approvals required for performing any work under this Agreement. Grantee shall be responsible for observing and complying with any applicable Federal, State, or local laws, or rules or regulations affecting any such work. Grantee shall provide copies of permits and approvals to the County upon request. 10. CONFLICT OF INTEREST. The Grantee shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with the best interests of the County. This obligation shall apply to the Grantee, the Grantee's employees, agents, and subcontractors. The Grantee's efforts shall include, but not be limited to establishing precautions to prevent its employees, agents, and subcontractors from providing or offering gifts, entertainment,payments, loans or other considerations which could be deemed to influence or appear to influence County staff or elected officers from acting in the best interests of the County. Page 3 of 5 11. INDEMNITY. The Grantee shall indemnify, defend with counsel approved in writing by County, and hold County, its elected and appointed officials,officers, employees and agents and those special districts and agencies which County's Board of Supervisors acts as the governing Board harmless from any claims, demands, or liability of any kind or nature, including personal injury or property damage, arising from or related to the Grantee's receipt or use of the Grant Amount under this Agreement. The provisions of this paragraph shall survive the termination of this Agreement. 13. TERMINATION. In addition to any other remedies or rights it may have by law, County has the right to immediately terminate this Agreement without penalty for cause or after 30 days' written notice without cause, unless otherwise specified. Cause shall be defined as any material breach of contract, any misrepresentation or fraud on the part of the Grantee. Exercise by County of its right to terminate the Agreement shall relieve County of all further obligation. 14. NOTICES. All notices, requests, demands and other communications contemplated, called for, permitted, or required to be given hereunder shall be in writing. Any written communications shall be deemed to have been duly given upon actual in-person delivery, if delivery is by direct hand, or upon delivery on the actual day of receipt or no greater than four calendar days after being mailed by US certified or registered mail, return receipt requested, postage prepaid, whichever occurs first. The date of mailing shall count as the first day. All communications shall be addressed to the appropriate party at the address stated herein or such other address as the parties hereto may designate by written notice from time to time in the manner aforesaid. Grantee: Jill R. Ingram, City Manager iingram@sealbeachca.gov 211 Eighth Street Seal Beach, CA 90740 (562) 431-2527 County: Oana Cosma, County Budget & Finance Office 400 W. Civic Center Dr., 5th Floor Santa Ana, CA 92701-4062 Oana.Cosma@ocgov.com (714) 834-7410 15. DEFAULTS. Should either Party fail for any reason to comply with the contractual obligations of this Agreement within the time specified by this Agreement, the non-breaching Party reserves the right to terminate the Agreement. Page 4 of 5 16. ATTORNEY FEES. In any action or proceeding to enforce or interpret any provision of this Agreement, each Party shall bear its own attorney's fees, costs, and expenses. 17. ENTIRE CONTRACT: This Agreement contains the entire contract between the Parties with respect to the matters herein, and there are no restrictions, promises, warranties or undertakings other than those set forth herein or referred to herein. No exceptions, alternatives, substitutes, or revisions are valid or binding on the parties unless authorized by the Parties in writing. 18. AMENDMENTS. No alteration or variation of the terms of this Agreement shall be valid unless made in writing and signed by the parties; no oral understanding or agreement not incorporated herein shall be binding on either of the Parties; and no exceptions, alternatives, substitutes, or revisions are valid or binding on County unless authorized by County in writing. 19. SIGNATURES. Separate copies of this Agreement may be signed by each of the Parties, and this Agreement will have the same force and effect as if the original had been signed by all the Parties. An electronic signature or electronic record of this Agreement or any amendment thereto shall be deemed to have the same legal effect as delivery of an original executed copy of this Agreement or any amendment thereto. The Parties have executed this Agreement on the day and year dated below. BY: DATED: Jill R. Ingram, City Manager City of Seal Beach BY: DATED: Christine Gardea, Deputy Purchasing Agent County Procurement Office County of Orange, California APPROVED AS TO FORM: Office of the County Counsel County of Orange, California BY: Chief Assistant DATED: Page 5 of 5 EXHIBIT C TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS 1. This Agreement calls for services that, in whole or in part, constitute "public works" as defined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code ("Chapter 1"). Further, Consultant acknowledges that this Agreement is subject to (a) Chapter 1 and (b) the rules and regulations established by the Department of Industrial Relations ("DIR") implementing such statutes. Therefore, as to those Services that are "public works", Consultant shall comply with and be bound by all the terms, rules and regulations described in 1(a) and 1(b) as though set forth in full herein. 2. California law requires the inclusion of specific Labor Code provisions in certain contracts. The inclusion of such specific provisions below, whether or not required by California law, does not alter the meaning or scope of Section 1 above. 3. Consultant shall be registered with the Department of Industrial Relations in accordance with California Labor Code Section 1725.5, and has provided proof of registration to City prior to the Effective Date of this Agreement. Consultant shall not perform work with any subcontractor that is not registered with DIR pursuant to Section 1725.5. Consultant and subcontractors shall maintain their registration with the DIR in effect throughout the duration of this Agreement. If Consultant or any subcontractor ceases to be registered with DIR at any time during the duration of the project, Consultant shall immediately notify City. 4. Pursuant to Labor Code Section 1771.4, Consultant's Services are subject to compliance monitoring and enforcement by DIR. Consultant shall post job site notices, as prescribed by DIR regulations. 5. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request. Consultant acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Consultant shall post such rates at each job site covered by this Agreement. 6. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. Consultant shall, as a penalty to City, forfeit $200.00 for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor. 7. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform City of the location of the records. 8. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Code of Regulations, Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding work pursuant to this Agreement, Consultant and each of its subcontractors shall submit to City a verified statement of the journeyman and apprentice hours performed under this Agreement. 9. Consultant shall not perform work with any subcontractor that has been debarred or suspended pursuant to California Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. Consultant and subcontractors shall not be debarred or suspended throughout the duration of this Contract pursuant to Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. If Consultant or any subcontractor becomes debarred or suspended during the duration of the project, Consultant shall immediately notify City. 10. Consultant acknowledges that eight hours labor constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code Section 1810. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. Consultant shall, as a penalty to City, forfeit $25.00 for each worker employed in the performance of this Agreement by Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code Section 1815, work performed by employees of Consultant in excess of eight hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of eight hours per day at not less than one and one-half times the basic rate of pay. 11. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Consultant hereby certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract." 12. For every subcontractor who will perform work on the project, Consultant shall be responsible for such subcontractor's compliance with Chapter 1 and Labor Code Sections 1860 and 3700, and Consultant shall include in the written contract between it and each subcontractor a copy of those statutory provisions and a requirement that each subcontractor shall comply with those statutory provisions. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any failure. 13. To the maximum extent permitted by law, Consultant shall indemnify, hold harmless and defend (at Consultant's expense with counsel reasonably acceptable to City) City, its elected and appointed officials, officers, employees, agents, servants, those City agents serving as independent contractors 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, agents and servants) 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. AC R t DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 12/08/2023 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 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 CONTACT NAME: Jonathan Severson Bannister E. Associates Insurance Agency PHONE FAX CA License #0L78680 (AIC.No.Ext): (714) 536-6086 305 17th Street E-MAIL (A/C,No):(714) 536-4054 ADDRESS: j Onathant)thai-ins.Com Huntington Beach CA 92648-4209 INSURERS)AFFORDING COVERAGE NAIC• INSURER A:Sentinel Insurance Company, Ltd 11000 INSURED INSURER B:Underwriters at Lloyds Silsby Strategic Advisors, Inc. INSURER C: 1515 Dorothy Lane INSURERD: Newport Beach CA 92660 INSURERE: (517) 896-9460 INSURERF- COVERAGES JS CERTIFICATE NUMBER:Cert ID 13988 (5) 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 ADDL SUBR POUCY EFF 1 POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DO/YYYY) (MMIDDIYYYYI UNITS A X COMMERCIAL GENERAL LIABIUTY EACH OCCURRENCE $ 2,000,000 DAMAGE TO CLAIMS-MADE i X I OCCUR Y 72381089121 02/14/2024 02/14/2025 REMISES(EaENTED occurrence) S 1,000,000 MED EXP(Any one person) S 10,000 PERSONAL&ADVINJURY 5 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 IPOUCY JECT X LOC PRODUCTS-COMP/OPAGG $ 4,000,000 I OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 2,000,000 (Ea accident) A ANY AUTO 72SBMBE9121 02/14/2024 02/14/2025 BODILY INJURY(Per person) S OWNED SCHEDULED BODILY INJURY(Per accident) S AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ X AUTOS ONLY X__ AUTOS ONLY (Per accident) S UMBRELLA LIAR OCCUR EACH OCCURRENCE S _ EXCESS LIAB CLAIMS-MADE AGGREGATE S _ DED I ! RETENTIONS S 'WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y I N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT S OFFICER/MEMBER EXCLUDED", NIA - (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ • B Professional Liability PSM0139826027 12/30/2023 12/30/2024 Limit: $ 2,000,000 Retention (each $ 2,500 claim) : DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) City of Seal Beach is named as additional insured with respects general liability policy limits. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Seal Beach 211 8th Street AUTHORIZED REPRESENTATIVE Seal Beach CA 90740 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Page 1 of 1 WORKERS' COMPENSATION EXEMPTION DECLARATION for the CITY OF SEAL BEACH You are required to complete this form because you have not filed a certificate of workers'compensation insurance with the City of Seal Beach ("City"). California law requires all employers to carry workers' compensation insurance, even if they have only one employee, unless excluded under state law. It is your responsibility to comply with the law. If you do not know whether you are required to carry workers' compensation insurance, find out by contacting the California Department of Industrial Relations ("DIR"). Information is also available on the DIR's website at http://www.dir.ca.qov. If you are subject to the Workers' Compensation Laws of California, you must promptly file a certificate of Workers' Compensation Insurance with the City. Alternatively, if you have a certificate of self-insurance from the DIR,you must file that certificate with the City. DOCUMENT REFERENCE[insert contract,job number, location, etc.]: Professional Services Agreement for San Gabriel River Trash Mitigation Initiative—Strategic Support Services, dated March 25, 2024 Work to be performed on premises: _X_Yes No Nature of work to be performed: Facilitation of meetings and research/coordination efforts with City staff. Business Name: Silsby Strategic Advisors, Inc. Business Contact Information: Shane Silsby, CEO _ (name, address,telephone, email) 1515 Dorothy Ln, Newport Beach, CA 92660/949-734-0534/shane©silsby-sa.com LEGAL FORM: (check applicable box) Sole Proprietor Limited Partnership General Partnership X Corporation Business Trust Limited Liability Company Other: ACKNOWLEDGEMENT SLS (initial) I am the authorized representative of the Business mentioned above. I warrant that the Business has no employees other than the owners, officers, directors, partners, or other principals who have elected to be exempt from workers' compensation coverage under California law. I further warrant that I understand the requirements of Section 3700 et seq. of the California Labor Code concerning providing workers'compensation coverage for any employees of the Business. SLS (initial)The Business agrees to comply with the code requirements and all other applicable laws and regulations regarding workers' compensation, payroll taxes, FICA, and tax withholding, and similar employment issues. The Business agrees to hold the City of Seal Beach harmless from any loss or liability, which may arise from the Business's failure to comply with any such laws or regulations. SLS (initial) Should the Business or its subcontractors hire employees to perform the work referenced above, the Business or its subcontractor(s) shall obtain workers' compensation insurance and provide proof of the coverage to the City of Seal Beach. SLS(initial) I understand that this form constitutes a declaration by the Business against its financial interest, relative to any claims it should assert against the City of Seal Beach under the California workers' compensation or labor laws and serves as an addendum to the agreement. SLS (initial)The Business will defend, indemnify, and hold harmless the City of Seal Beach from all claims and liability, including workers'compensation claims and any liability that may be asserted or established by any party in the event the Business hires an employee in violation of this addendum. CERTIFICATION I declare and certify under the penalty of perjury under the laws of the State of California that the foregoing information provided in this Exemption Declaration is true and correct. Executed this 26th day of March 2024, at Newport Beach, California. Business: Silsby Strategic Advisors, Inc. By: Print Name/Title: Shane L. Silsby, CEO and President WARNING: FAILURE TO SECURE WORKERS' COMPENSATION COVERAGE IS UNLAWFUL, AND SHALL SUBJECT AN EMPLOYER TO CRIMINAL PENALTIES AND CIVIL FINES UP TO ONE HUNDRED THOUSAND DOLLARS ($100,000), IN ADDITION TO THE COST OF COMPENSATION,DAMAGES AS PROVIDED FOR IN SECTION 3706 OF THE LABOR CODE,INTEREST,AND ATTORNEY'S FEES.