Loading...
HomeMy WebLinkAboutAGMT - Clear Source Financial Consulting (Cost Allocation Plan - Streets, Water & Sewer Funds)PROFESSIONAL SERVICES AGREEMENT for Cost Allocation Plan — Streets, Water, & Sewer Funds between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 9 ClearSource Financial Consulting 7960 B Soquel Drive, Suite 363 Aptos, CA 95003 (831) 288-0608 This Professional Service Agreement ("the Agreement") is made as of November 17, 2025 (the "Effective Date"), by and between ClearSource Financial Consulting ("Consultant"), a California corporation, and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). RECITALS A. City desires certain professional cost allocation plan preparation services. B. Pursuant to the authority provided by its City Charter and Seal Beach Municipal Code § 3.20.025(C), City issued a Request for Proposals on August 22, 2025, for the Cost Allocation Plan — Streets, Water & Sewer Funds and as further defined and described with specificity in Section 1.0 of this Agreement. Consultant submitted a proposal dated September 25, 2025 to perform the professional services defined and described in Section 1.0 of this Agreement. C. Consultant represents that the principal members of its firm are fully qualified to perform the professional services contemplated by this Agreement by virtue of its experience, and the training, education and expertise of its principals and employees. D. City desires to retain Consultant as an independent contractor and Consultant desires to serve City to perform those professional services in accordance with the terms and conditions of this Agreement. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1.0 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 Request for Proposals or other solicitation ("RFP"), attached hereto as Exhibit A and incorporated herein by this reference, and Consultant's accepted Proposal ("Proposal") attached hereto as Exhibit B and incorporated herein by this reference, all to City's reasonable satisfaction. 1.2. Agreement Documents; Order of Precedence. 1.2.1. The Agreement Documents include this Agreement itself, and all of the following: (i) the RFP, including all standards, appendices and exhibits attached thereto or referenced therein (Exhibit A); and (ii) the Proposal (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 2 of 22 Compliance with California Labor Law Requirements); and then (iv) Exhibit A (the RFP); and then (v) Exhibit B (the Proposal), shall control. In the event there is any conflict between the Agreement, on the one hand, and Exhibits A, B, 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 the City shall not operate as a release of Consultant from such standard of care and workmanship. 1.4. Familiarity with Services. By executing this Agreement, Consultant represents that, to the extent required by the standard of practice, Consultant (i) has investigated and considered the scope and level of services to be performed, (ii) has carefully considered how the Services should be performed, and (iii) understands the facilities, difficulties and restrictions attending performance of the Services under this Agreement. Consultant represents that Consultant, to the extent required by the standard of practice, has investigated any areas of work, as applicable, and is reasonably acquainted with the conditions therein. Should Consultant discover any latent or unknown conditions, which will materially affect the performance of services, Consultant shall immediately inform City of such fact and shall not proceed except at Consultant's risk until written instructions are received from City's Representative. 1.5. Compliance with Laws. In performing this Agreement, Consultant shall comply with all applicable provisions of federal, state, and local law. 1.6. Additional Services. Consultant will not be compensated for any work performed not specified in the Scope of Services unless 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 Manager, as specified in Subsection 3.1. Payment for additional work in excess of this amount requires prior City Manager authorization. 2.0 Term 2.1. Term. The term of this Agreement shall commence on November 17, 2025, and shall remain in full force and effect until December 31, 2026, unless sooner terminated as provided in Section 5.0 of this Agreement. 3 of 22 3.0 Consultant's Compensation 3.1. 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 B for the Services but in no event will City pay more than the total not -to -exceed amount of $21,840 (Twenty One Thousand Eight Hundred Forty 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 B, and shall not exceed the cumulative amount established by the City Manager 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 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 4 of 22 immediately upon the effective termination date. 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. Terry Madsen is the Consultant's primary representative for purposes of this Agreement. Terry Madsen shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the Services hereunder. Consultant may not change its representative without the prior written approval of City, which approval shall not be unreasonably withheld. 7.0 Notices 7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses: To City: City of Seal Beach 211 -8th Street Seal Beach, California 90740 Attn: City Manager 5 of 22 To Consultant: ClearSource Financial Consulting 7960 B Soquel Drive, Suite 363 Aptos, CA 95003 Attn: Terry Madsen 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 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 6 of 22 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 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 7 of 22 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 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. 8 of 22 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. 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 9 of 22 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. 12.1. 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. 12.2. 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, and any subcontracting shall be at Consultant's sole cost and expense. 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. 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 10 of 22 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. 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 11 of 22 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 minimum limits of $1,000,000 per claim/aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement. If a "claims made" policy is provided, then the policy shall be endorsed to provide an extended reporting period of not less than three years. 17.3. Acceptability of Insurers. The Insurance policies required under this Section shall be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to 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 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. 12 of 22 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 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 13 of 22 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. 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 14 of 22 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. Consultant shall give City prompt and timely notice of demands or claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required insurance policies. 18.0 Indemnification, Hold Harmless, and Duty to Defend 18.1. Indemnities. 18.1.1. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, defend, hold harmless and indemnify City, 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 or losses of any nature whatsoever, including but not limited to fees of accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively "Claims"), in law or equity, whether actual, alleged or threatened, to property or persons, including but not limited to, bodily injury, death, personal injury and property damage, in any manner arising out of, claimed to arise out of, pertaining to, or relating to the breach of this Agreement and/or any acts, errors, omissions, negligence or willful misconduct of Consultant, its officers, agents, servants, employees, contractors, subcontractors, subconsultants, materialmen, or suppliers, or their officers, agents, servants or employees (or any entity or individual for whom Consultant shall bear legal liability) in the performance of the Services and/or this Agreement, except to the extent the Claims arise from the sole negligence or willful misconduct of the Indemnitees as determined by final arbitration or court decision or by the agreement of the Parties. Consultant shall 15 of 22 defend the Indemnitees in any action or actions filed in connection with any Claims with counsel of the Indemnitees' choice, and shall pay all costs and expenses, including all attorneys' fees and experts' costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith. 18.1.2. Consultant shall defend, indemnify and hold harmless City in accordance with Sections 9.0 and 10.0. 18.2. Subcontractor Indemnification. Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section 18.0 from each and every subcontractor, subconsultant, or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnity agreements, Consultant shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Claims in law or equity, whether actual, alleged or threatened, arising out of, are claimed to arise out of, pertaining to, or relating to, the breach of this Agreement, any acts, errors, omissions, negligence or willful misconduct of Consultant's subcontractor, subconsultant or other person or entity, and its officers, agents, servants, employees, materialmen, contractors, subcontractors and/or subconsultants, or their officers, agents, servants or employees (or any entity or individual for whom Consultant's subcontractor, 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 arise from the sole negligence or willful misconduct of the Indemnitees as determined by final arbitration or court decision or by the agreement of the Parties. 18.3. Workers' Compensation Acts Not Limiting. Consultant's indemnification obligations under this Section, or any other provision of this Agreement, shall not be limited by the provisions of any workers' compensation act or similar act. Consultant expressly waives its statutory immunity under such statutes or laws as to City, its elected and appointed officials, officers, employees, agents, servants, volunteers and those City agents serving as independent contractors in the role of City officials. 18.4. Indemnification Not Limited By Insurance. Procurement of insurance by 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 16 of 22 obligations under this Agreement shall not be restricted to insurance proceeds, if any, received by Consultant, City, or any of the other Indemnitees. 18.5. Survival of Terms. Consultant's covenants and obligations under this Section 18.0 shall survive the expiration or termination of this Agreement. 19.0 Non -Discrimination and Equal Employment Opportunity Consultant affirmatively represents that it is an equal opportunity employer. In the performance of this Agreement, Consultant covenants that it shall not 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, sexual orientation, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, military or veteran status, or any other basis prohibited by law. Consultant further covenants that in the performance of this Agreement, Consultant shall not discriminate, harass or retaliate against 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. 17 of 22 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 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 Non -Exclusive Agreement Consultant acknowledges that City may enter into agreements with other consultants for services encompassed by or similar to the services that are subject to this Agreement or may have its own employees perform services encompassed by or similar to those services contemplated by this Agreement. 27.0 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. 18 of 22 28.0 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. 29.0 Prohibited Interests; Conflict of Interest 29.1. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code §§ 1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 29.2. 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. 29.3. 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. 30.0 Final Payment Acceptance Constitutes Release 19 of 22 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. 31.0 Corrections In addition to the indemnification obligations set forth above, Consultant shall correct, at its expense, all errors in the work which may be disclosed during City's review of Consultant's report or plans. Should Consultant fail to make such correction in a reasonably timely manner, such correction may be made by City, and the cost thereof shall be charged to Consultant. In addition to all other available remedies, City may deduct the cost of such correction from any retention amount held by City or may withhold payment otherwise owed Consultant under this Agreement up to the amount of the cost of correction. 32.0 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. 33.0 Mutual Cooperation 33.1. 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. 33.2. 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. 20 of 22 34.0 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. 35.0 Attorneys' Fees If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attorneys' fees and other costs incurred in connection therewith. 36.0 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. 37.0 Exhibits All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 38.0 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. [signatures on following page] 21 of 22 IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OF SEAL BEACH By: irector of Public Works CONSULTANT: ClearSource Financial Consulting, a California corporation By: Terry Madsen president Man Brown thief Financial Officer Approved as to Form: By. Nicholas Ghirelli, City Attorney note, two signatures required ful L'Vitiorations pursuant to California Corporations Code Section 313 from each of the following categories: (i) the chairperson of the board, the president or any vice president, and (ii) the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation.) PROOF OF AUTHORITY TO BIND CONTRACTING PARTY REQUIRED 22 of 22 EXHIBIT A CITY REQUEST FOR PROPOSALS dated August 22, 2025 for Cost Allocation Plan — Streets, Water & Sewer Funds City of Seal Beach Request for Proposals for Cost Allocation Plan - Streets, Water & Sewer Funds �4:, 7 �/"17(0) V 'Z7 a■■aa+s++ RFP responses to be received until 12:00 P.M., September 25, 2025 in the City Clerk's Office ATTN: Iris Lee Approved for Advertising: Iris Lee Director of Public Works/ Acting Assistant City Manager Date Issued: August 22, 2025 TABLE OF CONTENTS ABOUT SEAL BEACH II. GENERAL INFORMATION III. SCOPE OF SERVICES IV. ADMINISTRATIVE ELEMENTS V. QUESTIONS VI. SCHEDULE VII. QUALIFICATIONS & REQUIREMENTS VIII. SUBMITTAL REQUIREMENTS IX. FEE & COST PROPOSAL X. INTERVIEWS (if conducted) XI. SELECTION PROCESS XII. GENERAL CONDITIONS EXHIBIT A — SAMPLE AGREEMENT REQUEST FOR PROPOSALS FOR COST ALLOCATION PLAN - STREETS, WATER & SEWER FUNDS ALL INTERESTED PARTIES MUST REGISTER THROUGH PLANETBIDS. COMMUNICATION AND ADDENDA, IF ANY, WILL BE DISTRIBUTED TO REGISTERED PARTIES VIA THE PLANETBIDS PORTAL. I. ABOUT SEAL BEACH The City of Seal Beach, California, located in northern Orange County, serves as a gateway between the region's vibrant communities of Orange County to the south, and Los Angeles County to the north. Approximately 28 miles south of the City of Los Angeles, Seal Beach is nestled between Long Beach and Huntington Beach, and is bordered by the neighboring cities of Los Alamitos, Garden Grove, and Westminster. The City of Seal Beach is a full-service city providing police services; park, and recreation amenities; water and wastewater utilities; streets, sidewalks, stormwater, and traffic safety infrastructure. The City has its own Police Department and Marine Safety Department but contracts for fire and paramedic services through the Orange County Fire Authority (OCFA). Named for the seals that once frequented its beachfront, the city is filled with quaint neighborhoods and hometown appeal. Seal Beach has an area of approximately 13 square miles which includes over 1 square mile of water, and the population is 24,242, with a resident median age of 61. The City is the home to the Boeing Company Integrated Defense System international headquarters, the U.S. Naval Weapons Station, the first Leisure World Retirement Community and the 1,000 -acre Seal Beach National Wildlife Refuge. With one and a half miles of scenic beaches and a popular public pier, Seal Beach attracts more than 1.5 million visitors each year. The Citywide FY 2025/26 Operating and Capital Improvement Program Budget is $108.8 million. The City's all funds budget includes different types of funds, such as governmental, proprietary, and internal service funds. There are also grants and other restricted funds that are designated for specific services and purposes provided by higher levels of government. Some of these funds receive ongoing revenue streams while others are one- time competitive grants. The all funds budget also includes funds that have available balances that can be spent as needed or to complete specific projects. Each fund has its own accounting and reporting requirements as per government regulations and in some cases, statutes. It is made up of various revenue sources, such as taxes, user fees, fines, facility rentals, and development -related fees. II. GENERAL INFORMATION The City of Seal Beach is seeking an experienced firm to prepare a cost allocation plan (CAP) for the following funds: 1) Streets 2) Water 3) Sewer 3 The cost allocation plan will be the basis to charge the City's indirect cost to the funds noted above. It should be noted that these indirect costs are not limited to the Public Works Department. Instead, all departments that have, or potentially have, the ability to charge towards the funds. III. SCOPE OF SERVICES The Scope of Services would generally include. 1. Data Collection: A comprehensive review and analysis of the City's organizational structure, service delivery model, financial system, existing indirect cost structure, and other pertinent and available information; 2. Review and Analyze: Assess current cost allocation practices, and provide recommendation in draft cost allocation plan structure; 3. Staff Coordination: Coordinate with City on developing service provisions, cost categories and allocation criteria; 4. Modeling: Develop a dynamic indirect cost allocation model for calculating indirect cost. The model should include the ability to modified according to staffing changes; funding changes, or other service enhancements. Model shall be prepared in MS Excel or an electronic format compatible with City's existing technology; 5. Draft CAP: Prepare a draft cost allocation plan; 6. Final CAP: Review, address comments and questions, and incorporate into the final cost allocation plan; and, 7. Presentation: Present findings to staff and City Council. Consultant may elect to provide an alternative approach to the scope of services noted above. The disciplines covered under this CAP will include: Streets The City receives annual apportionments of roadway funds, which include State Gas Tax, SB -1 Road Maintenance and Rehabilitation Account (RMRA), Orange County Transportation Authority (OCTA) Measure M2. These revenues are limited to use for new construction, rehabilitation or maintenance of the public right-of-way. The City must conform to annual eligibility requirements to receive this funding, which includes Maintenance of Effort (MOE) requirement. The cost allocation study will create a methodology to allocate indirect costs. Water The City owns and maintains a water system and is responsible for ensuring safe and reliable water for potable and fire protection use. These essential services are accomplished through a strategic combination of highly qualified operators and administrative support staff, which includes City departments such as the Public Works Department, City Manager's Office, City Clerk's Office, and the Finance Department. Water Enterprise funds used to support indirect cost must be proportional to the services provided to the Water Utility. Sewer The City also owns and maintains a Wastewater (also known as Sewer) collections system. Similar to the Water Utility System, the Sewer Utility System is supported by technical and administrative staff through a rate -supported Sewer Enterprise fund. Sewer Enterprise funds used to support indirect cost must be proportional to the services provided to the Sewer Utility. IV. 1. The Consultant will be required to enter into the City's form of professional services agreement. The agreement will incorporate the provisions of the RFP and the Consultant's proposal. The agreement will provide the City with the option to terminate the Consultant's services or cancel the project at any time, including but if not limited to, on the basis of cost. A sample Professional Services Agreement is included in this RFP as Exhibit A. 2. The Consultant shall assign a responsible representative and an alternate to perform the assigned tasks. Both staff members shall be identified in the proposal. The Consultant's representative will be responsible for all duties from contract negotiations through project completion. If the primary representative is unable to continue with the project, then the alternate representative will become the primary representative. Any other changes in responsible representative must be approved, in advance, by the City. The City will have the right to reject other proposed changes in personnel and may consider any other changes in responsible personnel a breach of contract. 3. Entry into a contract is dependent upon the Consultant having an adequate financial management and accounting system as required by 48 CFR Part 16.301-3, 48 CFR Part 31 and 2 CFR Part 200, and compliance with all other City requirements. 4. The Consultant will not be allowed to bid on, or benefit from, a construction contract to perform any of the project work. 5. Conflict of Interest Statement. The Consultant shall disclose any financial, business or other relationship with the City of Seal Beach (including City employees and City Council members) that may have an impact upon the outcome of the contract. The Consultant shall also list current clients who may have a financial interest in the outcome of this contract. 6. Litigation. The Consultant shall indicate if the proposing Consultant was involved with any litigation in connection with prior projects. If yes, briefly describe the nature of the litigation and the result. 7. Financial Responsibility. The Consultant shall provide a brief statement affirming that the consultant's and subconsultants have an adequate financial management and accounting system. 5 8. The Consultant shall provide all necessary personnel, instruments, equipment, and materials to perform the services described. 9. The City of Seal Beach reserves the right to accept, reject any or all proposals or to waive any defects or irregularities in the proposals or selection process, or to cancel or terminate this procurement. V. QUESTIONS For answers to questions or particulars regarding this Request for Proposal, all interested parties are to contact: Iris Lee, Director of Public Works City of Seal Beach 211 Eighth Street Seal Beach, CA 90740 ilee sealbeachca. ov (562) 431-2527 ext. 1322 The City will respond to questions and requests for clarification received by September 10, 2025, 5:00 p.m. VI. SCHEDULE The following dates reflect the anticipated schedule: • Request for Proposal Solicitation 08/22/2025 • Pre -Proposal Question Deadline 09/10/2025, 5:00 p.m. • Proposal Submittal Deadline 09/25/2025, 12:00 p.m. • Interviews, if needed October 2025 • City Council Consideration and Approval October 2025 • Notice to Proceed November 2025 VII. QUALIFICATIONS & REQUIREMENTS Interested firms should meet the following qualifications: • Prior experience preparing cost allocation plans for a local agency; • Prior CAP experience related to OCTA M2 funds; ■ Prior CAP experience with water and sewer enterprise funds; VIII. SUBMITTAL REQUIREMENTS Acceptance of Submittals Proposals are due by 12:00 PM on Monday, September 25, 2025 to the following. Postmarks will not be accepted. 9 Iris Lee City of Seal Beach — Public Works Department 211 Eighth Street Seal Beach, CA 90740 ilee@sealbeachca.gov (562) 431-2527 ext. 1322 Please submit three (3) bound hard copies, and one (1) electronic copy of the Consultant's Proposal. Proposals received after the date and time listed above will not be accepted or considered for this Project. There is no expressed or implied obligation for City to reimburse firms for any expenses incurred in preparing proposals in response to this request. Materials submitted by respondents are subject to public inspection under the California Public Records Act (Government Code Sec. 6250 et seq.). Any language purporting to render the entire proposal confidential or propriety will be ineffective and will be disregarded. The City reserves the right to retain all proposals submitted, and to use any idea in a proposal regardless of whether the proposal was selected. Submission of a proposal indicates acceptance by the firm of the conditions contained in the RFP, unless clearly and specifically noted in the proposal submitted and confirmed in the contract between the City and the selected Consultant. All property rights, including publication rights of all reports produced by the selected Consultant in connection with services performed under this Agreement shall be vested in the City. Protest procedures and dispute resolution process shall follow 2 CFR Part 200.318(k), 23 CFR 172.5(c)(18), Information to be Submitted Proposal shall be a maximum of 30 pages, excluding cover page, cover letter, table of contents, resumes and report dividers. The following information shall be provided, at a minimum: Cover Letter: Cover letter shall not exceed two pages. It shall provide an executive summary of the proposal and designate the firm's authorized representative regarding this RFP. Table of Contents: The table of contents shall list the following sections with page numbers and information in each section shall be provided. Company Qualifications: Provide a summary of the Consultant's qualifications, including background and experience. Local Staffing List: Provide an organizational chart showing the names, positions, responsibilities, and availability of the individual(s) that would be assigned to this Agreement, including sub -Consultants. Identify the individual(s) authorized to negotiate the contract on behalf of the Consultant's firm and the Consultant's project manager. Understanding/Approach/Schedule: Describe the Consultant's understanding of the Work requested in this RFP, any key issues that may need special attention. Describe how the Consultant will approach the scope of services and each task needed to complete the project. Any task assumptions and/or exclusions shall be clearly identified 7 References: Consultant should provide a minimum of three (3) references from public agencies the Consultant has performed work for within the last seven (7) years. Information shall include, at a minimum: • Agency name • Scope of work and/or services provided, prime/sub-Consultant. • Project outcome • Contract Value • Dates • Client project manager name, valid telephone number, and email Fee & Cost Proposal: A Fee & Cost Proposal shall be submitted in a separate, sealed envelope and marked as "Cost Allocation Plan — Streets, Water & Sewer Funds Proposal". The information and detail included in the fee proposal shall conform to the provisions of Section IX - Fee Proposal, of this RFP. Please note that part of the evaluation criteria takes into consideration the responsiveness of a proposal; proposals missing the required components will be evaluated accordingly. Exceptions: The Consultant shall review this RFP and attached sample contract. Exceptions to any portion of the RFP and/or City's standard agreement will need to be clearly identified. Identification of exceptions does not constitute City concurrence and acceptance. Exceptions may be negotiated with the top-ranked firm. Business Entity: Clearly indicate the firm's business entity type (i.e., a California corporation). Contract Signatories: Provide the two binding signatories for the firm, pursuant to California Corporation Code Section 313. Exceptions: The Consultant shall review this RFP and attached sample contract. Exceptions to any portion of the RFP and/or City's standard agreement will need to be clearly identified. Identification of exceptions does not constitute City concurrence and acceptance. Exceptions may be negotiated with the top-ranked firm. Business Entity: Clearly indicate the firm's business entity type (i.e., a California corporation). Contract Signatories: Provide the two binding signatories for the firm, pursuant to California Corporation Code Section 313. Ilk In preparing the Fee & Cost Proposal for this project, the Consultant shall take into consideration the following: 1. Unless specially noted, compensation for any services provided will be on a time -and -materials. 2. Fee and cost proposal, and billing rates shall remain effective for the term of the Agreement. Any anticipated billing/rate adjustments shall be clearly identified in the Proposal. 3. Fee and cost proposal shall include tasks/subtasks with associated rates and hours per billing classification. 4. The Consultant's standard, overtime, and double-timing, billing rates for all classifications of staff likely to be involved shall be included with the fee proposal along with the mark-up rate for any non -labor expenses and sub -Consultants. Any anticipated fee adjustments shall be clearly noted. 5. The City will negotiate the final fee with the top-ranking Consultant(s), if necessary. X. INTERVIEWS (if conducted) Top ranked consultant teams may be interviewed by the selection committee. Proposed key personnel (up to four) from the Project Team may be requested to present the teams' and their qualifications at an interview. XI. SELECTION PROCESS Proposals will be evaluated on the basis of the response to all provisions of this RFP. Since this solicitation is an RFP as opposed to a Bid, pricing alone will not constitute the entire selection criteria. The City may use some or all of the following criterion in its evaluation and comparison of proposals submitted. The criteria listed are not necessarily an all-inclusive list. The order in which they appear is not intended to indicate their relative importance. The City reserves the right to modify the evaluation criterion and percentage of score as deemed appropriate prior to the commencement of evaluation. The City reserves the right to determine whether or not a proposal meets the specifications and requirements of this RFP and reject any proposal that, in the City's sole opinion, fails to meet the detail or intent of the requirements. The City reserves the right to reject any and all proposals. POTENTIAL EVALUATION CRITERIA 1. Completeness of Response (Pass/Fail) Responses to this RFP must be complete. Responses that do not include the proposal content requirements identified within this RFP and subsequent addenda and do not address each of the requested items will be considered incomplete, may be rated a Fail in the Evaluation Criteria, and may receive no further consideration. 2. Qualifications & Experience a. Local Presence - A statement addressing firm's ability to effectively conduct the Work for the City based on the Firm's location. b. Relevant experience, specific qualifications, and technical expertise of the Consultant and sub -Consultants to perform the work. c. Quality of references - name of at least three (3) agencies the Consultant currently or have previously consulted for in the past seven (7) years. d. Familiarity with City standards and practices. 3. Organization & Approach Consultant's understanding of requested Work and proposed scope of work. Consultant's project team and quality of key individuals. Availability and allocation of key individuals. 0 c. Consultant's understanding of the nature of public sector work and its decision-making process. d. Proposed schedule and hours. Description of project management and cost control mechanism. 4. Conformity a. Quality, clarity, and responsiveness to RFP. b. Conformity to the sample PSA. All proposals received as specified will be evaluated by City staff in accordance with the abovementioned. During the evaluation period, the City may do any or all of the following: generate a "short list" and conduct interviews with the top candidates; conduct on-site visits and/or tours of the candidates' places of business. Consultants should be aware that award may be made without Consultant visits, interviews, or further discussion or negotiations. XII. GENERAL CONDITIONS A. Signature The Proposal shall be signed by an individual authorized to bind the Consultant. B. Other Considerations: The City shall not be liable for any pre -contractual expenses incurred by any firm considering submitting a proposal in response to this RFP. The City reserves the right to accept or reject any and all proposals, or any part of, or waive any informalities or irregularities. The City reserves the right to withdraw, to cancel this RFP at any time without prior notice and the City makes no representations that any contract will be awarded to any firm responding this RFP. C. Business License Required The Seal Beach Municipal Code requires all businesses operating in the City to obtain a business license and pay a business license tax. For more information, go to www.sealbeaclica.gov. D. Insurance Requirements The Consultant shall not begin work under the Agreement until it has given the City evidence of comprehensive public liability insurance coverage together with additional Insured Endorsements. 10 EXHIBIT A SAMPLE AGREEMENT 11 PROFESSIONAL SERVICES AGREEMENT for Cost Allocation Plan — Streets, Water, & Sewer Funds between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 9; <Consultant Name> <Address> <City, State, Zip Code> <Phone Number> This Professional Service Agreement ("the Agreement") is made as of <INSERT DATE> (the "Effective Date"), by and between <CONSULTANT'S COMPLETE LEGAL NAME> ("Consultant"), <TYPE OF LEGAL ENTITY AND STATE OF FORMATION (e.g., a California corporation, partnership, limited liability company, sole proprietorship, etc.)> and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). RECITALS A. City desires certain cost allocation plan preparation professional services. B. Pursuant to the authority provided by its City Charter and Seal Beach Municipal Code § 3.20.025(C), City issued a Request for Proposals on August 22, 2025, for the Cost Allocation Plan — Streets, Water & Sewer Funds and as further defined and described with specificity in Section 1.0 of this Agreement. Consultant submitted a proposal dated <DATE> to perform the professional services defined and described in Section 1.0 of this Agreement. C. Consultant represents that the principal members of its firm are licensed and registered professional <TYPE OF SERVICES> <AND INSERT AS APPROPRIATE: (DIR Registration #XXXXXXX and/or CSLB License #XXXXXX, etc.)> and are fully qualified to perform the professional services contemplated by this Agreement by virtue of its experience, and the training, education and expertise of its principals and employees. D. City desires to retain Consultant as an independent contractor and Consultant desires to serve City to perform those professional services in accordance with the terms and conditions of this Agreement. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1.0 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 Request for Proposals or other solicitation ("RFP"), attached hereto as Exhibit A and incorporated herein by this reference, and Consultant's accepted Proposal ("Proposal") attached hereto as Exhibit B and incorporated herein by this reference, all to City's reasonable satisfaction. 1.2. Agreement Documents: Order of Precedence. 1.2.1. The Agreement Documents include this Agreement itself, and all of the following: (i) the RFP, including all standards, appendices and exhibits attached thereto or referenced therein (Exhibit A); and (ii) the Proposal (Exhibit B); and iii) Terms for Compliance with California Labor Law Requirements (Exhibit C); and (iv) <INSERT ANY ADDITIONAL EXHIBITS AS APPROPRIATE FOR AN INDIVIDUAL AGREEMENT>, all of which are incorporated herein by this reference. 2 of 22 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 D (if any); and then (iv) Exhibit A (the RFP); and then (v) Exhibit B (the Proposal), shall control. In the event there is any conflict between the Agreement, on the one hand, and Exhibits A, B, C, D, etc. 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 the City shall not operate as a release of Consultant from such standard of care and workmanship. 1.4. Familiarity with Services. By executing this Agreement, Consultant represents that, to the extent required by the standard of practice, Consultant (i) has investigated and considered the scope and level of services to be performed, (ii) has carefully considered how the Services should be performed, and (iii) understands the facilities, difficulties and restrictions attending performance of the Services under this Agreement. Consultant represents that Consultant, to the extent required by the standard of practice, has investigated any areas of work, as applicable, and is reasonably acquainted with the conditions therein. Should Consultant discover any latent or unknown conditions, which will materially affect the performance of services, Consultant shall immediately inform City of such fact and shall not proceed except at Consultant's risk until written instructions are received from City's Representative. 1.5. Compliance with Laws. In performing this Agreement; Consultant shall comply with all applicable provisions of federal, state, and local law. 1.6. Additional Services. Consultant will not be compensated for any work performed not specified in the Scope of Services unless 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 <IF CONTRACT AWARDED BY CITY MANAGER, SUBSTITUTE: "by the City Manager"> as specified in Subsections 3.1 and 3.2. Payment for additional work in excess of this amount requires prior City 3 of 22 Council authorization <FOR CITY MANAGER -APPROVED AGREEMENTS, SUBSTITUTE "prior City Manager authorization">. 2.0 Term 2.1. Term. The term of this Agreement shall commence on <DATE>, and shall remain in full force and effect until <DATE>, 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 B for the Services but in no event will City pay more than the total not -to -exceed amount of $ ( dollars) <TOTAL CONTRACT AMOUNT> 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 B, and shall not exceed the cumulative amount established by the City Council <City Manager> 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 or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 4 of 22 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 the effective termination date. 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. <NAME> is the Consultant's primary representative for purposes of this Agreement. <NAME> shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the Services hereunder. Consultant may not change its representative without the prior written approval of City, which approval shall not be unreasonably withheld. 7.0 Notices 7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses: 5 of 22 To City: City of Seal Beach 211 -8th Street Seal Beach, California 90740 Attn: City Manager To Consultant: <Consultant> <Address> City, State, Zip Code> Attn: <Consultant Representative> 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 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 6 of 22 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 covenants and obligations under this Section shall survive the expiration or termination of this Agreement. 10.0 PERS Compliance and Indemnification 7 of 22 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 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 8 of 22 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. 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 9 of 22 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. 12.1. 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. 12.2. 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, and any subcontracting shall be at Consultant's sole cost and expense. 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. 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 10 of 22 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. 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 11 of 22 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 minimum limits of $1,000,000 per claim/aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement. If a "claims made" policy is provided, then the policy shall be endorsed to provide an extended reporting period of not less than three years. 17.3. Acceptability of Insurers. The Insurance policies required under this Section shall be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to 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 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. 12 of 22 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 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, 13 of 22 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. 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 14 of 22 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. Consultant shall give City prompt and timely notice of demands or claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required insurance policies. 18.0 Indemnification, Hold Harmless, and Duty to Defend 18.1. Indemnities. 18.1.1. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, defend, hold harmless and indemnify City, 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 or losses of any nature whatsoever, including but not limited to fees of accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively "Claims"), in law or equity, whether actual, alleged or threatened, to 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 15 of 22 relating to the breach of this Agreement and/or any acts, errors, omissions, negligence or willful misconduct of Consultant, its officers, agents, servants, employees, contractors, subcontractors, subconsultants, materialmen, or suppliers, or their officers, agents, servants or employees (or any entity or individual for whom Consultant shall bear legal liability) in the performance of the Services and/or this Agreement, except to the extent the Claims arise from the sole negligence or willful misconduct of the Indemnitees as determined by final arbitration or court decision or by the agreement of the Parties. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Claims with counsel of the Indemnitees' choice, and shall pay all costs and expenses, including all attorneys' fees and experts' costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith. 18.1.2. Consultant shall defend, indemnify and hold harmless City in accordance with Sections 9.0 and 10.0. 18.2. Subcontractor Indemnification. Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section 18.0 from each and every subcontractor, subconsultant, or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnity agreements, Consultant shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Claims in law or equity, whether actual, alleged or threatened, arising out of, are claimed to arise out of, pertaining to, or relating to, the breach of this Agreement, any acts, errors, omissions, negligence or willful misconduct of Consultant's subcontractor, subconsultant or other person or entity, and its officers, agents, servants, employees, materialmen, contractors, subcontractors and/or subconsultants, or their officers, agents, servants or employees (or any entity or individual for whom Consultant's subcontractor, 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 arise from the sole negligence or willful misconduct of the Indemnitees as determined by final arbitration or court decision or by the agreement of the Parties. 18.3. Workers' Compensation Acts Not Limiting. Consultant's indemnification obligations under this Section, or any other provision of this Agreement, shall not be limited by the provisions of any workers' compensation act or similar act. Consultant expressly waives its statutory immunity under such statutes or laws as to City, its elected and appointed officials, officers, employees, agents, servants, volunteers and those City agents serving as independent contractors in the role of City officials. 16 of 22 18.4. 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. 18.5. Survival of Terms. Consultant's covenants and obligations under this Section 18.0 shall survive the expiration or termination of this Agreement. 19.0 Non -Discrimination and Equal Employment Opportunity Consultant affirmatively represents that it is an equal opportunity employer. In the performance of this Agreement, Consultant covenants that it shall not 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, sexual orientation, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, military or veteran status, or any other basis prohibited by law. Consultant further covenants that in the performance of this Agreement, Consultant shall not discriminate, harass or retaliate against 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 17 of 22 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 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 Non -Exclusive Agreement Consultant acknowledges that City may enter into agreements with other consultants for services encompassed by or similar to the services that are subject to this Agreement or may have its own employees perform services encompassed by or similar to those services contemplated by this Agreement. 18 of 22 27.0 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. 28.0 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. 29.0 Prohibited Interests; Conflict of Interest 29.1. Consultant covenants that it presently has no interest and shall not acquire any interest; direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code §§ 1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 29.2. 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. 29.3. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, non - 19 of 22 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. 30.0 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. 31.0 Corrections In addition to the indemnification obligations set forth above, Consultant shall correct, at its expense, all errors in the work which may be disclosed during City's review of Consultant's report or plans. Should Consultant fail to make such correction in a reasonably timely manner, such correction may be made by City, and the cost thereof shall be charged to Consultant. In addition to all other available remedies, City may deduct the cost of such correction from any retention amount held by City or may withhold payment otherwise owed Consultant under this Agreement up to the amount of the cost of correction. 32.0 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. 33.0 Mutual Cooperation 20 of 22 33.1. 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. 33.2. 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. 34.0 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. 35.0 Attorneys' Fees If either party commences an action administrative or otherwise, arising out the prevailing party in such litigation sh the losing party all of its attorneys' fee therewith. 36.0 Titles and Headings against the other party, either legal, of or in connection with this Agreement, all be entitled to have and recover from s and other costs incurred in connection 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. 37.0 Exhibits All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 38.0 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. 21 of 22 [signatures on following page] IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OF SEAL BEACH By: Attest: M Patrick Gallegos, City Manager Gloria D. Harper, City Clerk Approved as to Form: By: Nicholas Ghirelli, City Attorney CONSULTANT: <INSERT COMPLETE LEGAL NAME>, a <INSERT TYPE OF ENTITY (e.g., a California corporation> By: Name: Its: By: Name. Its: (Please note, two signatures required for corporations pursuant to California Corporations Code Section 313 from each of the following categories: (i) the chairperson of the board, the president or any vice president, and (ii) the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation.) PROOF OF AUTHORITY TO BIND CONTRACTING PARTY REQUIRED 22 of 22 EXHIBIT A CITY REQUEST FOR PROPOSALS dated August 22, 2025 for Cost Allocation Plan — Streets, Water & Sewer Funds EXHIBIT B PROPOSAL (Consultant's Proposal for XXXXXXXXXXX Services, dated XXXXXXX) 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, and those City agents serving as independent contractors in the role of City officials, and volunteers 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. EXHIBIT B PROPOSAL (Consultant's Proposal for Cost Allocation Plan — Streets, Water and Sewer Funds, dated September 25, 2025) :)TEMBER 25, 2025 ULTING SERVICES "ION PLAN - NER FUNDS ce Financial Consulting 60 B Soquel Drive, Suite 363 Aptos, California 95003 RRY MADSEN I PRESIDENT enCa)cleai sourcefinancial.com 831.2 8 8.0608 deorVsource FINANCIAL CONSULTING September 25, 2025 CITY OF SEAL BEACH I PUBLIC WORKS DEPARTMENT Attention: Iris Lee, Director of Public Works 211 Eighth Street Seal Beach, California 90740 PROPOSAL: COST ALLOCATION PLAN - STREETS, WATER & SEWER FUNDS To Iris Lee and Other Members of the Proposal Evaluation Team: Thank you for the opportunity once again to provide cost of service and fee consulting for the City of Seal Beach. ClearSource Financial Consulting has been serving the City since 2019 on these topics and is well- qualified, available in the City's planned timeframe, and fully resourced to complete the scope of work envisioned by the City. As with our previous engagements with the City, we continue to bring an open mind for change and energy to do the heavy lifting it takes for a fresh look on the wide-ranging cost recovery topics. We commit to the City of Seal Beach to provide premier service, on time, and within budget: PREMIER SERVICE We routinely demonstrate care about the details and the rightful influence of local conditions. We do the hard work to achieve modern and meaningful outcomes that reflect the way our clients serve their communities today. ON TIME We know time is of the essence in this work: a key determination of success and satisfaction for many of our city clients. All project reporting will be final 90 days from project start, ready then for City budget development and ongoing OCTA and State reporting requirements. WITHIN BUDGET We will finish the scope of services without change orders, which is our standard practice. We do not ask our clients to bear the risk in estimating what it takes to do this work thoroughly and with successful enactment. I founded ClearSource Financial Consulting in 2011 to focus on these principles in service solely to California public agencies. As President, I am authorized to negotiate and bind ClearSource contractually under the City's terms. My signature obligates ClearSource to the commitments in this proposal and confirms that it shall remain valid for a period of 90 calendar days from submittal. Sincerely, TERRY MADSEN, PRESIDENT I CLEARSOURCE FINANCIAL CONSULTING PHONE: 831.288.0608 EMAIL: TMADSEN@CLEARSOURCEFINANCIAL.COM 7960 B Soquel Drive, Suite 363, Aptos, California 95003 831.288.0608 CLEARSOURCEFINANCIAL.00M PROPOSAL CONTENTS Organizing Information TitlePage---------------------------------------------------------------------------------------------------- cover Proposal Content Required by RFP AI Cover Letter----------------------------------------------------------------------------------------------- A-1 B I Table of Contents ------------------------- C I Company Qualifications ----------------- D I Local Staffing List ------------------------- E I Understanding / Approach / Schedule F I References ---------------------------------- G I Fee & Cost Proposal ---------------------- H I Additional Information ------------------ Separately Submitted Content Fee & Cost Proposal -------------- SEAL BEACH - COST ALLOCATION PLAN ........»----------------------------------- B-1 ----------------------------------------- C-1 ----------------------------------------- D-1 ---------------------------------------- E-1 ----------------------------------------- F-1 ----------------------------------------- G-1 ----------------------------------------- H-1 -- Separate Document CLEARSOURCE PROPOSAL IB -1 P_ CLEARSOURCE PROFILE As a service partner to the City of Seal Beach since 2019, ClearSource Financial Consulting is pleased to submit our qualifications to continue our relationship with the City as it contemplates its future Cost Allocation Plan for Streets and Water and Sewer Funds. We look forward to this opportunity to continue our service to the leaders, direct service providers, constituents, and stakeholders of the City. FIRM HISTORY I ClearSource is a privately owned California-based boutique consulting firm intentionally sized and structured to emphasize a highly tailored, high quality study experience for our public sector clients. ClearSource is staffed by a four -person team of seasoned individuals with decades of combined experience in local government financial analysis. We are particularly focused on equitable forms of locally controlled cost recovery within the challenges and constraints of the ever -evolving California statutory and legal environment, informed respectfully and strategically by the voter driven principles embedded in Propositions 218 and 26. Our firm is centered on the philosophy and principles of ClearSource founder and President, Terry Madsen, who will lead this project from start -to -finish. For 24 years, Terry has provided financial consulting services exclusively to local government agencies. In October 2011, he founded ClearSource, a firm dedicated to providing local government agencies with premier financial consulting, serving with the: Energy and enthusiasm to dive deep into the details, Willingness to do the heavy lifting necessary to implement modernization and lasting change, Exclusive staffing on projects of only tenured professionals able to enact both the science and art in these studies, and Commitment to on-time delivery and not -to - exceed consulting fees. SERVICE EXPERTISE I ClearSource provides professional services to California municipal agencies, consulting on topics focused on revenue management through cost of service -based resources. We specialize in conducting the following common areas of study and consultation on a wide cross-section of governmental services and funds: User and regulatory fee studies Consolidated fee schedule development and ongoing management Comparative/market analysis :i Cost allocation plans and indirect cost rates r Internal service fund rate studies Special financing district auditing, establishment, and administration and ongoing management aZ% Special projects to address salient revenue and cost recovery topics Our primary focus is on revenue streams linked to cost of service principles, fairness, and local - government control. Throughout these areas of expertise, we often work in harmony with internal and external stakeholders to achieve successful implementation of the necessary solutions. PUBLIC SECTOR DEDICATION I As with every study of this type, the successful completion of this project for the City will require positive, professional relationships with agency staff, contract service providers, stakeholders, and the City Council and/or subcommittees. ClearSource clientele can attest to our ability to successfully navigate timing, competing values, and other challenges that arise when completing multi -faceted projects. During his career, Terry Madsen has been commended repeatedly for his integrity, client service, dedication, and perseverance. His treatment of agency staff and respect for both the challenges they face and the results they require to successfully accomplish their goals, results in working relationships that span multiple years and varied projects. SEAL BEACH - COST ALLOCATION PLAN CLEARSOURCE PROPOSAL I C-1 F CLEARSOURCE EXPERIENCE COST RECOVERY TOPICS I ClearSource is a California-based consulting firm working exclusively for a diverse array of California-based public agencies on varied topics within the overall question of locally controlled cost recovery of public services. Broad service areas within which we have performed analysis include: Administration and governmental: indirect cost allocation and rates, direct labor rates, internal service fund rates, business licensing, and public records Community development: planning, land development, building and safety, environmental services, and code enforcement Public safety: fire prevention, fire operations, emergency medical services, police, animal control Public works: engineering, infrastructure and operations, and utilities Community services: parks, community spaces, recreation programs, social services, libraries, facility rentals, arts and culture, special events, and filming ClearSource has performed consulting services within the past 24 months comparable to the City of Seal Beach's scope of work for Cost Allocation Plan for the sample of California cities and their specific fee/cost recovery -based programs listed in Exhibit 1. This includes indirect cost rates and charges (categorized under the heading of Administrative and Governmental). LOCAL EXPERIENCE I Within the past three years ClearSource has served the following clients near to the City of Seal Beach in Orange County cost of service and cost allocation studies and deliverables, including for: City of Costa Mesa I Citywide user/regulatory fees and overhead cost allocation City of Garden Grove I Community development user/regulatory fees City of Huntington Beach I Citywide user/regulatory fees and overhead cost allocation City of Laguna Woods I Citywide user/regulatory fees and overhead cost allocation .' City of Newport Beach I Citywide user/regulatory fees, Citywide indirect cost allocation, Tidelands cost allocation, and streets maintenance of effort cost allocation City of San Juan Capistrano I Citywide user/regulatory fees and overhead cost allocation .% City of Santa Ana I Overhead cost allocation, indirect cost rates, and internal service fund rates City of Yorba Linda I Citywide user/regulatory fees and overhead cost allocation A listing of ClearSource's California clientele over the past five years and a sampling of client references begins on Page F-1. ClearSource has enthusiastic references from public agencies across California. Should additional references or sample reports be desired, we will furnish them immediately upon the City's request. SERVICE TO SEAL BEACH I Since 2019, ClearSource has served the City of Seal Beach on a variety of cost recovery topics, including user/regulatory fees and indirect cost allocation. Fee- based services studied have included the following divisions or categories: administration, building, planning, engineering and encroachment, non -rate water and sewer utilities, police, animal control, parking, recreation, marine safety and aquatics, filming and photography, and miscellaneous services. The contract manager for our most recent work who can attest to our consulting services is: .< Barbara Arenado, Director of Finance Phone: 562.431.2527 x 1311 Email: barenado@sealbeachca.gov SEAL BEACH - COST ALLOCATION PLAN CLEARSOURCE PROPOSAL I C-2 11110� EXHIBIT 1 1 SAMPLING OF COST OF SERVICE TOPICS STUDIED RECENTLY Animal Control Infrastructure & Operations Engineering Utilities x x x x x x x x x x Recreation Programs Cost of Service Category a x x x x x x x x x x x In all cases, ClearSource delivered UU x x x x x x x Facility Use and Rentals x x publishable and working m x a x x x x Special Events a x x consolidated schedule of fees, m u v a x x Film Permitting a U a a administrative record, and supporting o C6 2 U U U 2 U ai U (D U cast of service models in x ° Q 5 o L x x m x Microsoft applications, enabling our x O x Ln 0 'o x o ro m o x x clients to edit and manage outcomes = J J J —j z of [if cn H > between comprehensive studies. 0 0 0 0 0 0 0 0 0 0 0 • U U U U CJ U CJ CJ U U U Community.. Planning x x x x x x x x x x x Land Development x x x x x x x x x x x Building & Safety x x x x x x x x x x x ublic Safety .Fire Prevention & Operations x x x x x x x x Emergency Medical Services x x Police x x x x x x x x Animal Control Infrastructure & Operations Engineering Utilities Parks & Community Spaces x x x x x x x x x x Recreation Programs x x x x x x x x x x x x x x x x x x x x x x x Facility Use and Rentals x x x x x x x x Parks & Community Spaces x x x x x x x x x x Recreation Programs x x x x x x x Community Centers & Libraries x x x x x x x x Facility Use and Rentals x x x x x x x x x x Special Events x x x x x x x x x x Film Permitting x x x x x x x x x Business Licensing x x x x Clerk / Public Records x x x x x x x x x x x Indirect Cost Rates & Charges x x x x x x x x x x Fully Burdened Hourly Rates x x x x x x x x x x x Vacation Rentals x x x x Cannabis Retailers x x x Electric Vehicle Charge Stations x x NPDES x x x x x Technology Enhancement x x x x x x x x SEAL BEACH - COST ALLOCATION PLAN CLEARSOURCE PROPOSAL I C-3 CLEARSOURCE TEAM ORGANIZATION TEAM ORGANIZATION I In ClearSource's work with the City of Seal Beach, the Cost Allocation Plan for Streets and Water and Sewer Funds will be led start -to -finish by Terry Madsen as our Project Manager, supported by three additional consultants from our team. A summary of the roles on our team is below, followed by Exhibit 2, describing our reporting structure with the City and within our team. Narrative biographies of our individual consultants begin on Page D-2. Project Manager and Principal Consultant, Terry Madsen: Terry will have responsibility for executing our proposed work plan for this project and adhering to the contractual and administrative commitments we make to the City. Terry will direct the approach and methods we undertake to produce successful outcomes for the City, including maintaining a detailed understanding of our analyses, the City's information, and our recommendations. Terry will be the primary facilitator of meetings and intended presenter of our findings. Terry will direct others on our team to conduct meetings and presentations if scheduling conflicts arise, in order to sustain our calendar commitments to the City. All members of our team operate at a senior level similar to Terry, well versed and easily conversant in the subject matter. Senior Consultants, David Schroeder and Jeanette Hahn: David and Jeanette will provide analytical, research, strategic, and administrative tasks on or in support of the project, performing according to the task -based responsibilities identified in our work plan and through the day- to-day direction given by our Project Manager. David and Jeanette may individually conduct meetings with City staff to develop data and SEAL BEACH - COST ALLOCATION PLAN review findings and both are well experienced in public facing roles in the subject matter, as well. Principal Advisor: Brian will serve as an additional resource to the City, ensuring that ClearSource meets its commitments for both work product and schedule and sustains collaborative relationships. Brian will support our Project Manager in refining our team's approach and work plan as the study evolves, implement quality control procedures identified by our Project Manager, and contribute ideas to areas of innovation encountered. (Brian serves a non - billable role, primarily providing the City an additional avenue of project assurance and firm representation when needed.) EXHIBIT 2 1 PROJECT TEAM STRUCTURE DAVID SCHROEDER I Senior Consultant 21 Years of Experience IN JEANETTE HAHN i Senior Consultant 24 Years of Experience SOLE PROVISION OF SERVICES I All services identified under the City's Scope of Work for this project will be completed by ClearSource personnel. We are entirely qualified and fully resourced to complete the services within our existing firm organization and core competencies. No services will be subcontracted to other firms, nor will any subconsultants or subcontractors be used to supplement ClearSource staff and capabilities. (This section continues on the following page.) CLEARSOURCE PROPOSAL I D-1 PROJECT MANAGER / PRIMARY CONTACT We introduce Terry Madsen as our Project Manager and primary contact person for the City of Seal Beach. Terry is highly regarded by his clients. Please reach the following agency leaders to discuss their experience working with him: Monica Radeva, City Clerk CITY OF LA QUINTA, CA Phone: 760.777.7035 Email: mradeva@laquintaca.gov Barbara Arenado, Director of Finance CITY OF SEAL BEACH, CA Phone: 562.431.2527 x 1311 Email: barenado@sealbeachca.gov Derek Tisinger, Division Chief (Fire Dept.) COUNTY OF KERN, CA Phone: 661.330.0218 Email: dtisinger@kerncountyfire.org CONTACT I Phone Terry at 831.288.0608 or email to tmadsen@clearsourcefinancial.com. PROFESSIONAL EXPERIENCE I Terry Madsen is the President of ClearSource Financial Consulting. For over 23 years, he has provided financial consulting services to local government agencies. In October 2011, Terry founded ClearSource Financial Consulting, a firm dedicated to providing local government agencies with premier financial consulting services. From October 2001 to October 2011 Terry was employed by a competing California firm, NBS. Terry's depth of knowledge includes numerous service areas including user fee studies, indirect cost allocation studies, internal service fund rate studies, water and wastewater rate studies, and special financing district administration. During his career, Terry has served the following diverse sampling of California agencies, among many others: the Cities of Roseville, Huntington Beach, La Quinta, Laguna Woods, McFarland, Long Beach, Palos Verdes Estates, Rancho Mirage, San Leandro, Santa Ana, Santa Clara, Sebastopol, McFarland, Torrance, and Ventura-, the Counties of EI Dorado and Kern-, and special districts such as Sacramento Regional Transit and Rancho Simi Recreation and Parks. Within the past several years, Terry has supported cost allocation, cost of service, and user/regulatory fee studies for the following sampling of California public agencies: County of Kern, CA I Project Manager — Fire prevention fees, fire department indirect cost rates City of Lake Forest, CA I Project Manager — Citywide user and regulatory fees, formal cost recovery policy, Citywide indirect cost allocation City of La Quinta, CA I Project Manager — Citywide user and regulatory fees City of Long Beach, CA I Project Manager — Engineering development review fees City of Roseville, CA I Project Manager — Citywide user and regulatory fees, internal service fund rates .` City of Ventura, CA I Project Manager — Citywide user and regulatory fees, Citywide indirect cost allocation, internal service fund rates Terry has worked closely with every level of the public body including property owners, community organizations, City Council/Board members, special commissions, agency managers, all members of the agency finance team, directors of every agency department, management analysts, and the direct service staff that are the primary contact points for members of the community, such as inspectors, plan reviewers, operators, maintenance personnel, and records staff. Terry's experience in performing fee studies includes all phases of the work, from project initiation to completion and presentation of final findings. His efforts include data gathering, conducting interviews with agency staff, model development, report preparation, and presentation and delivery of study narratives. He has analyzed fees for a SEAL BEACH - COST ALLOCATION PLAN CLEARSOURCE PROPOSAL I D-2 Terry Madsen PROJECT MANAGER AND >t PRINCIPAL CONSULTANT 9% Expected Project Hours of PROFESSIONAL EXPERIENCE I Terry Madsen is the President of ClearSource Financial Consulting. For over 23 years, he has provided financial consulting services to local government agencies. In October 2011, Terry founded ClearSource Financial Consulting, a firm dedicated to providing local government agencies with premier financial consulting services. From October 2001 to October 2011 Terry was employed by a competing California firm, NBS. Terry's depth of knowledge includes numerous service areas including user fee studies, indirect cost allocation studies, internal service fund rate studies, water and wastewater rate studies, and special financing district administration. During his career, Terry has served the following diverse sampling of California agencies, among many others: the Cities of Roseville, Huntington Beach, La Quinta, Laguna Woods, McFarland, Long Beach, Palos Verdes Estates, Rancho Mirage, San Leandro, Santa Ana, Santa Clara, Sebastopol, McFarland, Torrance, and Ventura-, the Counties of EI Dorado and Kern-, and special districts such as Sacramento Regional Transit and Rancho Simi Recreation and Parks. Within the past several years, Terry has supported cost allocation, cost of service, and user/regulatory fee studies for the following sampling of California public agencies: County of Kern, CA I Project Manager — Fire prevention fees, fire department indirect cost rates City of Lake Forest, CA I Project Manager — Citywide user and regulatory fees, formal cost recovery policy, Citywide indirect cost allocation City of La Quinta, CA I Project Manager — Citywide user and regulatory fees City of Long Beach, CA I Project Manager — Engineering development review fees City of Roseville, CA I Project Manager — Citywide user and regulatory fees, internal service fund rates .` City of Ventura, CA I Project Manager — Citywide user and regulatory fees, Citywide indirect cost allocation, internal service fund rates Terry has worked closely with every level of the public body including property owners, community organizations, City Council/Board members, special commissions, agency managers, all members of the agency finance team, directors of every agency department, management analysts, and the direct service staff that are the primary contact points for members of the community, such as inspectors, plan reviewers, operators, maintenance personnel, and records staff. Terry's experience in performing fee studies includes all phases of the work, from project initiation to completion and presentation of final findings. His efforts include data gathering, conducting interviews with agency staff, model development, report preparation, and presentation and delivery of study narratives. He has analyzed fees for a SEAL BEACH - COST ALLOCATION PLAN CLEARSOURCE PROPOSAL I D-2 comprehensive array of municipal services, such as planning, land development, building, fire protection, code enforcement, community services, parks, recreation, administration, general governmental, public infrastructure, utilities, and others. Terry is a member of the California Society of Municipal Finance Officers. He received his undergraduate degree (Cum Laude) from Cal Poly, San Luis Obispo. He was awarded a Bachelor of Science in Business Administration with a Finance Concentration and an Economics Minor. He received his graduate degree from California State University, San Bernardino. He was awarded a Master of Business Administration with an Entrepreneurship Concentration. Terry is based in Santa Cruz County and serves ClearSource clientele across California. PROJECT ROLE I Terry will serve as our Project Manager, responsible for the performance of all study elements and fulfillment of our agreement with the City. He will also be the Principal Consultant for the studies, directing analysis for our staff, performing targeted analysis, troubleshooting, providing quality assurance, facilitating onsite and remote interaction SEAL BEACH - COST ALLOCATION PLAN with City staff and leadership, and representing our work in public procedures. Continuity of Service As an intentionally structured small firm that believes our size is integral to the way we provide personalized and high quality service to our client communities, ClearSource nonetheless is asked by agencies about our plans for ensuring continuity of service if a team member faces personal emergency disruptive to the project. In fact, this is essential to our business and reputation. In addition to our collegiality and cross -discipline synergy, this is one of the key reasons our staff is comprised only of seasoned professionals in this area of expertise. Our consultants are each two or more decades into consulting careers rich with successful project management, direct project performance, and accomplished public engagement for successful implementation of outcomes. For the City of Seal Beach, in the unlikely event our Project Manager Terry Madsen became unable to complete these services, fellow team member Jeanette Hahn will step into his place, able to perform at equal level, effectiveness, and achievement to Terry. (This section continues on the following page.) CLEARSOURCE PROPOSAL I D-3 PROJECT SUPPORT STAFF We introduce the following professionals who will be assigned to the City of Seal Beach for specific elements within the overall project. Jeanette Hahn SENIOR CONSULTANT 67% of Expected Project Hours PROFESSIONAL EXPERIENCE I Jeanette Hahn is a Senior Consultant for ClearSource Financial Consulting. She has 24 years of experience advising municipal agencies on equitable and effective costs of service, cost recovery, and strategic financial planning. Jeanette has analytical and policy expertise in the following subject matter: Cost of service analysis and cost allocation for cost recovery opportunities, including user fees, regulatory fees, and contracts/partnerships Water, wastewater, reclaimed water, and storm water/drainage utility rates and fees Development impact fees and capacity charge nexus analysis/justification Economic feasibility/decision analysis r Long-range financial planning _< Benchmarking Prior to becoming part of the ClearSource team in 2017, Jeanette succeeded at competing consulting firms. She was Director of Financial Consulting for California-based NBS from 2007 to 2011 and served progressive roles at FCS GROUP from 1997 to 2007, including California Regional Manager from 2004 to 2007. Jeanette stepped down from these executive roles in 2011 to balance family needs. Jeanette has performed over 250 separate engagements for public agencies of diverse size and situation throughout the Western United States, including in California, Washington, Oregon, Idaho, Nevada, Utah, Montana, and Alaska. She is articulate and agile when working within the legal framework of rate and fee -setting across these states, with particular emphasis on California's Proposition 218 and the state's Mitigation Fee Act, As an accomplished and highly regarded speaker, Jeanette has earned a reputation for crafting effective and persuasive messages for attaining legislative and public approval of financial plans and accompanying rates and fees. Her skills have been deployed frequently in municipal work to defuse contentious or actively contested matters. Furthermore, she has been repeatedly invited to present in educational and industry forums, such as the California Society of Municipal Finance Officers, League of California Cities, Association of California Water Agencies, and California Special Districts Association, among many others. Within the past several years with ClearSource, Jeanette has support cost allocation, cost of service, and user/regulatory fee studies for the following sampling of California public agencies: sampling of California public agencies: City of Milpitas, CA I Senior Consultant — Citywide indirect cost allocation plan, Citywide fully burdened hourly labor rates City of Newport Beach, CAI Senior Consultant— Citywide indirect cost allocation plan, Tidelands indirect and direct cost allocation plan, and Streets maintenance of effort cost allocation plan City of Santa Clara, CA I Senior Consultant — Citywide indirect cost allocation plan, parks and recreation cost recovery public outreach City of Huntington Beach, CA I Senior Consultant — Citywide indirect cost allocation plan City of Sebastopol, CA I Senior Consultant — Citywide indirect cost allocation plan Jeanette holds a Bachelor of Arts in Economics with a Public Finance concentration from the University of Washington, Seattle. PROJECT ROLE I Jeanette will provide senior level analysis, including framework of quantitative models, strategic positioning in targeted subjects, and quality assurance/quality control. Jeanette is also well able to ensure our team's continuity of service commitments for overall project management. SEAL BEACH - COST ALLOCATION PLAN CLEARSOURCE PROPOSAL I D-4 David Schroeder 24% of Expected Project Hours PROFESSIONAL EXPERIENCE I David Schroeder is a Senior Consultant for ClearSource Financial Consulting. He has served the public sector for more than 20 years, focusing on recovery of municipal service costs, particularly within the varied structures of California special financing districts used by cities, counties, and special purpose districts across the state. David's technical expertise is centered on large-scale and complex database analysis on multiple platforms, geographic information systems and science (GIS), and auditing of records and systems. Project areas in which David applies these skills for public sector clients have included: .j Special financing district administration, formation, annexation, auditing, and continuing disclosure reporting. .% Advanced GIS, including design and analysis to support district formation, annexation, Proposition 218 procedures, rate studies, and development impact fee analysis. .` Solutions generation for complex issues facing municipal clients, including fund close-outs, independent auditing of special financing districts, design and administration of refund programs, and data -driven public outreach. David's expertise has supported a variety of public services including: lighting and landscaping, public safety, public facilities and maintenance services, and other municipal activities spanning general and special benefit. He is conversant in and has trained client agencies on GIS, including systems such as ESRI ArcGIS and the creation and usage of GIS web applications on the platform. Within the past several years with ClearSource, David has support cost allocation, cost of service, and user/regulatory fee studies for the following sampling of California public agencies: City of Santa Ana, CA I Senior Consultant — Citywide indirect cost rates and charges, internal service fund rates City of Lincoln, CA I Senior Consultant — Citywide user/regulatory fees, indirect cost allocation City of Placentia, CA I Senior Consultant — Citywide user/regulatory fees, indirect cost allocation City of Solvang, CA I Senior Consultant — Citywide user/regulatory fees, indirect cost allocation �. City of Hemet, CA I Senior Consultant — Citywide user/regulatory fees, indirect cost allocation _< City of Seal Beach, CA I Senior Consultant — Citywide user/regulatory fees, indirect cost allocation, budget analysis of labor allocations David earned a Bachelor of Science in Business Administration, concentrating in Accounting Information Systems, from California State University San Bernardino. He is also certified from the University of West Florida's Graduate Geographic Information Science program. PROJECT ROLE I David will provide large scale data analysis, facilitate areas of data development, conduct financial modeling, and perform research in support of analytical tasks. SEAL BEACH - COST ALLOCATION PLAN CLEARSOURCE PROPOSAL I D-5 PROJECT UNDERSTANDING Nature of the Project The City of Seal Beach is engaging a consultant to conduct a Cost Allocation Plan for Streets and Water and Sewer. This project is focused on the ethic of "the costs to serve" as the essential justification for specific forms of cost recovery in California to be enacted through action by the local governing body. Broadly speaking, the two cost of service -based studies answer: What are the costs of indirect services supporting direct service provision to the community which may be reasonably recovered across various available mechanisms, including interfund charges for service, fees, and other charges/direct billing? (This is the chief purpose of what ClearSource will call the "Indirect Cost Allocation Plan" element of services.) What are the costs which demonstrate the City's local investment in ongoing maintenance of its streets? (This is the purpose of what ClearSource will call the "Streets Maintenance of Effort (MOE) Cost Allocation Plan." City Objectives for the Project The City of Seal Beach is conducting this project to establish new methodologies for allocating Citywide indirect costs across all internal beneficiaries, including its Water and Sewer Funds and separately, for allocating costs which demonstrate its ongoing Maintenance of Effort to City Streets. From our experience with other similarly situated agencies seeking these services, we believe the City expects its consultant to deliver a comprehensive review of the City's cost recovery structures with the goal of establishing a consistent and objectively based method meeting the needs of the City. The resulting system must comply with all applicable laws and regulations and be compatible with the City's financial system and other systems, such as ongoing expenditure reporting. Services Expected for Study CITYWIDE INDIRECT COSTS I The Indirect Cost Allocation Plan focuses on cost recovery for the "indirect" services of the agency. Indirect services represent City budget units commonly found in (but not necessarily exclusive to) the General Fund that might include, as allowed: Legislative and general governmental activities Organization -wide management and administration Central services outside of internal service funds Allocation of these services yields cost recovery mechanisms such as administrative charges or interfund transfers on eligible non -General funds, indirect cost rates applicable to direct billing, and a layer of cost recovery in other mechanisms, such as user/regulatory fees. STREETS INDIRECT COSTS I The Streets MOE Cost Allocation Plan focuses on cost recovery of the "indirect" costs of the City's investment in its streets infrastructure, particularly, demonstrating its "maintenance of effort" costs required by Orange County Transportation Authority (OCTA) Measure M2, State Gas Tax, and SB -1 Road Maintenance and Rehabilitation Account (RMRA). This will represent activities such as, but not limited to: Asphalt maintenance Traffic control systems Street lighting Streetscaping Street sweeping ClearSource Guiding Principles ClearSource follows several guiding principles as we approach this subject matter for our clients: Create cost recovery practices that are understandable, implementable, and maintainable. Care about the details. Documentation matters. Communication with internal and external stakeholders matters. SEAL BEACH - COST ALLOCATION PLAN CLEARSOURCE PROPOSAL I E-1 Identify estimated reasonable costs of service and use this information to set a coordinated and mutually consistent system of internal charges, and associated policies. a Balance the additional effort required for ongoing administration and maintenance when attempting to achieve a greater degree of accuracy. Consider legality, existing systems, resource capacity, and staff and community preferences when determining the best course of action. WORK PLAN 1 1 INDIRECT COST ALLOCATION PLAN ClearSource presents the following work plan to complete the scope of services envisioned by the City of Seal Beach for the Indirect Cost Allocation Plan. Task 1.1. Study Orientation CLEARSOURCE ClearSource will generate common understanding of objectives, known issues to be addressed PLANNED b stud end, participant roles, expected procedural requirements, schedule and re-established ACTIVITIES: y y p p p p q p dates, and data collection and development measures. We will assess prevailing cost allocation models, methods, and applications, including annual procedures, internal opinions, impacts, and workload balance contrasted with the requirements of the City's varying uses for overhead reimbursement. We will review readily available budgetary documents to gain a working knowledge of City structure and accounting practices. We will determine a plan for generating current indirect cost allocations for the host of uses identified by the City. This will likely include development of a new Excel -based model in alignment with current needs but may include modification of existing tools if City personnel prefer to sustain existing tools. EVENTS: Meeting with City project management team; meeting with any applicable stakeholders Task 1.2. Financial and Organizational Inputs CLEARSOURCE ClearSource will develop the necessary foundation for quantitative analysis, with focus on PLANNED necessarydata and documentation of assumptions as required b thea application of Ian ACTIVITIES: p q y pp p outcomes (e.g., 2 CFR 200) We will access organizational and line -item detail to support costs, allocation factors, workload metrics, and accounting structure in the cost allocation model. We will acquire and parse statistics useful as bases for distributing costs and, where necessary, develop and document alternate data sets. We will conduct targeted engagement with representatives from support services departments to influence data accessibility and relevance in the plan, such as labor time, work order records, inventories, and other volumetric or organizational tools. EVENTS: Meetings, as needed, with City support services personnel Task 1.3. Central Services Allocation Model CLEARSOURCE ClearSource will generate the quantitative model in Microsoft Excel to allocate indirect costs PLANNED ACTIVITIES AND accounted for in the General Fund Citywide. The model will be built to accommodate change in CITY SCOPE OF the organization: the ability to add or remove direct and indirect costs and to adapt to a range of SERVICES: activities, from simple to complex. The model is expected to identify: Citywide fund and accounting structure and fiscal year data for allocation outcomes, allocable indirect service centers, allocation bases and related distribution factors for indirect service centers, direct service centers, primary and secondary allocations, resulting annual cost allocations, resulting Citywide and departmental indirect cost rates, and resulting interfund transfers. The model will provide for future in-house or consultant updates by accommodating any "true -up" adjustment, utilizing SEAL BEACH - COST ALLOCATION PLAN CLEARSOURCE PROPOSAL I E-2 rp, annual inflators, or revising underlying assumptions for fiscal year basis and/or allocation metrics. ClearSource will generate a comparison of outcomes under the updated Cost Allocation Plan to prior year outcomes, including explanation for substantive differences. DELIVERABLE: Editable Microsoft Excel spreadsheet -based model Task 1.4. Reporting and Deliverable Tools CLEARSOURCE ClearSource will provide the formal documentation of the Cost Allocation Plan, as well as deliver PLANNED ACTIVITIES: the editable tools developed throughout the study for the City's ownership and future use. We will include a narrative description of the Plan, describing key data and assumptions, and impacts; summary infographics; and the complete quantitative analysis as the justification for resulting Citywide and departmental indirect cost rates and interfund transfers. In compliance with OMB 2 CFR Part 200, reporting will include a description of each allocated service, identification of the units rendering services and the units receiving services, items of expense included in allocated costs, method used to distribute costs to benefitted units, schedule showing the allocation of each service to the specific benefitting units, and organizational charts. Draft reporting issued will be revised and reissued as final upon City review and input. ClearSource will provide a training session and appropriate documentation for the City's future maintenance of the Plan, DELIVERABLES: Microsoft Excel -based and editable analytical models to allocate costs; comprehensive report identifying detailed cost allocations, interfund transfers and/or charges for service, indirect cost rates for direct billing, impact on revenues in total and by fund/department/division, and comparative outcomes; training for City staff in future management cost allocations/interfund charges and deliverable models Task 1.5. Review and Engagement CLEARSOURCE Throughout the study and its concluding stages, ClearSource will facilitate a meaningful level of PLANNED ACTIVITIES: interaction between consultants, City personnel, and if needed, City Councilmembers, to ensure applicable and sustainable outcomes and wide understanding of impacts. ClearSource does not impose limits on number of engagements within our defined work plan and to usher study outcomes to successful implementation. EVENTS: Meetings with City project management team; meeting with any applicable stakeholders; meeting with City management; meeting with City Council and/or subcommittee, as necessary WORK PLAN 2 1 STREETS MOE COST ALLOCATION PLAN ClearSource presents the following work plan to complete the scope of services envisioned by the City of Seal Beach for the Streets Maintenance of Effort (MOE) Cost Allocation Plan. Task 2.1. Orientation and Data Collection CLEARSOURCE ClearSource will commence the study by confirming expected deliverables and time PLANNED ACTIVITIES: requirements, as well as understanding issues to be addressed by study end. Consultants will work with City staff to gather current and historical financial data, labor data, workload/activity data, and other information sets to be used in the analysis. EVENTS: Meeting with City project management team SEAL BEACH - COST ALLOCATION PLAN CLEARSOURCE PROPOSAL I E-3 Ir Task 2.2. Labor Time Analysis CLEARSOURCE ClearSource will draw upon existing information in any previous cost allocation studies to illustrate PLANNED ACTIVITIES: current labor assumptions embedded in existing Streets MOE cost allocations. ClearSource will then engage with Public Works Department staff at various levels to develop a revised/current labor profile for the expected activities. Revised allocations will be reconciled against allocations applied in other relevant ClearSource work products, such as user fee labor assumptions and labor distributions, to ensure internal consistency. If data tracked in any City systems is exportable and useful in this effort, ClearSource will parse information, relate it to labor time estimates, and determine if and how to combine recorded data and estimated assumptions developed. This task will conclude with a distribution of individual labor positions and associated allocation factors. EVENTS: Meetings with individual direct service units to develop critical inputs DELIVERABLE: Labor cost allocation factors Task 2.3. Cost Item Analysis CLEARSOURCE ClearSource will analyze object -level non -labor expenditures in the relevant divisions and PLANNED ACTIVITIES: determine an appropriate basis for allocating across the expected activities, either by utilizing labor allocation factors or examining sub -object expenses to directly assign or alternatively allocate costs to the activities. This task will conclude with a distribution of eligible non -labor expenses. DELIVERABLE: Non -labor cost allocation factors Task 2.4. Indirect Cost Determination CLEARSOURCE ClearSource will research previous City -published Streets MOE CAPS for established policy or PLANNED practice, as well as prevailing State guidelines for allowed use of as tax revenues, to determine ACTIVITIES: p p g g g any additional indirect cost recovery that may be pursued related to reasonable support of the direct service divisions performing Streets MOE activity. DELIVERABLE: Overhead cost allocation factor(s) Task 2.5. Cost Allocation Plan Development CLEARSOURCE ClearSource will develop the allocation analysis for use in applying Streets MOE CAP inputs PLANNED ACTIVITIES: developed in previous steps. The new Streets MOE CAP will document expenditure basis, labor inputs, non -labor inputs, indirect costs eligible, allocation bases, and total allocated costs to Streets MOE for the fiscal year application. This CAP model will be delivered to the City in publishable format (PDF) and editable format (Excel) for the City's use and ownership. DELIVERABLES: Editable Microsoft Excel spreadsheet -based model Task 2.6. Documentation of Outcomes and Change CLEARSOURCE ClearSource will prepare a technical letter documenting the outcomes of the Streets MOE CAP PLANNED ACTIVITIES: and providing discussion of reasons for change over prior allocations implemented by the City. Documentation will be routed to City staff for review and will be subsequently revised if necessary based on any actionable commentary. As it fixed in time, it is expected that this documentation will be used by the City to extract certain allocation percentages and apply to various reporting requirements and expense year bases in the forthcoming year or years. SEAL BEACH - COST ALLOCATION PLAN CLEARSOURCE PROPOSAL I E-4 DELIVERABLES Summary report identifying allocation methods and ongoing application of allocation factors for the City's periodic expenditure reporting Task 2.7. Review and Engagement CLEARSOURCE Throughout the study, ClearSource will be engaging Public Works and Finance staff at PLANNED ACTIVITIES; appropriate points and to varying degrees to ensure collaboratively attained outcomes and wide understanding and agreement of impacts and/or change. Atthe City's discretion, ClearSource will engage with other relevant internal or external stakeholders to the outcomes. ClearSource imposes no limits on the number of meetings for this study to accomplish the defined Scope of Services. DELIVERABLES: Meetings with City project management team; meeting with any applicable stakeholders CITY AND CONSULTANT RESOURCES City Resources CITY STAFF TIME I The City's Scope of Work for this project represents tasks to be performed and completed by the ClearSource team and which are delivered by the previously detailed ClearSource Work Plan. ClearSource absolutely commits to do the heavy lifting in this project, and we do not reverse delegate to City staff. That said, these types of projects are collaborative efforts. ClearSource identifies the following key ways in which City staff are involved in the completion of the project: Provide institutional knowledge and expertise and requested background documents, such as financial data, staffing information, and relevant policies. ClearSource asks City staff only for reports already in existence for other City purposes and readily available to share. Provide an overview of current cost recovery practices, system capabilities for managing cost recovery applications, and data tracking systems. ClearSource accomplishes this with staff in meeting format, and does not ask staff to create responses outside efficiently schedule meeting time. Respond to consultant questionnaires or interviews to develop staff time profiles. Again, ClearSource achieves this in conscientiously scheduled meeting format without subsequent "homework" for participating staff. Attend meetings to provide direction based on consultant -generated analysis, findings, and recommendations. Notice any necessary public meetings. Prepare agenda items for proposed outcomes brought forward for legislative and public review. The following list provides an estimate of time that may be invested by City staff during the project, depending on role: City's Project Manager: 10 to 20 hours, varying by degree to which this individual attends all engagement with participating departments and divisions with consultants. Departmental/divisional key contacts: 4 to 8 hours, varying by complexity of cost recovery applications managed or indirect service provided. Selected direct service personnel representatives: 30 minutes to 2 hours. The ClearSource team does not require involved City staff to possess and skillset outside of theirjob responsibilities with the City. We view City staff as experts in what they do, while we bring expertise in cost of service analysis and cost recovery mechanisms under review in this project. CITY INFORMATION I During this project, the City will provide ClearSource readily available documents and data sets already tracked and exportable from its existing systems. (ClearSource will not require the City to manipulate or parse data sets from their SEAL BEACH - COST ALLOCATION PLAN CLEARSOURCE PROPOSAL I E-5 original form; our efforts to work with data sets in the forms delivered by the City is built into our presumed labor effort and consulting fee.) In a typical study, the following general information will be requested of the City: Actual and budgeted revenue and expenditure detail by fund, organization, and object across multiple fiscal years. Budgeted personnel costs by fund and organization. To be determined during study orientation based on need and availability: specific data sets tracked which might describe activity workload, such as service volumes and time. OTHER INFORMATION I Additionally, ClearSource independently will access the City's publicly available documents, such as budget documents, annual financial reports, organizational information, policies, and other available material. Finally, ClearSource will use our experience in the immediate region and with comparable communities across California to fill gaps, springboard conversations with City staff, and generally ensure that overwhelming burdens are not placed on City personnel to accomplish a successful and meaningful study. SEAL BEACH - COST ALLOCATION PLAN Consultant Resources Our three-person consulting team expects to spend over 110 hours during the project period fully delivering the City's scope of services and ushering the findings of the study to successful enactment. Exhibit 2 in our separate Fee and Cost Proposal lists a breakdown of our team's hours by team member and task from the previously described Work Plan. While we have emphasized the collaborative roles of ClearSource and City staff in the successful completion of this study, we also commit to ensuring that: Z ClearSource performs all heavy data analysis for this project and does not reverse delegate to City staff. Z ClearSource works within existing data systems used by the City and does not ask City staff to create customized responses. ClearSource reframes and redesigns questions we ask of City staff or intended approaches to solutions in order to fit the capabilities and availability of participating departments. ClearSource devises engagement with City personnel to fit the needs and interests of individual participants. ClearSource communicates regularly with the City's designated project manager to ensure the study is progressing along the expected timeline (This section continues on the next page.) CLEARSOURCEPROPOSALIE-6 PROJECT SCHEDULE ClearSource forecasts to deliver final report documents for the total project 90 days from commencement. These reporting documents will enable subsequent presentations, any final edits based on any legislative review, and any necessary additional public procedure or stakeholder engagement thereafter along the City's timeline and legislative priorities. The City intends for this study to be conducted during Fiscal Year 2025-26. Exhibit 3 illustrates a timeline for consulting task completion, delivery of reports, and subsequent approval procedures. As a sample timeline, if efforts begin in November 2025, all reports will be ready in February 2026. EXHIBIT 3 1 STUDY TIMELINE BY CLEARSOURCE WORK PLAN TASK 1 1 Study Orientation 2 1 Development of Critical Inputs 3 1 Central Services Allocation Model 4 1 Reporting & Deliverable Tools 5 1 Review & Engagement 1 1 Orientation & Data Collection 2 1 Labor Time Analysis 3 1 Cost Item Analysis 4 1 Indirect Cost Determination 5 1 Cost Allocation Plan Development 6 1 Documentation of Outcomes and Change 7 1 Review and Engagement u n/a n/a n/a n/a ih If Necessary n/a n/a n/a n/a n/a ® n/a ® A If Necessary . Data Development, Analysis, and Reporting Tasks ■ Event Timing at City's Discretion * Draft and Final Reports with Recommendations SEAL BEACH — COST ALLOCATION PLAN CLEARSOURCE PROPOSAL IE -7 CLEARSOURCE REFERENCES ClearSource submits the following references for communities of similar scope of services to the City of Seal Beach, City of Santa Clara, California development, construction, fire prevention, traffic COST OF SERVICES STUDY FOR CITYWIDE engineering, utilities, stormwater quality inspection, USER & REGULATORY FEES AND INDIRECT parks, recreation and community partnerships, COST ALLOCATION PLAN special events, treasury, police, and clerk Original Contract: 2020 1 Recent Services: 2025 Margaret McCahan, Budget Manager 1500 Warburton Ave. Santa Clara. CA 95050 Phone: 408.615.2375 Email: mmccahan@santaclaraca.gov ClearSource performs regular consulting services to the City, including biennial comprehensive analysis supporting Citywide user and regulatory fees, annual management of the Citywide consolidated fee schedule, biennial Citywide indirect cost allocation including allocation of ISF, and specialized services including indirect cost direct billing for stadium cost recovery and conversion of certain development review services to enterprise funded organizations. User/regulatory fees include: Citywide activities, City Clerk, City Manager, Building, Housing, Planning, Electric (non -rate), Finance, Fire, Library, Cemetery, Parks and Recreation, Police, Engineering, Streets, and Utilities (non -rate). Team members: Madsen, Hahn, Schroeder City of Ventura, California CITYWIDE USER AND REGULATORY FEES, ISF RATES, AND COST ALLOCATION PLAN Original Contract: 2012 1 Recent Services: 2025 Jennifer Rowe, Treasury Manager 501 Poli Street, Ventura, CA 93001 Phone: 805.654.7857 Email: jrowe@cityofventura,ca.gov ClearSource performs regular consulting services to the City, including a full cost allocation plan for unbilled Citywide central services; internal service fund rate studies for billed central services including information technology, fleet maintenance, facilities maintenance, and risk management; and analysis and ongoing management of the Citywide Fee Schedule for services including planning, land SEAL BEACH - COST ALLOCATION PLAN Team members: Madsen, Hahn, Schroeder City of Newport Beach, California CITYWIDE USER FEE STUDY AND COST ALLOCATION PLAN SERVICES Original Contract: 2022 1 Recent Services: 2025 Jessica Nguyen, Finance Manager (Budget) 100 Civic Center Drive, Newport Beach, CA 92660 Phone: 949.644.3192 Email: jnguyen@newportbeachca.gov ClearSource performs regular consulting services to the City, including full cost allocation plan for Citywide indirect cost recovery and harbor/tidelands financial reporting; streets maintenance of effort cost allocation for eligibility to receive gas tax funds, and City cost of service analysis and Citywide Fee Schedule management, including: community development, fire, police, public works, utilities, harbor, finance/administration, library, and recreation. Team members: Madsen, Hahn, Schroeder City of Yorba Linda, California USER FEE STUDY & COST ALLOCATION PLAN Contract Originated: 2025 Sunny Han, Finance Director/City Treasurer 4845 Casa Loma Avenue, Yorba Linda, CA 92886 Phone: 714.961.7141 Email: shan@yorbalindaca.gov Indirect cost allocation plan for unbilled Citywide central services; Cost of service analysis and master fee schedule development for services including: building, planning, public works, library, clerk, and finance, parks and recreation. Team members: Madsen, Hahn, Schroeder CLEARSOURCEPROPOSALIF-1 CALIFORNIA CLIENTS Following is a list of ClearSource clients actively served within just the past five years, noting original contract date through most recent date of service, emphasizing our long-standing, repeat service to many of these agencies. Throughout our firm's history, over 80% of agencies for whom we performed an initial contract have returned to us for subsequent services, via both sole -source engagement and competitive procurement. As a consulting firm performing defined -scope and limited -term projects, we are proud of the demonstration of positive service to so many California agencies that our repeated engagement with them confirms. POPULATION >200,000 Santa Ana (2019-2023) Oxnard (2018-2024) Santa Clara County (2022) Kern County (2019-2022) Ventura County (2024) POPULATION 100-200,000 Huntington Beach (2018- 2025) Garden Grove (2023) a Roseville (2015-2024) ® Escondido (2024) a Torrance (2017-2024) a Santa Clara (2020-2025) a Antioch (2025) = Costa Mesa (2019-2024) Sparks, Nevada (2025) a Ventura (2012-2024) a Norwalk (2023) POPULATION 50-100,000 Hemet (2021-2023) Merced (2025) San Leandro (2016-2022) Lake Forest (2019-2025) Folsom (2023) Newport Beach (2022- 2025) Milpitas (2018-2025) Turlock (2025) a Yorba Linda (2025) a Madera (2025) Gilroy (2024) a Novato (2019-2024) a Cathedral City (2020-2023) Lincoln (2019-2025) Placentia (2021) = Palm Desert (2023) Watsonville (2022-2025) Pleasant Valley PRD (2022) = Ceres (2023) POPULATION 25-50,000 a Azusa (2015-2023) a Campbell (2018-2023) San Bruno (2024) Bell Gardens (2020-2021) La Ouinta (2012-2023) Moorpark (2022) a San Juan Capistrano (2023) a Bell (2014-2024) a Lawndale (2020) a Paso Robles (2024) a Brawley (2023) S Wasco (2020-2023) POPULATION 15-25,000 Seal Beach (2019-2024) Oakdale (2020) a Calabasas (2023) Shafter (2017-2021) Oroville (2021) Pinole (2022-2023) Laguna Woods (2013-2025) Rancho Mirage (2019-2021) Kerman (2022) POPULATION <15,000 McFarland (2020) Auburn (2023) Palos Verdes Estates (2018- 2021) a Larkspur (2016-2023) S Grover Beach (2021) Signal Hill (2023) a Morro Bay (2022-2024) Corte Madera (2024) a Sebastopol (2019-2023) Escalon (2017-2023) a Taft (2021) a Gustine (2013-2022) a Solvang (2021-2023) a St. Helena (2025) Woodside (2019-2025) a Carmel Valley Recreation & Park District (2025) Wheatland (2018-2023) Monte Sereno (2018-2020) Belvedere (2024) Del Rey Oaks (2024) ClearSource has enthusiastic references from other public agencies across California. Should additional references or sample reports be desired, we will furnish them immediately upon the City's request. SEAL BEACH — COST ALLOCATION PLAN CLEARSOURCE PROPOSAL I F-2 W- The ClearSource Fee and Cost Proposal has been submitted as a separate document, as directed by the Request for Proposals, SEAL BEACH - COST ALLOCATION PLAN CLEARSOURCE PROPOSAL I G-1 STATEMENTS AND DISCLOSURES Exceptions ClearSource has reviewed the Professional Services Agreement template included with the City's Request for Proposals. We do not request any deviations from the standard language illustrated. Conflict of Interest ClearSource does not have any financial, business, or other relationship with the City of Seal Beach (including City employees and City Council members) that may have an impact upon the outcome of the contract. ClearSource does not have any current clients who may have a financial interest in the outcome of this contract. Litigation ClearSource has not been involved with any litigation in connection with prior projects. Financial / Accounting System ClearSource affirms that we have an adequate financial management and accounting system. Business Entity ClearSource is a registered S -Corporation in the State of California. We are headquartered in Aptos, California (Santa Cruz County). Contract Signatories As a California Corporation, ClearSource provides two signatories on contracts with California local government agencies: our President and our Corporate Secretary. SEAL BEACH - COST ALLOCATION PLAN CLEARSOURCE PROPOSAL I H-1 FEE PROPOSAL STREETS, WATER SEPTEMBER 25, 2025 CONSULTING SERVICES ALLOCATION PLAN SEWER FUNDS [REFER ALSO TO SEPARATE TECHNICAL PROPOSAL] ClearSource Financial Consulting 7960 8 Soquel Drive, Suite 363 Aptos, California 95003 TERRY MADSEN I PRESIDENT tmadsenCc?'clearsourcefinancial corm. 831 288.0608 PROJECT BUDGET Maximum Price TOTAL COST I ClearSource has developed the work plan and schedule described earlier and designed to deliver a successful Cost Allocation Plan for Streets and Water and Sewer Funds in FY 2025- 26 to the City of Seal Beach. To complete both efforts, ClearSource proposes a total maximum cost for this contract at $21,840. COST BY ELEMENT I This maximum consulting fee is distributed to each element of the overall project as summarized in Exhibit 1. EXHIBIT 1 1 MAXIMUM CONSULTING FEE BY PROJECT ELEMENT Iroject Elements Indirect Cost Allocation Plan 64 $ 12,480 Streets Maintenance of Effort 48 $ 9,360 Cost Allocation Plan NOT -TO -EXCEED FEE I ClearSource commits to finish the project as described in our work plan without change orders. This is our standard practice. We do not request contract amendments for additional meetings, extra analytical scenarios, or any extended work to aid City staff or Council consideration. These are normal occurrences in these types of studies and part of the standard effort required to usher study findings to successful conclusion. Our proposed price is set to accomplish the work thoroughly without upward risk to the City. Consulting Fee Detail CONSULTANT FEE BY TASK I The maximum consulting fee presented here is based on the ClearSource team's years of experience with similarly scoped and scaled California cities in past studies: careful review of the City of Seal Beach's existing organizational structure and apparent financial performance, noting the breadth of City services that will fall under review in this effort. Our proposal ensures that all indirect cost recovery eligible for the SEAL BEACH -COST ALLOCATION PLAN prescribed methodologies can be analyzed without shortcuts or explanations for non -analysis and that the process is carried through to successful implementation of feasible outcomes. Exhibit 2 on Page 2 illustrates the detail behind our presented maximum price for the Cost Allocation Plans. This includes our estimated consultant labor time paired with hourly billing rates by task described in the ClearSource work plan. PROFESSIONAL RATES I The proposed consulting fee presented is based on assumed time to complete the scope of services and the hourly billing rates for ClearSource consultants. The schedule of hourly billing rates for all positions contemplated in this project is as follows: Rates published through December 31, 2025, and fixed for services described in the ClearSource work plan for FY 2025-26: Project Manager: $195 per hour Principal Consultant. $195 per hour Senior Consultant: $195 per hour DIRECT EXPENSES I ClearSource does not bill clients for ordinary direct expenses, such as travel and document production. All costs incurred by ClearSource to complete the City's project as currently scoped are embedded in our professional rates. The City's project does not contemplate and include extraordinary expenses such as mailing or polling as part of the consultant's required deliverables; therefore, no cost above the billed time of our professionals is proposed in our consulting fee. Rates for Additional Services Should the City seek an amendment to the contract to add consulting services it did not contemplate in its original scope of services as of this submittal date, ClearSource will estimate an additional consulting fee using the professional rates listed above, subject to change after December 31, 2025, for any added services. CLEARSOURCEFEE PROPOSAL I1 As emphasized earlier, ClearSource will not request contract amendments to compensation to handle normal fluctuations in the scope of services already defined, such as unplanned meetings, scenarios, or elongated review processes.. An example of a situation when "added services" would apply is adding to the contract an internal service fund rate study. Manner of Payment ClearSource will issue monthly progress reports to the City. Accompanying monthly invoices will be based on progress recorded to the project following the major tasks described in the work plan. We will not invoice for tasks not yet completed, and we will not submit a final invoice for the study until work is completed. Total invoices issued over the course the study will not exceed the maximum price presented here. EXHIBIT 2 1 CONSULTANT TIME AND FEE BY PROJECT ELEMENT AND TASK Hours Fee Madsen Hahn Schroeder Prevailing Hourly Rates, Fixed for the Defined Project: Indirect•st Allocation $195 $195 $195 1 1 Study Orientation 1 2 0 3 $ 585 2 1 Development of Critical Inputs 0 10 6 16 $ 3,120 3 1 Central Services Allocation Model (General) 0 20 8 28 $ 5,460 4 1 Reporting & Deliverable Tools 2 6 4 12 $ 2,340 5 1 Review & Engagement 1 4 0 5 $ 975 Streets Maintenance Effort Cost Allocation Plan of 1 1 Orientation & Data Collection 1 2 3 6 $ 1,170 2 1 Labor Time Analysis 0 6 2 8 $ 1,560 3 1 Cost Item Analysis 1 5 2 8 $ 1,560 4 1 Indirect Cost Determination 1 3 0 4 $ 780 5 1 Cost Allocation Plan Development 1 8 10 $ 1,950 6 1 Documentation of Outcomes and Change 1 6 i 8 $ 1,560 7 1 Review and Engagement 1 3 0 4 $ 780 SEAL BEACH -COST ALLOCATION PLAN CLEARSOURCEFEE PROPOSAL12 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, and those City agents serving as independent contractors in the role of City officials, and volunteers 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. _fes CLEAR -1 AcoR�" CERTIFICATE OF LIABILITY INSURANCE FDATE(MMID DIYYYY) 11 /12/2025 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 831-337-4661 CONTACT Coryn Gardiner Clarion Pacific Insurance PHONE 831-337-4661 FAX 831-612-1810 2035 N.. Pacific Ave. LAIC. No. Ext): (AI�No): Santa Cruz, CA 95060 E-MAIL coryn uQpac risic.com Ryan Deane AD.tz_REss:. INSURER(SI AFFORDING COVERAGE NAIC # ;e Financial Consulting el Dr. ste: 6363 95003 INSUMRA.,.Hartford Insurance Company 30104 INSURER B: Travelers Property Casualty Co 25658 INSURER C: Philadelphia Indemnity 18058 INSURER D - INSURER E: INSURER F: r 0VPRAr.FS 1 ;:PT 11:1 r ATF hiIIMPUZR• RF►II1q1r)N MIiMRP9. 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. LTP INSR TYPE OF INSURANCE ,4DDL I�UBR POLICY NUMBER V. POLICY EFF POLICY EXP umin LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000'000 CLAIMS -MADE X OCCUR X X :57SBABB8VBF 12/09/2025 12/09/2026 D GE TO RENTED. �_i�a O:cu.. $ 1,000,000 MED EXP (Any one person) $ 10,000 2,000,000 PERSONAL AADV INJURY GEN''L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 X POLICY El JECT F7 LOC PRODUCTS - COMP/OPA G 5 4,000,000 OTHER: qCOMBINED AUTOMOBILE LIABILITY SINGLE LSM (Sa ,odentl 2,000;000 AUTO :57SBABB8VBF 12/09/2025 12/09/2026 BODILY INJURY (Per erson) $ OWNEDSCHEDULED fxANY AUTOS ONLY AUTOS BODILY INJURY (Per accident $ HIRED X NpN-p+�NED AUTOS ONLY AUTgS ONLY PROPERTY DAMAGE (Per accident) $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE EXCESS LIAB CLAIMS -MADE $ DED RETENTION $ B WORKERS COMPENSATIONX AND EMPLOYERS' LIABILITY PER 0TH- STATUTE_ ; _FR � ANY PROPRIETOR/PARTNER/EXECUTIVE Ya OFFICER/MEMBER EXCLUDED? N I A X IUB -8M759710 -26-42-G 01/01/2026 01/01/2027 E.L..EACH ACCIDENT 1,000,000 $ (Mandatory in NH) 1,000,000 E L DISEASE - EA EMPLOY If yes, describe under 1,000,000 DESCRIPTION OF OPERATIONS below E L DISEASE - POLICY LIMIT C lProfessional Liab PHSD1877131-001 12/09/2025 12/09/2026 Occurence 2,000,000 Aggregate 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City of Seal Beach, its elected and appointed officials, officers, employees, agents, servants, volunteers, and those City agents serving as independent contractors in the role of City officials are named as Additional Insured with respect to the operations of the Named Insured as required by written contract at job: Cast Allocation Plan and *** L"R->l1111s%Lei el SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Seal Beach THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN y ACCORDANCE WITH THE POLICY PROVISIONS. 211 8th St. Seal Beach, CA 90740 AUTHORIZED REPRESENTATIVE �1 ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy 57SBABB8VBF THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE HARTFORD BLANKET ADDITIONAL INSURED BY CONTRACT This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply. A. The following is added to Section C. WHO IS AN INSURED: Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written contract or written agreement, or when required by a written permit issued by a state or governmental agency or subdivision or political subdivision that such person or organization be added as an additional insured on your Coverage Part, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by any other endorsement issued by us and made a part of this Coverage Part. The insurance afforded to such additional insured will not be broader than that which you are required by the contract, agreement, or permit to provide for such additional insured. The insurance afforded to such additional insured only applies to the extent permitted by law. The limits of insurance that apply to additional insureds are described in Section D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". (1) The insurance afforded to the vendor is subject to the following additional exclusions: This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; . (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Form SL 30 32 06 21 Page 1 of 3 © 2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) Policy 57SBABB8VBF THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE HARTFORD (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Paragraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) Any "occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1) Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In connection with your premises; (b) In the performance of your ongoing operations performed by you or on your behalf; or (c) In connection with "your work" and included within the "products -completed operations hazard", but only if: (i) The written contract, written agreement or permit requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services, including: (i) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (ii) Supervisory, surveying, inspection, architectural or engineering activities. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the "bodily injury", "property Form SL 30 32 06 21 Page 2 of 3 © 2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) Policy 57SBABB8VBF THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE HARTFORD damage", or "personal and advertising injury" arises out of the rendering of or the failure to render any professional service. e. State Or Governmental Agency Or Subdivision Or Political Subdivision Issuing Permit (1) Any state or governmental agency or subdivision or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the federal government, state or municipality; or (b) "Bodily injury" or "property damage" included within the "products -completed operations hazard". f. Any Other Party (1) Any other person or organization who is not in one of the categories or classes listed above in Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations performed by you or on your behalf; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products -completed operations hazard", but only if: (i) The written contract, written agreement or permit requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, surveying, inspection, architectural or engineering activities. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the "bodily injury", "property damage", or "personal and advertising injury" arises out of the rendering of or the failure to render any professional service described in Paragraphs C(2)(a) or 1f.(2)(b) above. Form SL 30 32 06 21 © 2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) Page 3 of 3 Policy 57SBABB8VBF THE -4 HARTFORD (1) You or any additional insured under this Coverage Part that is an individual; (2) Any partner, if you or an additional insured under this Coverage Part is a partnership; (3) Any manager, if you or an additional insured under this Coverage Part is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured under this Coverage Part is a corporation; (5) Any trustee, if you or an additional insured under this Coverage Part is a trust; or (6) Any elected or appointed official, if you or an additional insured under this Coverage Part is a political subdivision or public entity. This Paragraph f. applies separately to you and any additional insured under this Coverage Part. 3. Legal action Against Us No person or organization has a right under this Coverage Part: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 4. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Policy to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom a claim is made or "suit" is brought. 5. Representations a. When You Accept This Policy By accepting this Policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this Policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 6. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk, Owner Controlled Insurance Program or OCIP, Contractor Controlled Insurance Program or CCIP, Wrap Up Insurance or similar coverage for "your work'; Form SL 00 00 10 18 Page 16 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) Policy 57SBABB8VBF THE HARTFORD If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. F. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purpose of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding web sites, only that part of a web site that is about your goods, products or services for the purpose of attracting customers or supporters is considered an advertisement. 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto" means: a. A land motor vehicle, trailer or semi -trailer designed for travel on public roads, including any attached machinery or equipment; or b. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance or motor vehicle registration law where it is licensed or principally garaged. However, "auto" does not include "mobile equipment". 5. "Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6. "Coverage territory" means: a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in a. above; (2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or Form SL 00 00 10 18 Page 18 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) TRAVELERS WORKERS COMPENSATION AND ONE TOWER SQUARE EMPLOYERS LIABILITY POLICY HARTFORD CT 06183 ENDORSEMENT WC 04 03 06 (01) — 021 POLICY NUMBER: UB -8M759710 -26-42-G WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. THE ADDITIONAL PREMIUM FOR THIS ENDORSEMENT SHALL BE 5.00% OF THE CALIFORNIA WORKERS' COMPENSATION PREMIUM OTHERWISE DUE ON SUCH REMUNERATION. SCHEDULE PERSON OR ORGANIZATION CITY OF SEAL BEACH 211 8TH ST. SEAL BEACH, CA 90740 JOB DESCRIPTION COST OF SERVICE ANALYSIS AND COST ALLOCATION CONSULTING DATE OF ISSUE: 11-17-25 ST ASSIGN: Page 1 of 1