Agenda, regular meeting, second session — Del Mar City Council, November 18, 2024 (part 2 of 3)

The recommendation to hire an investment advisory and management services advisor was supported by the Finance Committee.

Due to lack of capacity and prioritization of work assignments, the process for hiring of an investment advisor was delayed from late 2023 to mid-late 2024. In the meantime, City staff invested in short-term Treasury Bills (T-Bills), as was previously discussed with the Finance Committee, which has resulted in higher returns on investments.

On May 9, 2024, the City issued a Request for Qualifications (RFQ 2024-04) soliciting proposals from qualified professionals to perform investment advisory and/or management services, including but not limited to advising or managing the City’s investment portfolio, evaluating market risk and developing strategies that minimize the impact on the portfolio, and providing the City with various other investment advisory services in order to maximize returns on the City’s investments as further described in Exhibit A to Attachment A.

DISCUSSION/ANALYSIS:

During the solicitation period, four (4) proposals were received from: 1) Bowman Wealth Management, LLC; 2) Optimized Investment Partners, LLC (OIP); 3) Garcia Hamilton & Associates, LLP; and 4) Clearwater Advisors, LLC (Clearwater). The proposals were carefully evaluated by City staff based on experience, qualifications, and other relevant factors. Proposed costs and fees were also evaluated to ensure they were in line with current market rates for the services to be provided. Of the four firms who submitted proposals, City staff interviewed OIP and Clearwater, whose proposals were ranked the highest by staff based on their experience, qualifications, and potential ability to best meet the City’s current and future needs.

After conducting interviews, staff determined that OIP is best suited to meet the City’s current and future needs based on their demonstrated expertise, municipal investment market knowledge, and reasonable fees for services. OIP provided highly positive references, has an in-depth investment market understanding, and has experience providing investment advisory services to other agencies of similar size to the City of Del Mar.

OIP is a local company from the San Diego region founded in 2022 that serves cities and special districts. Although a relative newcomer to the market, OIP is comprised of highly skilled staff with extensive municipal finance experience. OIP specializes in assisting small to medium size municipalities in California with optimizing their investment portfolios. OIP currently has over a dozen clients with total assets under management of $220 million. OIP’s approach to optimizing the City’s returns on its investments will include rigorous cash flow modeling and monthly reviews of cash balances to ensure sufficient liquidity necessary for daily operations.
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City Council Agenda Report
Agreement for Investment Advisory and Management Services November 18, 2024

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The fees for OIP services will be based on the amount of assets under management (AUM) and is set at a flat rate of 0.09% (9 bps) for AUM, which encompasses all investments in custodial accounts, pooled accounts, and other investment-related accounts, excluding City checking account balances. There are no additional fees or reimbursement costs associated with any additional services required by the City that are related to investment management.

Staff recommends that the City Council approve the as-needed Agreement with OIP for an initial three-year period beginning November 18, 2024, through November 17, 2027, with the option for the City Manager to extend the agreement for an additional two-year period based upon satisfactory service being provided during the initial contract period.

The City will also have an option to terminate the agreement at any time, should the Consultant’s performance or return on investments fall below the City’s expectations.

FISCAL IMPACT:

There is no fiscal action to be taken at this time by the City Council related to this agenda item. Staff estimates that the cost of investment services will be approximately $36,000 annually based on the AUM percentage. It is anticipated that the City’s portfolio earnings will increase after partnering with OIP, which will sufficiently cover the cost of services.

Staff will include amendments to investment revenues and expenditures during the FY 2024-2025 Mid-Year Financial Report.

ENVIRONMENTAL IMPACT:

The proposed City Council action does not constitute a “project” under the definition set forth in California Environmental Quality Act (CEQA) Guidelines Section 15378 because it will not have a potential to result in a direct or indirect physical change in the environment and is, therefore, not subject to CEQA. No further action under CEQA is required.

NEXUS TO CITY COUNCIL GOALS AND PRIORITIES:

This is an operational item and is not included in the City Council’s list of Goals & Priorities.

ATTACHMENTS:

Attachment A – Agreement with Optimized Investment Partners, LLC Attachment B – Investment Policy For Fiscal Year 2024-2025 3 November 18, 2024 Item 05

PROFESSIONAL SERVICES AGREEMENT BETWEEN

THE CITY OF DEL MAR AND OPTIMIZED INVESTMENT PARTNERS, LLC

FOR INVESTMENT ADVISORY AND MANAGEMENT SERVICES
This Professional Services Agreement (“Agreement”) is made and entered into this 18th day of November, 2024 by and between the City of Del Mar, a Charter City and a municipal corporation (“City”), and Optimized Investment Partners, LLC (“Consultant”) (collectively “Parties”).

WHEREAS, the City desires to employ a consultant to provide investment advisory and management consulting services (“Consulting Services”). Said work is to be performed in accordance with the terms and conditions set forth below and as described in the scope of services, attached hereto as Exhibit “A” and incorporated herein; and WHEREAS, the City has initially determined that Consultant is qualified by experience and ability to perform the services desired by City, and Consultant is willing to perform such services; and
WHEREAS, Consultant will conduct all the work as described and detailed in this Agreement to be provided to the City.

NOW, THEREFORE, the Parties hereto mutually covenant and agree with each other as follows:

1. CONSULTING SERVICES.

1.1 Scope of Services. The Consultant shall perform the Consulting Services as set forth in the written Scope of Services, attached hereto as Exhibit “A” and incorporated herein. Such services shall be provided at the direction of the City.

1.2. City Modification of Scope of Services. City may order changes to the Scope of Services within the general scope of this Agreement consisting of additions, deletions, or other revisions. If such changes cause a change in the Consultant’s cost of, or time required for, completion of the Scope of Services, an equitable adjustment to Consultant’s compensation and/or contract time shall be made, subject to the City’s approval. All such changes shall be authorized in writing, executed by Consultant and City. If such a change results in an extension of the term of this Agreement or increases the maximum amount to be paid under this Agreement, no such change shall have any force or effect unless an amendment to this Agreement is approved by the City Council.

2. DURATION OF AGREEMENT.

2.1 Term, Time for Performance. This Agreement shall be effective for a period of three (3) years beginning on November 18, 2024 and ending on November 17, 2027.

The agreement may be extended for an additional two (2) year period, upon written approval of the Parties. Time is of the essence for this Agreement and each provision of this Agreement, unless otherwise specified in this Agreement.

2.2 Delay. Any delay occasioned by causes beyond the control of Consultant may merit an extension of time for the completion of the Scope of Services. When such delay occurs, Consultant shall immediately notify the Project Coordinator in writing of the cause and the extent of the delay, whereupon the Project Coordinator shall ascertain the facts and the extent of the delay and grant an extension of time for the completion of the Consulting Services when justified by the circumstances provided that no extension of time shall be granted which would extend the time for performance beyond the date specified in section 2.1 above. 4 November 18, 2024 Item 05
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2.3 City’s Right to Terminate for Default. Should Consultant be in default of any covenant or condition hereof, City may immediately terminate this Agreement for cause if Consultant fails to cure the default within ten (10) calendar days of receiving written notice of the default.

2.4 City’s Right to Terminate without Cause. Without limiting its rights in the event of Consultant’s default, City may terminate this Agreement, without cause, by giving written notice to Consultant. Such termination shall be effective upon receipt of the written notice. Consultant shall be compensated for all effort and material expended on behalf of City under the terms of this Agreement, up to the effective date of termination. All personal property remaining in City facilities or on City property thirty (30) days after the expiration or termination of this Agreement shall be, at City’s election, considered the property of City.

3. PERFORMANCE AFTER TERMINATION. Upon termination of this Agreement as provided herein, Consultant shall, within such reasonable time period as may be directed by City Manager, complete those items of work which are in various stages of completion and which City Manager determines are necessary to be completed by Consultant to allow the project to be completed in a timely, logical, and orderly manner. Upon termination, all finished or unfinished documents, data, studies, surveys, drawings, models, photographs, reports, and other materials prepared by Consultant shall be delivered to the City Manager, upon his request, as property of City.

4. COMPENSATION.

4.1 Total Amount. Compensation to Consultant shall be provided in accordance with the rates described in the Fee Schedule contained in Exhibit “B.” Consultant shall bill the City for work provided and shall present a written request for such payment monthly. City shall pay all invoices in arrears and shall in no event be required to pay for any services provided by Consultant in advance. Consultant acknowledges that it is not guaranteed any particular amount of work.

4.2 Additional Services. City may, as the need arises or in the event of an emergency, request additional services of Consultant. Should such additional services be required, Compensation therefore shall be paid to the Consultant in accordance with Scope of Services contained in Exhibit “A.” City and Consultant shall agree to the costs prior to commencement of such work.

5. INDEPENDENT CONTRACTOR. Consultant is, for all purposes arising out of this Agreement, an independent contractor. The Consultant has and shall retain the right to exercise full control and supervision of all persons assisting the Consultant in the performance of said services hereunder, the City only being concerned with the finished results of the work being performed. Neither Consultant nor Consultant’s employees shall in any event be entitled to any benefits to which City employees are entitled, including, but not limited to, overtime, any retirement benefits, workers’ compensation benefits, any injury leave or other leave benefits, Consultant being solely responsible for all such matters, as well as compliance with social security and income tax withholding and all other regulations and laws governing such matters.

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Agreement, Consultant represents that it has demonstrated trustworthiness and possesses the quality, fitness, and capacity to perform the Agreement in a manner satisfactory to City.

Additionally, Consultant and all of Consultant’s employees or agents shall secure and maintain in force such permits and licenses as are required by law in connection with the furnishing of services pursuant to this Agreement.

7. AUDIT OF RECORDS.

7.1 At any time during normal business hours and as often as may be deemed necessary, the Consultant shall make available to a representative of City for examination all of its records with respect to all matters covered by this Agreement and shall permit City to audit, examine, and/or reproduce such records. Consultant shall retain such financial and program service records for at least four (4) years after termination or final payment under this Agreement.

7.2 The Consultant shall include the City’s right to audit under this section in any and all of their subcontracts, and shall ensure that these sections are binding upon all subcontractors.

8. CONFIDENTIALITY. All Consulting services performed by Consultant, including, but not limited to, all drafts, data, correspondence, proposals, reports, research and estimates compiled or composed by Consultant, pursuant to this Agreement, are for the sole use of the City, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of the City. This provision does not apply to information that (a) was publicly known, or otherwise known to Consultant, at the time that it was disclosed to Consultant by the City, (b) subsequently becomes publicly known through no act or omission of Consultant or (c) otherwise becomes known to Consultant other than through disclosure by the City. Except for any subcontractors that may be allowed upon prior agreement, neither the documents nor their contents shall be released to any third party without the prior written consent of the City. The sole purpose of this section is to prevent disclosure of City’s confidential and proprietary information by Consultant or subcontractors.

9. CONFLICTS OF INTEREST.

9.1 Consultant shall at all times comply with all federal, state and local conflict of interest laws, regulations, and policies applicable to public contracts and procurement practices, including, but not limited to, California Government Code §§ 81000 et seq. (Political Reform Act) and §§ 1090 et seq. Consultant shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the City in which the Consultant has a financial interest as defined in Government Code § 87103. Consultant represents that it has no knowledge of any financial interests, which would require it to disqualify itself from any matter on which it might perform services for the City.

9.2 Consultant shall comply with all of the reporting requirements of the Political Reform Act. The Consultant shall file a Fair Political Practices Commission Form 700 (Assuming Office Statement) within thirty (30) calendar days of the City’s determination that the Consultant is subject to a conflict of interest code, if applicable. The Consultant shall also file a Form 700 (Annual Statement) on or before April 1, disclosing any financial interests held during the previous calendar year for which the Consultant was subject to a conflict of interest code.

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same duties for the City that would otherwise be performed by a City employee holding a position specified in the department's conflict of interest code, the Consultant shall be subject to a conflict of interest code requiring the completion of one or more statements of economic interests disclosing the Consultant’s relevant financial interests.

10. OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps, models, photographs and reports prepared by Consultant under this Agreement shall be considered the property of City. Consultant shall be permitted to reference and use said materials for use in future studies, work, and marketing so long as said materials are considered “public documents” and are not subject to attorney-client privilege, or the subject of pending closed or executive session discussions.

11. INSURANCE

11.1 Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Consultant, their agents, representatives, employees or subcontractors. Insurance shall be placed with insurers with a current A.M. Best’s rating of no less than “A” and “VII” and are admitted to do business in the State of California, unless otherwise approved in writing by the City’s Risk Manager.

11.2 Consultant’s liabilities, including but not limited to Consultant’s indemnity obligations, under this Agreement, shall not be deemed limited in any way to the insurance coverage required herein. All policies of insurance required hereunder must provide that the City is entitled to thirty (30) days prior written notice (ten (10) days for cancellation due to nonpayment of premium) of cancellation or non-renewal of the policy or policies. Maintenance of specified insurance coverage is a material element of this Agreement.

11.3 Types and Amounts Required. Consultant shall maintain, at minimum, the following insurance coverage for the duration of this Agreement:

11.3.1 Commercial General Liability (CGL). Insurance written on an ISO Occurrence form CG 00 01 07 98 or equivalent providing coverage at least as broad which shall cover liability arising from any and all personal injury or property damage in the amount of $1,000,000 per occurrence and subject to an annual aggregate of $2,000,000. There shall be no endorsement or modification of the CGL limiting the scope of coverage for either insured vs. insured claims or contractual liability. All defense costs shall be outside the limits of the policy.

11.3.2 Commercial Automobile Liability. For all of the Consultant's automobiles including owned, hired and non-owned automobiles, automobile insurance written on an ISO form CA 00 01 12 90 or a later version of this form or an equivalent form providing coverage at least as broad for bodily injury and property damage for a combined single limit of $300,000 per occurrence. Insurance certificate shall reflect coverage for any automobile (any auto).

11.3.3 Workers' Compensation. For all of the Consultant's employees who are subject to this Agreement and to the extent required by applicable state or federal law, a Workers' Compensation policy providing at minimum $1,000,000 employers' liability coverage.

The Consultant shall provide an endorsement that the insurer waives the right of subrogation against the City and its respective elected officials, officers, employees, agents and representatives.
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11.3.4 Consulting Liability. Consulting liability (errors and omissions) coverage with a limit of $1,000,000 per claim and $2,000,000 annual aggregate. The Consultant shall ensure both that (1) the policy retroactive date is on or before the date of commencement of the Scope of Services; and (2) the policy will be maintained in force for a period of three years after substantial completion of the Scope of Services or termination of this Agreement whichever occurs last. The Consultant agrees that for the time period defined above, there will be no changes or endorsements to the policy that increase the City's exposure to loss. All defense costs shall be outside the limits of the policy.

11.4 Deductibles and Self-Insured Retentions. Any deductibles or selfinsured retentions are the responsibility of the Consultant and must be declared to and approved by the City. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees, and volunteers, or (2) the Consultant shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration, and defense expenses.

11.5 Additional Required Provisions. The commercial general liability and automobile liability policies shall contain, or be endorsed to contain, the following provisions:

11.5.1 The City, its officers, officials, employees, and representatives shall be named as additional insureds. The City's Additional Insured status must be reflected on additional insured endorsement form which shall be submitted to the City.

11.5.2 The policies are primary and non-contributory to any insurance that may be carried by the City, as reflected in an endorsement which shall be submitted to the City.

11.6 Verification of Coverage. Consultant shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this Section 11. The endorsement should be on forms provided by the City or on other than the City’s forms provided those endorsements conform to City requirements. All certificates and endorsements are to be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications at any time.

12. DEFENSE AND INDEMNIFICATION.

12.1 Consultant agrees to indemnify, defend (with attorneys approved by City), and hold harmless the City, and its officers, officials, agents and employees (the “Indemnified Parties”) from any and all claims, demands, costs or liability that arise out of, or pertain to, or relate to the Consultant, its employees, agents, and subcontractors performance of services under this Agreement. Consultant’s duty to indemnify under this section shall not include liability for damages for death or bodily injury to persons, injury to property, or other loss, damage or expense arising from the sole negligence or willful misconduct by the City or its elected officials, officers, agents, and employees. Consultant's indemnification obligations shall not be limited by the insurance provisions of this Agreement. The Parties expressly agree that any payment, attorney's fees, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense, or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement.
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12.2 This indemnity is in addition to any other rights or remedies which City may have under the law or this Agreement. In the event of any claim or demand made against any party which is entitled to be indemnified hereunder, City may, at its sole discretion, reserve, retain or apply any monies due to Consultant under this Agreement for the purpose of resolving such claims; provided however, that City may release such funds if Consultant provides City with reasonable assurances of protection of the City's interest. The City shall, in its sole discretion determine whether such assurances are reasonable.

12.3 Consultant agrees that its duty to defend arises upon an allegation of liability based upon the performance of services under this Agreement by Consultant, its officers, agents, representatives, employees, sub-consultants, or anyone for whom Consultant is liable and that an adjudication of Consultant’s liability is not a condition precedent to Consultant's duty to defend.

13. SUBCONTRACTORS.

13.1 The Consultant’s hiring or retaining of third parties (i.e. subcontractors) to perform services related to the Project is subject to prior approval by the City.

13.2 All contracts entered into between the Consultant and its subcontractor shall also provide that each subcontractor shall obtain insurance policies, which shall be kept in full force and effect during any and all work on this Project and for the duration of this Agreement. The Consultant shall require the subcontractor to obtain all policies described in section 11 of this Agreement in the amounts required by the City, which shall not be greater than the amounts required of the Consultant.

13.3 In any dispute between the Consultant and its subconsultants, the City shall not be made a party to any judicial or administrative proceeding to resolve the dispute. The Consultant agrees to defend and indemnify the City as described in section 12 of this Agreement should the City be made a party to any judicial or administrative proceeding to resolve any such dispute or should the City incur any costs in responding to third-party discovery requests.

14. NON-DISCRIMINATION. Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, ancestry, physical or mental disability, medical condition, genetic information, marital status, military or veteran status, gender, gender identity, gender expression, sexual orientation, or any other class protected under state, federal, or local law. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to any class or category protected under state, federal, or local law and shall make reasonable accommodation to qualified individuals with disabilities. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, transfer, recruitment, or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Consultant agrees to post in conspicuous places available to employees and applicants for employment any notices provided by City setting forth the provisions of this non-discrimination clause.

15. NOTICES. All communications to either party by the other party shall be delivered to the persons listed below. Any such written communications by mail shall be conclusively deemed to have been received by the addressee five (5) calendar days after the deposit thereof in the United States Mail, postage prepaid and properly addressed as noted below.
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If to City: If to Consultant:

City of Del Mar Optimized Investment Partners, LLC
City Clerk David Bilby, CEO
1050 Camino del Mar 2212 Carol View Dr, #103
Del Mar, CA 92014 Cardiff, CA 92007
[email protected] [email protected]
16 ASSIGNABILITY. This Agreement and any portion thereof shall not be assigned or transferred, nor shall any of the Consultant’s duties be delegated or sub-contracted, without the express written consent of the City.

17. RESPONSIBILITY FOR EQUIPMENT. City shall not be responsible nor held liable for any damage to persons or property consequent upon the use, misuse, or failure of any equipment used by Consultant or any of Consultant’s employees or subcontractors, even if such equipment has been furnished, rented, or loaned to Consultant by City. The acceptance or use of any such equipment by Consultant, Consultant’s employees, or subcontractors shall be construed to mean that Consultant accepts full responsibility for and agrees to exonerate, indemnify and hold harmless City from and against any and all claims for any damage whatsoever resulting from the use, misuse, or failure of such equipment.

18. CALIFORNIA LAW; VENUE/MISC. This Agreement shall be construed and interpreted according to the laws of the State of California. Any action brought to enforce or interpret any portion of this Agreement shall be brought in the county of San Diego, California.

Consultant hereby waives any and all rights it might have pursuant to California Code of Civil Procedure section 394.

19. COMPLIANCE WITH LAWS. The Consultant shall comply with all laws, ordinances, regulations, and policies of the federal, state, and local governments applicable to this Agreement, including California Labor Code section 1720, et seq., relating to payment of prevailing wages for public works projects, if applicable. Consultant shall indemnify and defend the Indemnified Parties from and against any liability incurred due to any failure on the part of Consultant to comply with any applicable Laws.

To the extent Consultant is required to comply with prevailing wage requirements, Consultant does hereby acknowledge that they are aware of, have read, and understand the terms and implications of SB 854 and Consultant and any subconsultants ensure that they are familiar with and comply with its requirements. Such requirements include, but are not limited to, the registration requirement with the Department of Industrial Relations, State of California (DIR), pursuant to Labor Code section 1725.5. As of March 1, 2015, in compliance with SB 854, the City requires all affected contractors and consultants to be registered with the DIR prior to submitting a bid or proposal on any eligible District project. As of April 1, 2015, failure to comply with the requirements of SB 854 by any contractor or consultant, including registration with the DIR pursuant to Labor Code section 1725.5, shall be a material breach of this Agreement which may be terminated by the City in its sole and absolute discretion. Where applicable, this project is subject to compliance monitoring and enforcement by the DIR.

20. CONSULTANT’S CERTIFICATION OF AWARENESS OF IMMIGRATION REFORM AND CONTROL ACT OF 1986. Consultant certifies that Consultant is aware of the requirements of the Immigration Reform and Control Act of 1986 (8 USC §§ 1101-1525) and has complied and will comply with these requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors, and consultants that are included in this Agreement.
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21. ENTIRE AGREEMENT. This Agreement sets forth the entire understanding of the Parties with respect to the subject matters herein. There are no other understandings, terms or other agreements expressed or implied, oral or written, except as set forth herein.

22. AMENDMENTS. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney.

No change, alteration, or modification of the terms or conditions of this Agreement, and no verbal understanding of the Parties, their officers, agents, or employees shall be valid unless agreed to in writing by both Parties.

23. NO WAIVER. No failure of either the City or the Consultant to insist upon the strict performance by the other of any covenant, term or condition of this Agreement, nor any failure to exercise any right or remedy consequent upon a breach of any covenant, term, or condition of this Agreement shall constitute a waiver of any such breach of such covenant, term or condition.

24. SEVERABILITY. The unenforceability, invalidity, or illegality of any provision of this Agreement shall not render any other provision unenforceable, invalid, or illegal.

25. DRAFTING AMBIGUITIES. The Parties agree that they are aware that they have the right to be advised by counsel with respect to the negotiations, terms and conditions of this Agreement, and the decision of whether or not to seek advice of counsel with respect to this Agreement is a decision which is the sole responsibility of each Party. This Agreement shall not be construed in favor of or against either Party by reason of the extent to which each Party participated in the drafting of the Agreement.

26. LEGAL FEES. In the event of the bringing of any action or suit by either party hereto against the other party hereunder to enforce or interpret any of the provisions, covenants or conditions of this Agreement, or arising out of any tortuous conduct by either party incident to this Agreement, the prevailing party in such action or suit shall be entitled to recover all costs and expenses of suit, including reasonable attorneys' fees. In any action or suit brought to enforce this Agreement, the damages available shall be limited to specific performance or other such equitable relief that the court may order.

27. CONFLICTS BETWEEN TERMS. If an apparent conflict or inconsistency exists between the main body of this Agreement and the Exhibits, the main body of this Agreement shall control. If a conflict exists between an applicable federal, state, or local law, rule, regulation, order, or code and this Agreement, the law, rule, regulation, order, or code shall control. Varying degrees of stringency among the main body of this Agreement, the Exhibits, and laws, rules, regulations, orders, or codes are not deemed conflicts, and the most stringent requirement shall control. Each Party shall notify the other immediately upon the identification of any apparent conflict or inconsistency concerning this Agreement.

28. EXHIBITS INCORPORATED. All Exhibits referenced in this Agreement are incorporated into the Agreement by this reference.

29. SIGNING AUTHORITY. The representative for each Party signing on behalf of a corporation, partnership, joint venture, or governmental entity hereby declares that authority has been obtained to sign on behalf of the corporation, partnership, joint venture, or entity and agrees to hold the other Party or Parties hereto harmless if it is later determined that such authority does not exist.
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement the day and year first hereinabove written.

CITY OF DEL MAR,
a municipal corporation
By: ____________________________
Ashley Jones, City Manager

OPTIMIZED INVESTMENT PARTNERS, LLC,
a California corporation
By: __________________________________
David Bilby, CEO
ATTEST:
________________________________
Sarah Krietor, Administrative Services
Director/City Clerk
APPROVED AS TO FORM:
_______________________________
Leslie E. Devaney, City Attorney
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EXHIBIT “A”

SCOPE OF WORK
Consultant shall provide services including, but not limited to, the following:

1. Baseline Services:
• Provide advisory services related to the City’s investment portfolio. • Assist the City with cash flow/maturity analysis.
• Provide credit analysis of investment instruments in portfolio and the creditworthiness of financial institutions.
• Provide monthly/quarterly/annual and as-needed reporting on all government entity funds.
• Attend meetings with City staff, Finance Committee, City Council, and other public meetings as needed.
• Evaluate market risk and develop strategies that minimize the impact on the portfolio and maximize the portfolio’s performance.
• Provide assurance of portfolio compliance with applicable policies and laws and the City’s Investment Policy.
• Establish an appropriate performance benchmark.
• Improve investment capabilities and ensure portfolio structure matches City objectives.
• Provide advice on the purchase and sale of fixed income securities in accordance with the adopted City Investment Policy.
• Provide advice and recommendation on portfolio structure in regard to the City's cash-flow requirements, investment goals and other specific investment needs. • Provide advice and recommendations to buy and sell appropriate investment securities on non-discretionary basis.
• Participate in the City's compliance reviews and independent audits as-needed. • Provide City with various other investment advisory services and education workshops as needed.
• Review the City’s Investment Policy and make recommendations.

2. Additional Services:
• Invest City’s funds and manage purchase and sale of fixed income securities in accordance with the City’s Investment Policy.
• Provide discretionary full-time portfolio management. • Based on City's instructions to buy and sell, complete transactions using advanced investment management skills and practices to obtain the best securities price. • Consultant shall provide confirmations, detailed reports and reconciliations of the City's daily investment transactions, investment earnings and performance results monthly or as requested by the City.
• Consultant shall provide customized portfolio reports. • All advisement to City will be implemented by the principal of Consultant. • Perform broker/dealer due diligence and maintain relations with approved security brokers and dealers.
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EXHIBIT “B”

FEE SCHEDULE
Consultant shall be compensated for services in accordance with the following:

Assets Under Management (AUM) Fee Rate
$35 million to $50 million 0.09% (9 bps)
• The Fee Schedule represents a flat rate and includes the baseline and additional services described in Exhibit A - Scope of Work.
• Consultant shall not incur or bill for reimbursable costs associated with services provided.
• AUM encompasses all investments in custodial accounts, pooled accounts, and other investment-related accounts, excluding city checking account balances. 14 November 18, 2024 Item 05

CITY OF DEL MAR
INVESTMENT POLICY FOR FISCAL YEAR 2024-2025
I. INTRODUCTION
This statement is to provide guidance regarding the prudent investment of the cash of the City of Del Mar, and to establish the goals and limitations of investments suitable to ensuring the safety of the City’s funds. The ultimate goal is to protect these funds while enhancing the economic status of the City of Del Mar.

Responsibility for the investing of the idle cash and trust funds of the City resides with the City Treasurer. The investment policies and practices of the City Treasurer of the City of Del Mar are based on limitations placed on it by governing legislative bodies. These policies have three primary goals:

1. To assure compliance with all Federal, State, and Local laws governing the investment of monies under the control of the City Treasurer.

2. To protect the principal monies entrusted to this organization.

3. To generate the maximum amount of investment income within the parameters of this Annual Investment Policy.

II. SCOPE
This policy provides guidelines for investing idle cash for all funds under the direct authority of the City with the exception of retirement funds, deferred compensation funds, and those monies from unexpended bond proceeds that are under the direction of a trustee. This investment policy applies to all financial assets of the City of Del Mar. These funds are accounted for in the City of Del Mar’s Annual Comprehensive Financial Report and include the General Fund and General Governmental Funds, Special Revenue Funds, Capital Projects Funds, Enterprise Funds, and Trust and Agency Funds.

III. PRUDENCE
Investments shall be made with judgment and care, under circumstances then prevailing, which persons of prudence, discretion, and intelligence exercise in the management of their own affairs, not for speculation, but for investment, considering the probable safety of their capital as well as the probable income to be derived.

The standard of prudence to be used by investment officials shall be the “prudent person” standard and shall be applied in the context of managing an overall portfolio. Investment officers acting in accordance with written procedures and the investment policy and exercising due diligence shall be relieved of personal 15 November 18, 2024 Item 05

responsibility for an individual security’s credit risk or market price changes, provided deviations from expectations are reported in a timely fashion and appropriate action is taken to control adverse developments.

IV. OBJECTIVES
 Safety: Safety of principal is the primary objective of the City of Del Mar and is the single most important factor in governing the investment decisions of the City Treasurer. Each investment transaction shall be made considering the potential for capital losses in an effort to limit such losses, whether from institution default, broker-dealer default, or erosion of market value of securities. The City Treasurer shall evaluate each potential investment, seeking quality in both issuer and in underlying security or collateral. The use of diversification of the portfolio will assist to reduce market risk and possible principal loss. To help mitigate against market risk due to fluctuations in interest rates, this policy provides limits on the portfolio maturity.
 Liquidity: Second only to safety is the need to maintain liquidity in the portfolio to meet the anticipated cash needs of the City, and to ensure that money is always readily available. This percentage specifically shall be reviewed on an annual basis. Since not all cash needs can be anticipated, the City Treasurer will only invest in instruments with an active secondary market. These securities will have a low sensitivity to market risk.  Yield: Once the basic requirements of safety and liquidity are met, the City’s fund shall be designed to attain a market-average rate of return through economic cycles. Market-average rate of return is defined as the average return on one-year Treasury bills.

V. DELEGATION OF AUTHORITY
The authority for investing idle cash resides with the City Treasurer by direction of the City Council. The Treasurer may delegate such responsibilities, as recording of investment purchases and sales and recording of investment activity, to the Finance Officer and Accounting Technician, or other City officials as authorized by resolution of the City Council, as is necessary to maintain adequate internal controls as described in the following section.

VI. CONFLICT OF INTEREST
All City officials involved in the investment process shall refrain from personal business activity in violation of Government Code Section 1090 and the Political Reform Act (Government Code 8100 et seq.).
16 November 18, 2024 Item 05

Section 1090 of the Government Code prohibits City officials from “making” a contract in which the official is financially interested. Under the Political Reform Act, a City official is disqualified from making, participating in making, or using his or her official position to influence the making, of a governmental decision in which it is reasonably foreseeable the decision could materially affect the official’s economic interest, in a manner distinguishable from its effect on the public generally.

VII. INTERNAL CONTROLS
A system of internal controls shall be in place to prevent losses of public funds arising from fraud, employee error, and misrepresentation of third parties, unanticipated changes in financial markets or imprudent action by city officials.

Such controls deemed most important are the separation of responsibilities for investment purchases from the recording of investment activity, custodial safekeeping, written confirmation of investment transactions, and established criteria for broker relationships. The annual financial audit will include a comprehensive review of the portfolio, accounting procedures for security transactions, and compliance with the investment policy.

VIII. REPORTING
Under provision of Section 53646 of the California Government Code, the City Treasurer shall render a quarterly report to the City Council showing the type of investment institution, date of maturity, amount of deposit, current market value for all securities as provided by our safekeeping institution, rate of interest, and such other data that may be required by the City Council. This report shall also include a schedule of maturity by type of security.

The report must also include a statement that the investment portfolio complies with this policy, or a statement as to the manner in which the portfolio is not in compliance.

The report also must include a statement noting the ability of the City to meet its expenditure requirements for the next six months or provide an explanation as to why sufficient money shall, or may, not be available.

IX. SAFEKEEPING OF SECURITIES
To protect against potential losses caused by collapse of individual securities dealers, all securities owned by the City shall be kept in safekeeping with “perfected interest” by a third-party bank trust department acting as agent for the City under the terms of a custody agreement executed by the bank and by the City.

All securities will be received and delivered using standard delivery versus payment procedures. The only exception to the foregoing shall be certificates of deposit and investments in: (a) LAIF; (b) local government investment pools; and 17 November 18, 2024 Item 05

(c) money market funds, since the purchased securities are not deliverable. A record of these investments shall be held by the Treasurer.

X. QUALIFIED DEALERS AND INSTITUTIONS
The City shall transact business only with banks, savings and loans, and registered investment securities dealers. The purchase by the City of any investment, other than those purchased directly from the issuer, shall be purchased either from an institution licensed by the State as a broker-dealer, as defined in Section 25004 of the Corporation Code, who is a member of the National Association of Securities Dealers, or a member of a federally regulated securities exchange, a national or state-chartered bank, a federal or state association (as defined by Section 5102 of the Financial Code), or a brokerage firm designated as a primary government dealer by the Federal Reserve Bank. The City Treasurer shall investigate all institutions that wish to do business with the City in order to determine if they are adequately capitalized and agree to abide by the conditions set forth in the City’s Investment Policy.

XI. AUTHORIZED INVESTMENTS
The City of Del Mar has a fiduciary responsibility to the residents of the community to protect the assets of the City and to invest and manage those funds wisely.

These investment decisions shall be governed under Government Code sections 53600 through 53609 under which those making investments on its behalf are deemed to act in a fiduciary capacity.

The City shall not knowingly make any investments in any institution, company, corporation, subsidiary or affiliate that practices or supports directly or indirectly through its action’s discrimination on the basis of race, religion, color, creed, national or ethnic origin, age, sex, sexual preference, or physical disability.

Within these limitations, the following investments are authorized:
 United States Treasury Bills, Notes and Bonds or those for which the full faith and credit of the United States are pledged for payment of principal and interest with remaining maturities of five years or less. There shall be no limit on the percentage of the portfolio invested in these instruments. The purchase of zero-coupon Treasuries is not permitted.
 Local Agency Investment Fund (LAIF). The State investment fund is maintained for the benefit of local agencies. The City may invest in this fund up to the amount permitted by the State, which is currently $75 million.  San Diego County Treasurer’s Pooled Investment Fund. This is a local government investment pool managed by the San Diego County TreasurerTax Collector’s office. The City may invest in this fund up to 30 percent of 18 November 18, 2024 Item 05

its portfolio. The fund must be rated “AA” or better by a nationally recognized rating service.
 Collateralized Certificates of Deposit. Certificates of Deposit of up to $250,000 that are insured by the Federal Deposit Insurance Corporation (FDIC). Deposits are permitted in national banks or savings and loan institutions. The deposit may not exceed the total of the paid up capital and surplus of a depository and the depository must maintain securities with a market value at least 10 percent in excess of the City’s deposit to be placed in a collateralized account.
 Government Agencies including Government National Mortgage Association (GNMA); the Federal Farm Credit Bank System (FFC); the Federal Home Loan Mortgage Corporation (FHLMC); Federal National Mortgage Association (FNMA); and other United States agency obligations with maturities of five years or less. There shall be no limit on the percentage of the portfolio invested in these instruments.  Commercial Paper ranked P1 and A1 not to exceed 270 days maturity, issued by a domestic corporation with assets in excess of $500,000,000, with an A or better rating as provided by Moody’s and Standard and Poor’s.

The portfolio exposure is limited to 25 percent and may contain no more than 10 percent from a single-issuer.
 Medium Term Corporate Notes with a maximum maturity of five years issued by corporations organized and operating within the United States.

Notes must be rated “A” or better by a nationally recognized rating service.

Corporate notes may not exceed 30 percent of the investment portfolio.  Repurchase Agreements. The City may invest in repurchase agreements with banks and primary dealers with which the City has entered into a master repurchase contract, which specifies terms and conditions of repurchase agreements and are fully collateralized by delivery to an independent third party. Eligible securities are negotiable certificates of deposit, eligible banker’s acceptances, or securities that are direct obligations of the Federal government. Reverse repurchase instruments are not permitted.
 Mutual Funds. The City may invest in Mutual Funds invested primarily in U.S. Treasury Securities.
 Supranationals: The City may invest in United States dollar denominated senior unsecured unsubordinated obligations issued or unconditionally guaranteed by the International Bank for Reconstruction and Development, International Finance Corporation, or Inter-American Development Bank.

Securities must be eligible for purchase and sale within the United States 19 November 18, 2024 Item 05

and have a minimum ration of “AA” as rated by Moody’s Investors Service, Standard and Poor’s, or Fitch Ratings. Maximum maturity is limited to five years. Maximum portfolio exposure is limited to 15 percent and singleissuer holdings to no more than five percent per issuer.

The City, under no circumstances, may borrow funds for the purpose of leverage in the purchase of securities. The purchase of derivatives, as provided for in Government Code Section 53601.6, is expressly prohibited under the terms of this Investment Policy.

XII. INTERFUND LOANS
If deemed to be in the best interest of the City, the City Council may from time to time authorize the Treasurer to make loans from one City fund to another. The fund receiving the loan proceeds must pay at least the interest rate that the fund providing the loan would have received on the funds borrowed. The City Council may direct the Treasurer to pay an interest rate greater than what the fund providing the borrowed funds would have earned had it retained the funds. The term of any such loan shall not exceed five (5) years.

XIII. MAXIMUM MATURITIES
Every effort will be made to match investment maturities to cash flow needs.

Matching maturities with cash flow dates will reduce the need to sell securities prior to maturity, thus reducing market risk. Unless matched to a specific requirement, no more than 60 percent of the portfolio may be invested with maturities greater than two and a half years. No investment may be made with a maturity greater than five years.

IXX. OVERSIGHT COMMITTEE
The City Council may establish an investment oversight committee, which will meet quarterly to review the portfolio, the investment policy, and the City’s current investment strategy. This committee will act in a review capacity. Members of the committee shall consist of the City Manager (or designee), the Assistant City Manager, and a member of the City Council as a representative. The Oversight Committee may also obtain an advisor with expertise in financial management. 20 November 18, 2024 Item 05
City of Del Mar
Agenda Report
________________________________________________________________________________________________________ City Council Action:

TO: Honorable Mayor and City Councilmembers
FROM: Nestor Machado, Management Analyst
Karen Brindley, Planning and Community Development Director Via Ashley Jones, City Manager
DATE: November 18, 2024
SUBJECT: Approval of Agreements for As-Needed Shoreline Management Services REQUESTED ACTION/RECOMMENDATION:

Staff recommends the City Council: 1) Approve consulting services agreements with Coastal Environments, Inc. (Attachment A), Dudek (Attachment B), and Moffatt & Nichol (Attachment C) to provide as-needed shoreline management services for an initial threeyear period effective November 18, 2024, through November 18, 2027; and 2) Authorize the City Manager to execute the agreements and any subsequent term extension amendments provided for under the Agreement contingent upon satisfactory performance by the consultant firm.

BACKGROUND:

The City’s Shoreline Management Program supports implementation of the City’s adopted Sea Level Rise Adaptation Plan. The Shoreline Management Program includes implementation of a potential beach nourishment project per the City’s Sand Compatibility Opportunistic Use Program (SCOUP) and implementation of the living levee conceptual plan. The City uses the services of outside consultant to support this work, who typically (not limited to) provide the following:
• Environmental assessments
• Technical studies
• Vulnerability and risk assessments
• Adaptation planning for coastal hazards
• Sediment management and monitoring
• Flood management planning along the Pacific Ocean and San Dieguito River • Monitoring and implementation of projects related to dredging with the San Dieguito Lagoon, beach sand placement, and living levee project implementation 1 November 18, 2024 Item 06
City Council Agenda Report
Agreements for As-Needed Shoreline Management Services
November 18, 2024

Page 2 of 2 ends

The City currently uses Moffat & Nichol for these services under an agreement which expired on June 30, 2024. To date, the services provided have been highly satisfactory.

DISCUSSION/ANALYSIS:

On August 29, 2024, the City issued a Request for Qualifications (RFQ 2024-07) soliciting proposals from qualified consultants to perform third-party shoreline management services. During the solicitation period, three proposals were received from Coastal Environments, Inc., Dudek, and Moffatt & Nichol.

The proposals were carefully evaluated by City staff based on experience and qualifications, and proposed fees were determined to be in line with the current market.

All three firms have experience providing similar consulting services to other agencies, and were each deemed qualified to meet the City’s existing and future needs. As such, staff are recommending that the City enter into as-needed, on-call agreements with all three firms.

The purpose of having multiple firms under on-call, as-needed agreements is to allow staff to engage one or more of the firms on a case-by-case basis depending on the nature of the work to be performed and the firm’s areas of expertise and ability to meet identified timelines for completion of the work.

FISCAL IMPACT:

There is no fiscal action to be taken by the City Council related to this agenda item.

Sufficient funds for these as-needed shoreline management services are available in the approved Fiscal Year 2024-2025 budget. Funds for these services will also be included in future fiscal year budgets for Council consideration.

ENVIRONMENTAL IMPACT:

NEXUS TO CITY COUNCIL GOALS AND PRIORITIES:

This is an operational item and is not included in the City Council’s list of Goals & Priorities. However, the services to be provided will support Council priority special projects.

ATTACHMENTS:

Attachment A – Agreement with Coastal Environments, Inc.

Attachment B – Agreement with Dudek
Attachment C – Agreement with Moffatt & Nichol
2 November 18, 2024 Item 06

PROFESSIONAL SERVICES AGREEMENT BETWEEN
THE CITY OF DEL MAR AND COASTAL ENVIRONMENTS, INC.

FOR AS-NEEDED, SHORELINE MANAGEMENT SERVICES
This Professional Services Agreement (“Agreement”) is made and entered into 18th day of November 2024 by and between the City of Del Mar, a Charter City and a municipal corporation (“City”), and Coastal Environments, Inc. (“Consultant”) (collectively “Parties”).

WHEREAS, the City desires to employ a consultant to provide as-needed shoreline management services (“Consulting Services”). Said work is to be performed in accordance with the terms and conditions set forth below and as described in the scope of services, attached hereto as Exhibit “A” and incorporated herein; and
WHEREAS, the City has initially determined that Consultant is qualified by experience and ability to perform the services desired by City, and Consultant is willing to perform such services; and
WHEREAS, Consultant will conduct all the work as described and detailed in this Agreement to be provided to the City.

NOW, THEREFORE, the Parties hereto mutually covenant and agree with each other as follows:

1. CONSULTING SERVICES.

2. DURATION OF AGREEMENT.

2.1 Term, Time for Performance. This Agreement shall be effective for a period of three (3) years beginning on November 18, 2024, and ending on November 18, 2027.

The agreement may be extended for an additional two (2) year period, upon written approval of the Parties.

Time is of the essence for this Agreement and each provision of this Agreement, unless otherwise specified in this Agreement.

Page 2 of 9 ends

extent of the delay, whereupon the Project Coordinator shall ascertain the facts and the extent of the delay and grant an extension of time for the completion of the Consulting Services when justified by the circumstances provided that no extension of time shall be granted which would extend the time for performance beyond the date specified in section 2.1 above.

Consultant shall be compensated for all effort and material expended on behalf of City under the terms of this Agreement, up to the effective date of termination. All personal property remaining in City facilities or on City property thirty (30) days after the expiration or termination of this Agreement shall be, at City’s election, considered the property of City.

4. COMPENSATION.

4.1 Total Amount. Compensation to Consultant shall be provided in accordance with the rates described in the Fee Schedule contained in Exhibit “B” and incorporated herein. Consultant may raise fees annually starting on the one-year anniversary of the Agreement in an amount not to exceed 2%. Consultant shall bill the City for work provided and shall present a written request for such payment monthly. City shall pay all invoices in arrears and shall in no event be required to pay for any services provided by Consultant in advance.

Consultant acknowledges that it is not guaranteed any particular amount of work.

5. INDEPENDENT CONTRACTOR. Consultant is, for all purposes arising out of this Agreement, an independent contractor. The Consultant has and shall retain the right to exercise full control and supervision of all persons assisting the Consultant in the performance of said services hereunder, the City only being concerned with the finished results of the work being performed. Neither Consultant nor Consultant’s employees shall in any event be entitled to any benefits to which City employees are entitled, including, but not limited to, overtime, any retirement benefits, workers’ compensation benefits, any injury leave or other leave benefits, Consultant being solely responsible for all such matters, as well as, compliance with social security and income tax withholding and all other regulations and laws governing such matters.

Attachment A 4 November 18, 2024 Item 06
Professional Services Agreement
For As-Needed Shoreline Management Services

Page 3 of 9 ends

6. STATEMENT OF EXPERIENCE. Consultant agrees that it has the financial resources, service experience, completion ability, personnel, and experience in dealing with public agencies necessary for performing the Scope of Services and that such performance shall be in accordance with the standards customarily adhered to by an experienced and competent Consultant using the degree of care and skill ordinarily exercised by reputable Consultants practicing in the same field of service in the State of California. By executing this Agreement, Consultant represents that it has demonstrated trustworthiness and possesses the quality, fitness, and capacity to perform the Agreement in a manner satisfactory to City. Additionally, Consultant and all of Consultant’s employees or agents shall secure and maintain in force such permits and licenses as are required by law in connection with the furnishing of services pursuant to this Agreement.

7. AUDIT OF RECORDS.

7.2 The Consultant shall include the City’s right to audit under this section in any and all of their subcontracts, and shall ensure that these sections are binding upon all subcontractors.

9. CONFLICTS OF INTEREST.

Page 4 of 9 ends

Consultant is subject to a conflict of interest code, if applicable. The Consultant shall also file a Form 700 (Annual Statement) on or before April 1, disclosing any financial interests held during the previous calendar year for which the Consultant was subject to a conflict of interest code.

9.3 If, in performing the Consulting Services set forth in this Agreement, the Consultant makes, or participates in, a “governmental decision” as described in Title 2, section 18701(a)(2) of the California Code of Regulations, or performs the same or substantially all the same duties for the City that would otherwise be performed by a City employee holding a position specified in the department's conflict of interest code, the Consultant shall be subject to a conflict of interest code requiring the completion of one or more statements of economic interests disclosing the Consultant’s relevant financial interests.

11. INSURANCE

11.2 Consultant’s liabilities, including but not limited to Consultant’s indemnity obligations, under this Agreement, shall not be deemed limited in any way to the insurance coverage required herein. All policies of insurance required hereunder must provide that the City is entitled to thirty (30) days prior written notice (ten (10) days for cancellation due to non-payment of premium) of cancellation or non-renewal of the policy or policies. Maintenance of specified insurance coverage is a material element of this Agreement.

11.3 Types and Amounts Required. Consultant shall maintain, at minimum, the following insurance coverage for the duration of this Agreement:

Attachment A 6 November 18, 2024 Item 06
Professional Services Agreement
For As-Needed Shoreline Management Services

Page 5 of 9 ends

The Consultant shall provide an endorsement that the insurer waives the right of subrogation against the City and its respective elected officials, officers, employees, agents and representatives.

11.5 Additional Required Provisions. The commercial general liability and automobile liability policies shall contain, or be endorsed to contain, the following provisions:

11.5.2 The policies are primary and non-contributory to any insurance that may be carried by the City, as reflected in an endorsement which shall be submitted to the City.

12. DEFENSE AND INDEMNIFICATION.

Page 6 of 9 ends

officers, agents, and employees. Consultant's indemnification obligations shall not be limited by the insurance provisions of this Agreement. The Parties expressly agree that any payment, attorney's fees, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense, or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement.

13. SUBCONTRACTORS.

13.1 The Consultant’s hiring or retaining of third parties (i.e. subcontractors) to perform services related to the Project is subject to prior approval by the City.

The Consultant shall require the subcontractor to obtain all policies described in section 11 of this Agreement in the amounts required by the City, which shall not be greater than the amounts required of the Consultant.

Attachment A 8 November 18, 2024 Item 06
Professional Services Agreement
For As-Needed Shoreline Management Services

Page 7 of 9 ends

If to City: If to Consultant:

City of Del Mar Coastal Environments, Inc.

City Clerk Attn: Hany Elwany, President
1050 Camino del Mar 2166 Avenida de la Playa, Suite E
Del Mar, CA 92014 La Jolla, CA 92037
[email protected] [email protected]
16 ASSIGNABILITY. This Agreement and any portion thereof shall not be assigned or transferred, nor shall any of the Consultant’s duties be delegated or sub-contracted, without the express written consent of the City.

Consultant hereby waives any and all rights it might have pursuant to California Code of Civil Procedure section 394.

Attachment A 9 November 18, 2024 Item 06
Professional Services Agreement
For As-Needed Shoreline Management Services

Page 8 of 9 ends

22. AMENDMENTS. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney.

24. SEVERABILITY. The unenforceability, invalidity, or illegality of any provision of this Agreement shall not render any other provision unenforceable, invalid, or illegal.

26. LEGAL FEES. In the event of the bringing of any action or suit by either party hereto against the other party hereunder to enforce or interpret any of the provisions, covenants or conditions of this Agreement, or arising out of any tortious conduct by either party incident to this Agreement, the prevailing party in such action or suit shall be entitled to recover all costs and expenses of suit, including reasonable attorneys' fees. In any action or suit brought to enforce this Agreement, the damages available shall be limited to specific performance or other such equitable relief that the court may order.

28. EXHIBITS INCORPORATED. All Exhibits referenced in this Agreement are incorporated into the Agreement by this reference.

Attachment A 10 November 18, 2024 Item 06
Professional Services Agreement
For As-Needed Shoreline Management Services

Page 9 of 9 ends

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement the day and year first hereinabove written.

CITY OF DEL MAR,
a municipal corporation
By: ____________________________
Ashley Jones, City Manager
COASTAL ENVIRONMENTS, INC.

By: _______________________
Hany Elwany, President
ATTEST:
________________________________
Sarah Krietor, Administrative Services
Manager/City Clerk
APPROVED AS TO FORM:
_______________________________
Leslie E. Devaney, City Attorney
Attachment A 11 November 18, 2024 Item 06
EXHIBIT “A”

SCOPE OF SERVICES
The Scope of Services is comprised of but not limited to:

1. Provide coastal engineering expertise, including ocean and river hydrology and geology studies.

2. Provide vulnerability assessment and adaptation planning for coastal hazards.

3. Manage shoreline monitoring (i.e., beach sand quality, beach profiles, turbidity, grunion).

4. Provide sediment management.

5. Organize and administer dredging within the ocean and/or lagoon for beach sand placement.

6. Organize monitoring and implementation of Sand Compatibility Opportunistic Use Program (SCOUP) plans and beach nourishment projects.

7. Manage implementation of flood management strategies (i.e., along ocean and/or river).

8. Provide assessment of habitat migration and rewilding opportunities per Senate Bill 1425.

9. Organize and administer technical studies related to sea level rise, coastal engineering or hydrology/geology.

10. Provide professional surveyor expertise for preparation of mean high tide line survey.

11. Grant writing and/or preparation of a financing plan to acquire project funding.

12. Prepares CEQA and NEPA pre-and post- Environmental Impact Report (EIR) documentation including Notices of Preparation, Notices of Determination, Requests for Proposal, Requests for Qualifications, Scopes of Work, and related documentation.

13. Manage the preparation of environmental documents such as biological assessment and sensitive habitat surveys.

14. Obtain Permits from State and Federal Resource Agencies (i.e., United States Army Corps of Engineers, California Coastal Commission, State Lands Commission, Regional Water Quality Control Board, California Department of Fish and Wildlife)
Attachment A 12 November 18, 2024 Item 06
EXHIBIT "B"

FEE SCHEDULE
Statement of Qualifications for On-Call Shoreline Management Services City of Del Mar, RFQ No. 2024-07

7. Cost and Fee Structure
The CE team fee schedules are provided below for all applicable services, including all anticipated reimbursement costs.

Fee Schedule
Coastal Environments, Inc.
(2024)
Title Rate ($)
Oceanographer and Coastal Engineer, Class A 230
Oceanographer, Class A 220
Oceanographer, Class B 180
Oceanographer, Class C 150
Senior Engineer 225
Engineer, Class A 200
Engineer, Class B 160
Engineer, Class C 95
Senior Engineer and Marine Geologist 225
Geologist, Class A 175
Geologist, Class B 130
Geologist, Class C 90
Senior Wetland Biologist 225
Marine Biologist, Class A 150
Marine Biologist, Class B 125
Marine Biologist, Class C 95
Statistician 95
Field Manager 225
Marine Surveyor, Class A 200
Marine Surveyor, Class B 160
Marine Surveyor, Class C 95
Computer Programmer 95
Senior Environmental Specialist 275
Environmental Specialist Class A 210
Environmental Specialist Class A 160
Project Scientist 160
Assistant/Technician 95
Editor/Reviewer/Illustrator 70
Word Processor/Administration 70
Reimbursements:

Mileage
Copies (B&W)
Copies (Color)
Instrumentation & Equipment Rental
IRS mileage rate
$0.02/copy
$0.08/copy
TBD
CE Reference No. P24-12 20 COASTAL ENVIRONMENTS
Attachment A 13 November 18, 2024 Item 06

PROFESSIONAL SERVICES AGREEMENT BETWEEN

THE CITY OF DEL MAR AND DUDEK

FOR AS-NEEDED, SHORELINE MANAGEMENT SERVICES
This Professional Services Agreement (“Agreement”) is made and entered into 18th day of November 2024 by and between the City of Del Mar, a Charter City and a municipal corporation (“City”), and Dudek (“Consultant”) (collectively “Parties”).

NOW, THEREFORE, the Parties hereto mutually covenant and agree with each other as follows:

1. CONSULTING SERVICES.

2. DURATION OF AGREEMENT.

2.1 Term, Time for Performance. This Agreement shall be effective for a period of three (3) years beginning on November 18, 2024, and ending on November 18, 2027.

The agreement may be extended for an additional two (2) year period, upon written approval of both parties.

Time is of the essence for this Agreement and each provision of this Agreement, unless otherwise specified in this Agreement.

Page 2 of 9 ends

4. COMPENSATION.

4.1 Total Amount. Compensation to Consultant shall be provided in accordance with the rates described in the Fee Schedule contained in Exhibit “B” and incorporated herein. Starting in Fiscal Year 2025-26, and each fiscal year thereafter for the duration of the Agreement, rates may be increased in accordance with the Consumer Price Index (CPI) or by 3%, whichever is lower. Consultant shall bill the City for work provided and shall present a written request for such payment monthly. City shall pay Consultant within 30 days of invoice receipt. City shall pay all invoices in arrears and shall in no event be required to pay for any services provided by Consultant in advance. Consultant acknowledges that it is not guaranteed any particular amount of work.

5. INDEPENDENT CONTRACTOR. Consultant is, for all purposes arising out of this Agreement, an independent contractor. The Consultant has and shall retain the right to exercise full control and supervision of all persons assisting the Consultant in the performance of said services hereunder, the City only being concerned with the finished results of the work being performed. Neither Consultant nor Consultant’s employees shall in any event be entitled to any benefits to which City employees are entitled, including, but not limited to, overtime, any retirement benefits, workers’ compensation benefits, any injury leave or other leave benefits, Attachment B 15 November 18, 2024 Item 06
Professional Services Agreement
For As-Needed Shoreline Management Services

Page 3 of 9 ends

Consultant being solely responsible for all such matters, as well as, compliance with social security and income tax withholding and all other regulations and laws governing such matters.

7. AUDIT OF RECORDS.

7.2 The Consultant shall include the City’s right to audit under this section in any and all of their subcontracts, and shall ensure that these sections are binding upon all subcontractors.

9. CONFLICTS OF INTEREST.

9.2 Consultant shall comply with all of the reporting requirements of the Political Reform Act. The Consultant shall file a Fair Political Practices Commission Form 700 Attachment B 16 November 18, 2024 Item 06
Professional Services Agreement
For As-Needed Shoreline Management Services

Page 4 of 9 ends

(Assuming Office Statement) within thirty (30) calendar days of the City’s determination that the Consultant is subject to a conflict of interest code, if applicable. The Consultant shall also file a Form 700 (Annual Statement) on or before April 1, disclosing any financial interests held during the previous calendar year for which the Consultant was subject to a conflict of interest code.

11. INSURANCE

11.2 Consultant’s liabilities, including but not limited to Consultant’s indemnity obligations, under this Agreement, shall not be deemed limited in any way to the insurance coverage required herein. All policies of insurance required hereunder must provide that the City is entitled to thirty (30) days prior written notice (ten (10) days for cancellation due to non-payment of premium) of cancellation or non-renewal of the policy or policies. Maintenance of specified insurance coverage is a material element of this Agreement.

11.3 Types and Amounts Required. Consultant shall maintain, at minimum, the following insurance coverage for the duration of this Agreement:

11.3.2 Commercial Automobile Liability. For all of the Consultant's automobiles including owned, hired and non-owned automobiles, automobile insurance written on an ISO form CA 00 01 12 90 or a later version of this form or an equivalent form providing coverage at least as broad for bodily injury and property damage for a combined single limit of Attachment B 17 November 18, 2024 Item 06
Professional Services Agreement
For As-Needed Shoreline Management Services

Page 5 of 9 ends

$300,000 per occurrence. Insurance certificate shall reflect coverage for any automobile (any auto).

The Consultant shall provide an endorsement that the insurer waives the right of subrogation against the City and its respective elected officials, officers, employees, agents and representatives.

11.5 Additional Required Provisions. The commercial general liability and automobile liability policies shall contain, or be endorsed to contain, the following provisions:

11.5.2 The policies are primary and non-contributory to any insurance that may be carried by the City, as reflected in an endorsement which shall be submitted to the City.

12. DEFENSE AND INDEMNIFICATION.

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under this Agreement. Consultant’s duty to indemnify under this section shall not include liability for damages for death or bodily injury to persons, injury to property, or other loss, damage or expense arising from the sole negligence or willful misconduct by the City or its elected officials, officers, agents, and employees. Consultant's indemnification obligations shall not be limited by the insurance provisions of this Agreement. The Parties expressly agree that any payment, attorney's fees, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense, or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement.

13. SUBCONTRACTORS.

13.1 The Consultant’s hiring or retaining of third parties (i.e. subcontractors) to perform services related to the Project is subject to prior approval by the City.

14. NON-DISCRIMINATION. Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, ancestry, physical or mental disability, medical condition, genetic information, marital status, military or veteran status, gender, gender identity, gender expression, sexual orientation, or any other class protected under state, federal, or local law. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to any class or category protected under state, federal, or local law and shall make reasonable accommodation to qualified individuals with disabilities. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, transfer, recruitment, or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for Attachment B 19 November 18, 2024 Item 06
Professional Services Agreement
For As-Needed Shoreline Management Services

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training, including apprenticeship. Consultant agrees to post in conspicuous places available to employees and applicants for employment any notices provided by City setting forth the provisions of this non-discrimination clause.

If to City: If to Consultant:

City of Del Mar Dudek
City Clerk Attn: Sarah Richmond, Project Manager
1050 Camino del Mar 605 Third St.

Del Mar, CA 92014 Encinitas, CA 92024
[email protected] [email protected]
16 ASSIGNABILITY. This Agreement and any portion thereof shall not be assigned or transferred, nor shall any of the Consultant’s duties be delegated or sub-contracted, without the express written consent of the City.

Consultant hereby waives any and all rights it might have pursuant to California Code of Civil Procedure section 394.

To the extent Consultant is required to comply with prevailing wage requirements, Consultant does hereby acknowledge that they are aware of, have read, and understand the terms and implications of SB 854 and Consultant and any subconsultants ensure that they are familiar with and comply with its requirements. Such requirements include, but are not limited to, the registration requirement with the Department of Industrial Relations, State of California (DIR), pursuant to Labor Code section 1725.5. As of March 1, 2015, in compliance with SB 854, the City requires all affected contractors and consultants to be registered with the DIR prior to submitting a bid or proposal on any eligible District project. As of April 1, 2015, failure to comply with the requirements of SB 854 by any contractor or consultant, including registration with the DIR pursuant to Labor Code section 1725.5, shall be a material breach of this Agreement which Attachment B 20 November 18, 2024 Item 06
Professional Services Agreement
For As-Needed Shoreline Management Services

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may be terminated by the City in its sole and absolute discretion. Where applicable, this project is subject to compliance monitoring and enforcement by the DIR.

22. AMENDMENTS. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney.

24. SEVERABILITY. The unenforceability, invalidity, or illegality of any provision of this Agreement shall not render any other provision unenforceable, invalid, or illegal.

26. LEGAL FEES. In the event of the bringing of any action or suit by either party hereto against the other party hereunder to enforce or interpret any of the provisions, covenants or conditions of this Agreement, or arising out of any tortious conduct by either party incident to this Agreement, the prevailing party in such action or suit shall be entitled to recover all costs and expenses of suit, including reasonable attorneys' fees. In any action or suit brought to enforce this Agreement, the damages available shall be limited to specific performance or other such equitable relief that the court may order.

Attachment B 21 November 18, 2024 Item 06
Professional Services Agreement
For As-Needed Shoreline Management Services

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28. EXHIBITS INCORPORATED. All Exhibits referenced in this Agreement are incorporated into the Agreement by this reference.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement the day and year first hereinabove written.

CITY OF DEL MAR,
a municipal corporation
By: ____________________________
Ashley Jones, City Manager
DUDEK
By: _____________________________
Joseph Monaco, President and CEO
ATTEST:
________________________________
Sarah Krietor, Administrative Services
Manager/City Clerk
APPROVED AS TO FORM:
_______________________________
Leslie E. Devaney, City Attorney
Attachment B 22 November 18, 2024 Item 06
EXHIBIT “A”