Seal Beach City Council
January 24, 2022

ENVIRONMENTAL IMPACT:

This item is not subject to the California Environmental Quality Act (“CEQA”) pursuant to Section 15061(b)(3) of the state CEQA Guidelines because it can be seen with certainty that approval of Amendment No. 2 to the Professional Services Agreement with Interwest Consulting Group, Inc. will not have a significant effect on the environment.

LEGAL ANALYSIS:

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

FINANCIAL IMPACT:

The initial Interwest PSA was approved with a total not-to-exceed compensation of $36,500, for a term of one year. Amendment No. 1 increased the not-to-exceed compensation by an additional $64,750 for a total PSA not-to-exceed compensation of $101,250 for the same term. Amendment No. 2 increases the PSA not-to-exceed compensation by an additional $72,150 for a total PSA not-toexceed compensation of $173,400 for the same term. Funding for this item is available in the Adopted FY 2021-22 budget.

STRATEGIC PLAN:

This item is not applicable to the Strategic Plan.

MEASURE BB:

This item is not applicable to Measure BB, the Seal Beach Neighborhood and Essential Services Protection Measure.

RECOMMENDATION:

That the City Council adopt Resolution 7248:

1. Approving Amendment No. 2 to the Professional Services Agreement with Interwest Consulting Group, Inc. to provide temporary staffing assistance in Public Works/Maintenance Services & Utilities; and,

2. Authorizing and directing the City Manager to execute Amendment No. 2.

SUBMITTED BY: NOTED AND APPROVED:

Steve Myrter Jill R. Ingram
Steve Myrter, P.E., Director of
Public Works
Jill R. Ingram, City Manager
ATTACHMENTS:

A. Resolution 7248
B. Agreement with Interwest Consulting Group, Inc. dated August 21, 2021 C. Amendment No. 1 with Interwest Consulting Group, Inc.

D. Amendment No. 2 with Interwest Consulting Group, Inc.

RESOLUTION 7248

A RESOLUTION OF THE SEAL BEACH CITY COUNCIL

APPROVING AND AUTHORIZING THE CITY MANAGER TO
EXECUTE AMENDMENT NO. 2 TO THE PROFESSIONAL

SERVICES AGREEMENT WITH INTERWEST
CONSULTING GROUP, INC. TO PROVIDE TEMPORARY

STAFFING ASSISTANCE
WHEREAS, on August 21,2021, Staff executed a Professional Services Agreement with Interwest Consulting Group to provide temporary management staffing assistance in the Public Works Department’s maintenance and utility divisions for a total contract amount of $36,500, and,
WHEREAS, on October 25, 2021, the City Council approved Amendment No. 1 to Professional Services Agreement between the City of Seal Beach and Interwest Consulting Group to increase the compensation by $64,750.

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

SECTION 1. The City Council hereby approves Amendment No. 2 dated January 24, 2022, to the Agreement dated August 21, 2021, as previously amended by Amendment No. 1 dated October 25, 2021, between the City of Seal Beach and Interwest Consulting Group, to increase the consultant’s compensation by $72,150 for a revised total compensation in the notto-exceed amount of $173,400 for the same term, attached hereto as Exhibit “A” and incorporated herein by this reference.

SECTION 2. The City Council hereby authorizes and directs the City Manager to execute Amendment No. 2.

PASSED, APPROVED and ADOPTED by the Seal Beach City Council at a regular meeting held on the 24th day of January, 2022 by the following vote:

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

Joe Kalmick, Mayor
ATTEST:

Gloria D. Harper, City Clerk
STATE OF CALIFORNIA }
COUNTY OF ORANGE } SS
CITY OF SEAL BEACH }
I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7248 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 24th day of January, 2022.

Gloria D. Harper, City Clerk

PROFESSIONAL SERVICES AGREEMENT
for
Staffing Assistance Services
between
City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
0 Interwest Consulting Group, Inc.
1 Jenner, Suite 160
Irvine, CA 91741
714) 899-9039
This Professional Service Agreement (" the Agreement') is made as of August 21, 2021 the " Effective Date"), by and between Interwest Consulting Group, Inc. (" Consultant'), a Colorado corporation, and the City of Seal Beach (" City"), a California charter city, collectively, " the Parties").

RECITALS
A. City desires certain professional staff assistance services.

B. Pursuant to the authority provided by its City Charter and Seal Beach Municipal Code § 3. 20. 025( C), City desires to retain Consultant as an independent contractor to provide staffing assistance services to support the Public Works Department.

C. Consultant represents that the principal members of its firm are qualified professional engineers and are fully qualified to perform the professional services contemplated by this Agreement by virtue of its experience, and the training, education and expertise of its principals and employees.

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

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

AGREEMENT

1. 0 Scope of Services

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

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

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

1. 4. As a material inducement to City to enter into this Agreement, Consultant hereby represents that it has the experience necessary to undertake the Services to be provided. In light of such status and experience, Consultant hereby covenants that it shall follow the customary professional standards in performing all Services. The City relies upon the skill of Consultant, and Consultant' s staff, if any, to do and perform the Services in 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 2of19
and all applicable professional standards of care. The acceptance of Consultant' s work by the City shall not operate as a release of Consultant from such standard of care and workmanship.

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

2. 0 Term

2. 1. The term of this Agreement shall commence on August 21, 2021 and shall remain in full force and effect until August 21, 2022, unless sooner terminated as provided in Section 5. 0 of this Agreement.

3.0 Consultant' s Compensation

3. 1. City will pay Consultant in accordance with the hourly rates shown on the fee schedule set forth in Exhibit A for the Services but in no event will the City pay more than the total not -to -exceed amount of $ 36,500 ( Thirty Six Thousand Five Hundred and 001100 dollars) for the Term.

4. 0 Method of Payment

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

4. 2. Upon 24- hour notice from City, Consultant shall allow City or City' s agents or representatives to inspect at Consultant' s offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement. City' s rights under this Section 4. 2 shall survive for three ( 3) years following the termination of this Agreement.
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5. 0 Termination

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

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

6. 0 Party Representatives

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

6. 2. Jim Ross is the Consultant' s primary representative for purposes of this Agreement. Jim Ross 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
To Consultant: Interwest Consulting Group, Inc.
1 Jenner, Suite 160
Irvine, CA 91741
Attn: Paul Meschino

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

8. 0 Permits and Licenses
Consultant and all of Consultant's employees and other personnel shall obtain and maintain during the Agreement term all necessary licenses, permits and 4 of 19
certificates required by law for the provision of the Services under this Agreement, including a business license as required by the Seal Beach Municipal Code.

9. 0 Independent Contractor

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

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

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

Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, State, or federal policy, rule, regulation, statute or ordinance to the contrary, Consultant and any of its officers, employees, agents, and 5 of 19
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 indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and 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 indemnifications and obligations under this Section shall survive the expiration or termination of this Agreement.

10. 0 PERS Compliance and Indemnification

10. 1. General Requirements. The Parties acknowledge that City is a local agency member of PERS, and as such has certain pension reporting and contribution obligations to PERS on behalf of qualifying employees. Consultant agrees that, in providing its employees and any other personnel to City to perform any work or other Services under this Agreement, Consultant shall assure compliance with the Public Employees' Retirement Law (" PERL"), commencing at Government Code § 20000, as amended by the Public Employees' Pension Reform Act of 2013 (" PEPRA"),. and the regulations of PERS. 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. Consultant shall defend ( with legal counsel approved by City, whose approval shall not be unreasonably withheld), indemnify and hold harmless City, and its City and its elected officials, officers, employees, servants, designated volunteers, and 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 6of19
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 indemnification and obligations under this Section shall survive the expiration or termination of this Agreement.

11. 0 Confidentiality

11. 1. Consultant covenants that all data, reports, documents, surveys, studies, drawings, plans, maps, models, photographs, images, video files, media, discussion, or other information ( collectively " Data & Documents") developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. Consultant, its officers, employees, agents, or subcontractors shall not without written authorization from the City Manager or unless requested in writing by the City Attomey, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the Services performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered " voluntary," provided Consultant gives City notice of such court order or subpoena.

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

11. 3. Consultant' s covenants under this Section shall survive the termination or expiration of this Agreement.

12. 0 Ownership of Documents and Work Product

12. 1. All Data & Documents shall be and remain the property of City without restriction or limitation upon its use, duplication or dissemination by City.

All Data & Documents shall be considered "works made for hire," and all Data & Documents 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, 7 of 19
duplication or dissemination by City. Consultant shall not obtain or attempt to obtain copyright protection as to any Data & Documents.

12. 2. Consultant hereby assigns to City all ownership and any and all intellectual property rights to the Data & Documents that are not otherwise vested in City pursuant to the paragraph directly above this one.

12. 3. Consultant warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the Services and the production of all Written Products produced under this Agreement, and that City has full legal title to and the right to reproduce the Data & Documents. Consultant shall defend, indemnify and hold City, and its elected officials, officers, employees, servants, attorneys, designated volunteers, and 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 Data & Documents is violating 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 Data & Documents produced under this Agreement. In the event the use of any of the Written Products or other deliverables hereunder by City is held to constitute an infringement and the use of any of the same is enjoined, Consultant, at its expense, shall: ( 1) secure for City the right to continue using the Data & Documents and other deliverables by suspension of any injunction, or by procuring a license or licenses for City; or (2) modify the Data & Documents and other deliverables so that they become non - infringing while remaining in compliance with the requirements of this Agreement.

These covenants shall survive the expiration and/or termination of this Agreement.

12. 4. Upon expiration or termination of the Agreement, Consultant shall deliver to City all Data & Documents and other deliverables related to any Services performed pursuant to this Agreement without additional cost or expense to City. If Consultant prepares a document on a computer, Consultant shall provide City with said document both in a printed format and in an electronic format that is acceptable to City.

13. 0 Subcontractors
No portion of this Agreement shall be subcontracted without the prior written approval of the City. Consultant is fully responsible to City for the performance of any and all subcontractors.
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14. 0 Prohibition Against Assignment or Delegation
Consultant shall not assign any of its rights or delegate any of its duties under this Agreement, either in whole or in part, without City's prior written consent. Any purported assignment or delegation in violation of this Section shall be void and without effect, and shall entitle City to terminate this Agreement. As used in this Section, " assignment" and " delegation" means any sale, gift, pledge, hypothecation, encumbrance or other transfer of all or any portion of the rights, obligations, or liabilities in or arising from this Agreement to any person or entity, whether by operation of law or otherwise, and regardless of the legal form of the transaction in which the attempted transfer occurs.

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

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

Consultant shall maintain the work sites free of hazards to persons and property resulting from its operations. Consultant shall immediately report to the City any hazardous condition noted by Contractor.
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17. 0 Insurance

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

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

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

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

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

17.2.4. Professional Liability ( or Errors and Omissions) Liability. , within minimum limits of $ 1, 000, 000 per claim/ aggregate. If a " claims made" policy is provided, then the policy shall be endorsed to provide an extended reporting period of not less than three years.

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

17. 4. Additional Insured.
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17.4. 1. For general liability insurance, City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents acting 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, City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials, shall be 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: ( 1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to City; 2) 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, designated volunteers, and those City agents serving as independent contractors in the role of City officials;

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

17. 7. Separation of Insureds. All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials. 11 of 19

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

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

17. 10. 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. 11. Evidence of Insurance. Prior to the performance of Services under this Agreement, Consultant shall furnish City with original certificates of insurance and all original endorsements evidencing and effecting the coverages required under this Section on forms satisfactory to and approved by City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by City if requested. Consultant may provide complete, certified copies of all required insurance policies to City. Consultant shall maintain current endorsements on file with City' s Risk Manager. All certificates and endorsements shall be received and approved by the City before work commences. City 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. 12. Indemnity Requirements Not Limiting. Procurement of insurance by Consultant shall not be construed as a limitation of Consultant' s liability or as full performance of Consultant' s duty to indemnify City under Section 18. 0. 12 of 19

17. 13. Broader Coverage/ Higher Limits. 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. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.

17. 14. Subcontractor Insurance Requirements. Consultant shall require each of its subcontractors that perform Services under this Agreement to maintain insurance coverage that meets all of the requirements of this Section.

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

18. 1. Indemnity for Design Professional Services. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, indemnify and hold harmless City and its elected and appointed officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials collectively " Indemnitees" in this Section 18. 4), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, bid protests, stop notices, liens, and losses of any nature whatsoever, including but not limited to fees of attorneys, accountants and other professionals and all costs associated therewith, and reimbursement of attorneys' fees and costs of defense ( collectively " Claims"), in law or in equity, whether actual, alleged or threatened, which arise out of, pertain to, or relate to, in whole or in part, the negligence, recklessness or willful misconduct of Consultant, its officers, directors, agents, servants, employees, subcontractors, contractors or their officers, directors, agents, servants or employees ( or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of design professional services under this Agreement by a " design professional," as the term is defined under California Civil Code § 2782.8( c).

Notwithstanding the foregoing and as required by Civil Code § 2782.8( a), in no event shall the cost to defend the Indemnitees that is charged to Consultant exceed Consultant's proportionate percentage of fault.

18. 2. Other Indemnities.

18.2. 1. Other than in the performance of design professional services and to the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, defend, hold harmless and indemnify the Indemnitees from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, bid protests, stop notices, liens and losses of any nature whatsoever, including but not limited to fees of accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all consequential damages ( collectively Liabilities"), in law or equity, whether actual, alleged or threatened, which arise out of, pertain to, or relate to the acts or omissions of Consultant, its officers, 13 of 19
agents, servants, employees, subcontractors, materialmen, suppliers, or contractors, or their officers, agents, servants or employees ( or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Liabilities with counsel of the Indemnitees' choice, and shall pay all costs and expenses, including all attorneys' fees and experts' costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith.

18. 2. 3. Consultant shall indemnify and hold harmless City in accordance with Sections 9.0 and 10. 0.

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

18.4. 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 officers, officials, agents, employees, designated volunteers and those City agents serving as independent contractors in the role of City officials.

18. 5. Insurance Requirements Not Limiting. City does not, and shall not, waive any rights that it may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. The indemnities and obligations in this Section shall apply regardless of whether or not any insurance policies are 14 of 19
determined to be applicable to the Claims or Liabilities asserted against City or any of the other Indemnitees.

18. 6. Survival of Terms. Consultant' s indemnifications and obligations under this Section 18.0 shall survive the expiration or termination of this Agreement.

19. 0 Non -Discrimination Equal Employment Opportunity
Consultant affirmatively represents that it is an equal opportunity employer. In the performance of this Agreement, Consultant shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, gender, sexual orientation, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, or any other basis prohibited by law. Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation, or any other basis prohibited by law.

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

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

22. 0 Entire Agreement
This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both Parties.
15 of 19

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

24. 0 Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Any dispute that arises under or relates to this Agreement ( whether contract, tort or both) shall be resolved in a superior court with geographic jurisdiction over the City of Seal Beach.

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

26. 0 Waiver
No delay or omission to exercise any right, power or remedy accruing to City under this Agreement shall impair any right, power or remedy of City, nor shall it be construed as a waiver of, or consent to, any breach or default. No waiver of any breach, any failure of a condition, or any right or remedy under this Agreement shall be ( 1) effective unless it is in writing and signed by the Party making the waiver, ( 2) deemed to be a waiver of, or consent to, any other breach, failure of a condition, or right or remedy, or ( 3) deemed to constitute a continuing waiver unless the writing expressly so states.

27. 0 Prohibited Interests; Conflict of Interest

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

Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant " financially interested" ( as provided in California Government Code §§ 1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 16 of 19

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

27.3. 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.

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

29. 0 Corrections
In addition to the indemnification obligations set forth above, Consultant shall correct, at its expense, all errors in the work which may be disclosed during City' s review of Consultant' s report or plans. Should Consultant fail to make such correction in a reasonably timely manner, such correction may be made by City, and the cost thereof shall be charged to Consultant. In addition to all other available remedies, City may deduct the cost of such correction from any retention amount held by City or may withhold payment otherwise owed Consultant under this Agreement up to the amount of the cost of correction. 17 of 19

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

31. 0 Mutual Cooperation

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

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

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

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

34.0 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.

35. 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 18 of 19
by his or her execution, the Consultant is formally bound to the provisions of this Agreement.

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

CITY OF SEAL BEAC CONSULTANT: Interwest Consulting
Group, Inc., a Colorado corporation
By: By:,
Steve Kyrt4r, Name: Avner Alkhas
Director of Public Works Its: Chief Financial Officer
Attest:

By.

Gloria D. Harper, City Clerk
Approved as to Form:

By:
raig A. Steele, City Attorney
By.

Name: Paul Meschino
Its: Vice President of Operations
Please note, two signatures required
for corporations pursuant to California
Corporations Code Section 393 from
each of the following categories: ( i) the
chairperson of the board, the president
or any vice president, and ( ii) the
secretary, any assistant secretary, the
chief financial officer or any assistant
treasurer of such corporation.)
19 of 19
Consultant' s Proposal
August 16, 2021
Steve Myrter, P. E.

Public Works Director
City of Seal Beach
211 Eighth Street
Seal Beach, CA 90740
RE: Quote for Staff Assistance Services
Dear Mr. Myrter,

INTERWEST
rw
A SAFEbuilt COMPANY
We are pleased to present this quote for Staff Assistance Services for the City of Seal Beach to support the City' s water, sewer, beach, fleet streets and buildings operations. We understand that the work will be to fill an immediate need; however, should you desire additional support, we would be happy to assist on a more permanent basis.

To provide these services, we propose Thom Coughran, PE, at an hourly rate of $ 185. Thom has more than 35 years of experience in civil engineering design & project management and public works management, with a specialization in water services, transportation, and distribution. He is a licensed engineer in the states of California and Arizona and a member of the American Water Works Association ( AWWA). He retired as the Director of Public Works for the City of La Habra and has since come to work as a consultant. His solid network of colleagues has grown with his experience within the engineering divisions of several other cities and districts in the surrounding area, including his position as Water Resources Manager for the City of Santa Ana, Water Systems Manager for the City of Fullerton, Principal Water Engineer for the City of Anaheim, and District Engineer for the Mesa Consolidated Water District.

FEESCHEDULE
Below we have provided a breakdown of the anticipated hours and hourly rate.

CLASSIFICATION HOURLY RATE ANTICIPATED HOURS
Thom Coughran, PE
Staff Assistance Services $
185. 00 25 hours per week
We appreciate the opportunity to continue serving the City of Seal Beach. Should you have any questions, please do not hesitate to contact me or Elizabeth O' Neil at eoneil@interwesterp. com / 310. 500. 5830, or Jim Ross at iross@interwestgrp. com / 714. 742. 1551.

Sincerely, Paul Meschino
Vice President of Operations
pmeschino@interwestgrp. com
I N T E R X111 E S T 1 1 Jenner, Suite 160, Irvine, CA 91741 Thomas Coughran, PE
Thom has more than 35 years of experience in civil engineering design & project management and public works management, with a specialization in water services, transportation, and distribution. He is a licensed engineer in the states of California and Arizona and a member of the American Water Works Association AWWA). He retired as the, Director of Public Works forthe City of La Habra and has since come to work as a consultant. His solid network of colleagues has grown with his experience within the engineering divisions of several other cities and districts in the surrounding area, including his position as Water Resources Manager for the City of Santa Ana, Water Systems Manager for the City of Fullerton, Principal Water Engineer for the City of Anaheim, and District Engineer for the Mesa Consolidated Water District.

PROFESSIONAL HISTORY
As a Senior Project Manager, Thom has served many jurisdictions in many roles including the City of Yorba Linda, the City of Newport Beach and The City of Costa Mesa.

As the Interim Public Works Director for the City of Yorba Linda, Thom directed and participated in the development and implementation of the department goals with oversite of developers projects submitted for approval for compliance to City requirements. Director departments annual budget and evaluated current programs with recommendations to City Council for projects, maintenance programs and residential services. Prepared contract proposals for design and construct projects, facilitate community input as related to current programs/ services.

Thom served the City of Newport Beach as the Interim Director of Utilities. His duties included directing and managing the activities for the water and sewer utilities section including CIP design, construction implementation, operations and maintenance of infrastructure, contract documentation for compliance with local and state regulations and coordination with other City departments and outside agencies. Thom also served as the Interim Deputy for the Public Works Municipal Operations division. Thom managed, organized and directed staff for overall maintenance, operations and services. His oversite included street, facilities, landscaping, trees, refuse coordination, storm drain maintenance and address tidal valve. He assisted with developing, planning and implementing procedures for work programs coordinating with outside agencies.

Thom has also recently served the City of Costa Mesa providing Interim Maintenance Manager Services in the areas of building maintenance, park maintenance, and street rehabilitation. He attended all Parks and Rec Commission meetings and prepared various reports.

BS, Civil Engineering,
California State University,
Long Beach, 1984
CA Registered Civil Engineer
50092
AZ Registered Civil Engineer
26082
CA, Contractor License " A" &
B", Inactive
CA Distribution Operator
Certification, Grade 5
American Water Works
Association, Member
Metropolitan Water District,
Emeritus Director, 1997 -
2005
A- 21 Committee Rep. with
D. I. Foundation Research
1995- 2012
California Municipal Utilities
Association, Board of
Governors, 1999 - 2002

THOMAS COUGHRAN, PE - CA REGISTERED PROFESSIONAL ENGINEER He has administered several CIP projects including the replacement of the main electrical panels in the Costa Mesa Community Center. Thom oversaw safety street lighting replacement, the replacement of two pedestrian park bridges and two park shelters, emergency generators for essential facilities, and graffiti removal. Thom also oversaw activities for street pothole repairs, replacement of street signs, sidewalk grading and replacement, and development projects related to public works such as street, park, and median projects.

Thom directed, managed, and oversaw activities and operations for PW and Utilities sections including: capital improvements for public works and water/ sewer project design; operations and maintenance of water/ sewer infrastructure; construction implementation, inspections, cost estimates and contract documentations for compliance with local, state regulations; coordination with other City departments and outside agencies to satisfy requirements; and local ground water basin development. He oversaw and managed maintenance contracts for street lighting, street sweeping, trash, parks, and trees. He also provided assistance to the City Manager for difficult and sensitive inquiries for Council, and he advised & participated on a variety of boards, commissions, special interest groups and outside governmental agencies.

Thom was responsible for directing and participating in the development and implementation of department goals, policies, and for ensuring compliance. He reviewed policies and work of outside service providers and contractors as they related to public works programs and programs that included: enhancements to the water and sewersystem operations/ maintenance, drilling two new water wells with pump stations, and maintenance programs for streets and parks. He directed the department' s annual budget, and selected, trained and evaluated the performance of professional, technical and supportstaff. He also evaluated current programswith recommendations to City Council for new construction projects, acquisition of water property rights, maintenance programs, and residential services; prepared contract proposals that included emergency contacts, design/ build projects, facilitate community input as it related to current and proposed programs/ services, and evaluated the availability and cost effectiveness of outside service providers. Thom worked with other department directors, and City Manager to plan, organize and implement programs affecting areas of responsibilities and matters of concern.

La Bonita Pump Station - Project included; five booster pumps for 11. 5 MGD, buried 250, 000 gallon blending reservoir, 750 kw emergency generator, SCADA controls and chlorination system. Budget was $8.4m.

La Bonita Transmission Water Main - 10, 500 lineal feet of 24 -inch CML& C steel pipe including bore/ jack trenchless technology under a railroad crossing, including traffic control and relocation of existing facilities.

Budget was $ 1. 6m.

Citywide Water Main Replacement Program - project included multiple locations within the City limits to upgrade 6- inh through 12 -inch water mains, which includes new water services, fire hydrants, and PRV stations.

Design included various street redesign/ construction locations. Budget was $8m over two years.

Portola Park Water Well - Design/ build a third water well to a depth of 1, 000 feet including a 150 -hp electric motor and 2,500 lineal feet of 12 -inch PVC C- 900 pipeline into the La Bonita Pump Station with a 1, 100 GPM capacity, including SCADA connections into City' s system for fully automatic operations. Budget was $ 1. 8m.

La Bonita Water Well - Drilled the City's second water well, equipped with vertical pump with 850 -GPM capacity and 150 -hp electric motor, 1, 200 lineal feet of 8 -inch PVC -C900 discharged into La Bonita Pump Station' s blending reservoir, along with pumping facility to an existing storm drain line, with instrumentation to operate including hydraulic controlled by cla- valve and connected to City' s existing SACAD system. Budget cost was

1. 6m.

THOMAS COUGHRAN, PE - CA REGISTERED PROFESSIONAL ENGINEER Thom provided skilled leadership developing and implementing department goals and objectives; preparing and managing annual budget; implementing effective field maintenance/ system operation activities; executing a safety program and enhancing coordination between professional and field personnel; and overseeing CIP for the City' s infrastructure with emergency/ security preparation. Thom developed a sewer enterprise ($ 3-4 million) forthe City' s sewer infrastructure operations/ improvements and ensured compliance with sewer Waste Discharge requirements.

He developed and managed long-range planning for adequate water supplies including three new water wells. He also developed a staff succession plan and additional revenue sources ($ 300k/ yr.- ten yr. lease agreement) for the City. He provided enhanced communications with City Council, City departments, water and power agencies, legislators, civic leaders and community groups, and he served as intergovernmental liaison with the Orange County Water District and the Orange County Sanitation District. Thom also performed duties as a Metropolitan Water District Board of Director for the City ( 1997- 2005). In this role, he presented policy recommendations on State and Federal legislation issues affecting the City' s Water and Sewer Enterprise to City Manager, Council and other boards and commissions.

Garthe Reservoir - Preparation of plans, specs and estimate ( PS& E), quality control for construction for two 6 - million gallon reservoirs for the water system, including electric level controls, piping & valves to distribution system. Budget $ 6. 8m.

Two Water Wells- In conjunction with OCWD pumping program, designed and drilled two waterwells. Each well equipped with vertical pump with 2, 000 -GPM capacity and 250 -hp electric motor, 500 to 1, 000 lineal feet of 12 - inch PVC -C900 discharged into distribution system, along with all required instrumentation and controls required to operate the wells from City' s SCADA system. Budget cost was approx. $3. 7m Garthe Water Well - Prepared plans, specifications forthe drilling a water well, equipped with vertical pump with 1850 -GPM capacity and 250 -hp electric motor, 500 lineal feet of 12 -inch PVC -C900 discharged into new Garthe reservoirs and distribution system, with pumping facility to an existing storm drain line, and instrumentation to operate including hydraulic controlled by cla- valve and connected to City' s existing SACAD system. Budget cost was $ 1. 9m
Citywide Water Main Replacement Program - Project included multiple locations within the City limits to upgrade 6- inh through 12 -inch water mains, which includes new water services, fire hydrants, and PRV stations.

Design included various street redesign/ construction locations. Budget was $12m over six years.

As water system manager, Thom efficiently planned, scheduled and directed the operation of the City' s Water Engineering Department water system, quality control and rate setting. He managed the department' s annual budget/ expenditures and developed and implemented department goals and objectives. Thom prepared and managed design and construction of CIP with budget controls, which included the drilling/ development of a new water well. He effectively communicated activities with other City departments, outside agencies and presented to City Council and public on related legislative water issues. He also provided responsible and complex administrative support to the Director of Engineering and City Manager.

Thom directed, planned and organized the water production, transmission/ distribution maintenance and system operations programs within the Public Utilities Department to support the Assistant General Manager of Water Services. He prepared the Division' s annual budget & expenditures to best represent the City' s goals and objectives.

He developed training for new water operation teams and enhanced communications between office and field personnel. He developed and monitored contractor emergency services and general service contracts with specialty

THOMAS COLIGHRAN, PE - CA REGISTERED PROFESSIONAL ENGINEER companies ( privatization) for a City cost savings of $ 360k/ yr. Thom introduced effective activities and communications with other City departments and outside agencies for a cost savings of $90k/ yr., and provided various presentations to Public Utility Board as required. In this role, Thom was accountable for staff motivation, evaluations, labor/ union grievances, and disciplinary action.

Citywide Water Main Replacement Program - Provided oversight for water replacement project at multiple locations within the City limits to upgrade 6- inh through 12 -inch water mains, which includes new water services, fire hydrants, and PRVstations. Project included new lining procedures in existing water mains. Design included various street redesign/ construction locations. Budget of $8.5M.

Crescent Street Water Well - Design/ build a water well to a depth of 1, 200 feet including a 250 -hp electric motor and 500 lineal feet of 12 -inch PVC C- 900 pipeline into the distribution system with a 1, 500 GPM capacity, including SCADA connections into City' s system for fully automatic operations. Budget was $ 1. 5m.

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 officials, officers, employees, agents and independent contractors serving in the role of City officials, and volunteers from and against any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity ( including Consultant, its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all consequential damages, attomeys' fees, and other related costs and expenses. All duties of Consultant under this Section shall survive the termination of the Agreement. 1 ®
A` o CERTIFICATE OF LIABILITY INSURANCE

DATE ( MM/ DDIYYYY)
8/ 12/ 2021
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( les) 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
RBN Insurance Services
303 E Wacker Dr Ste 650
Chicago IL 60601

CONTACT
NAME: S mune White

PHONE FAX
N Est): 312- 856- 9400( AIC, N. I: 312- 856- 9425
ADDRESS: SWhite@rbninsurance. com

INSURERS AFFORDING COVERAGE NAIC N
INSURER A: Hartford Fire Insurance Co. 19682
83UENZV3951
INSURED SAFELLC- 01
Interwest Consulting Group
P. O. Box 18330
INSURER B: Hartford Casually Insurance Co 29424
INSURER C: Navigators Insurance Company 42307
Boulder CO INSURER D: Great American E& S Ins, Co. 37532 80308 INSURER E: Twin City Fire Insurance Co. 29459
INSURER F: Princeton Excess & Surplus Lines Insurance Co. 10786 COVERAGES CERTIFICATE NUMBER: 384238988 REVISION NUMBER:

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

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

INSR LTR TYPE OF INSURANCE

ADDL SUER

POLICY NUMBER MMIDDI POLICY EFF POLICY MM/ DD EXP LIMITS A X I COMMERCIAL GENERAL LIABILITY 83UENZV3951 10/ 3/ 2020 10/ 3/ 2021 EACH OCCURRENCE $ 1, 000, 000 CLAIMS - MADE % OCCUR

DAMAGE O RENTED
PREMISES Ea occurrence $ 1, 000, 000
MED EXP ( Any one person) $ 10, 000
PERSONAL & ADV INJURY $ 1, 000, 000
I
iGEN' L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2, 000, 000 X POLICY 1 "' JECa LOC PRODUCTS - COMP/ OP AGG $ 2, 000, 000 Is OTHER:

B AUTOMOBILE LIABILITY 83UENPY9100 10/3/2020 1013/ 2021 COMBINED SINGLE LIMIT $ 1, 000, 000 Ea accident
X ANY AUTO BODILY INJURY ( Per person) $

OWNED SCHEDULED

AUTOS ONLY AUTOS
BODILY INJURY ( Per accident) $
PROPERTY DAMAGE $
Per accident

X HIREDX NON - OWNED

AUTOS ONLY AUTOS ONLY
CLI
UMBRELLA L1AB X OCCUR CH2OEXC8856001C 10/ 3/2020 10/ 3/ 2021 EACH OCCURRENCE $ 5, 000, 000 AGGREGATE 5, 000, 000 EXCESS LIAB CLAIMS - MADE
DED X I RETENTION $ n
E WORKERS COMPENSATION83WECE0623

AND EMPLOYERS' LIABILITY

ANY PROPRIETOR/ PARTNER/ EXECUTIVE Y / N
5/ 12/2021 5/ 12/ 2022 X IPSTATUTE
E. L. EACH ACCIDENT 1, 000, 000
OFFICER/ MEMBEREXCLUDE[ N/ A
Mandatory in NH) E. L. DISEASE - EA EMPLOYEE 1, 000, 000 If yes, describe under
DESCRIPTION OF OPERATIONS below E. L. DISEASE - POLICY LIMIT 1, 000, 000 D
F
Professional Liability
Excess Liab ( 2nd) Layer
I
TER 286- 10- 59
8E -A3 -XL -0000121- 00
10/ 3/ 2020
10/ 3/ 2020
10/ 3/ 2021
10/ 3/ 2021
Each Claim/ Aggregate
Each OcrJAggregate
10, 000, 000
5, 000, 000
I
DESCRIPTION OF OPERATIONS/ LOCATIONS / VEHICLES ( ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) Additional Insured: City of Seal Beach, its directors, officials, officers, employees, agents and volunteers.

CERTIFICATE HOLDER rANrFI I ATlnld
1988- 2015 ACORD CORPORATION. All rights reserved.

ACORD 25 ( 2016/ 03) The ACORD name and logo are registered marks of ACORD

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

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

City of Seal Beach
211 8th Street
AUTHORIZED REPRESENTATIVE Seal Beach CA 90740
1988- 2015 ACORD CORPORATION. All rights reserved.

ACORD 25 ( 2016/ 03) The ACORD name and logo are registered marks of ACORD AMENDMENT NO. 1

PROFESSIONAL SERVICES AGREEMENT
For
Temporary Staff Assistance Services
between
City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
E:1
Interwest Consulting Group, Inc.
1 Jenner, Suite 160
Irvine, CA 90071
This Amendment No. 1, dated October 25, 2021, amends that certain agreement Agreement") dated August 21, 2021 by and between the City of Seal Beach (" City"), a California charter city and, Interwest Consulting Group, Inc. (" Consultant"), a Colorado corporation.

RECITALS
A. City and Consultant are parties to the Agreement, pursuant to which Consultant provides temporary staffing assistance in Public Works/ Maintenance Services & Utilities.

B. City and Consultant wish to amend the Agreement for Consultant to provide additional staff assistance services, and to increase Consultant' s compensation by $ 64, 750 for those additional services required in connection with these services, for revised total compensation in the not -to -exceed amount of $ 101, 250 as provided herein.

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

Section 1. Section 1. 0 ( Scope of Services) of the Agreement, is hereby amended to add subsection 1. 1. 1 to read as follows:

1. 1. 1 Consultant shall provide those additional services set forth in the attached Exhibit A- 1 ( Consultant' s Scope of Services -- Additional Services), which is hereby incorporated by reference. To the extent that there is any conflict between Exhibits A, A- 1, and this Agreement, as amended by Amendment No. 1, Amendment No. 1 to this Agreement, shall control.

Section 2 Section 3. 0 ( Consultant's Compensation) of the Agreement is hereby amended to read as follows:

3. 0 Consultant's Compensation
City will pay Consultant in accordance with the hourly rates shown on the fee schedule set forth in Exhibits A and A- 1 for Services but in no event will the City pay more than $ 101, 250 for the Term. Any additional work authorized by the City pursuant to Section 1. 4 will be compensated in accordance with the fee schedule set forth in Exhibit A- 1." Section 3 All references to the term " Agreement" throughout Sections 1. 0 through 35.0, inclusive, of the Agreement are hereby modified to include the Agreement dated August 21, 2021, and this Amendment No. 1, dated October 25, 2021, as if all of those terms are fully set forth therein.

Section 4. Except as expressly modified or supplemented by this Amendment No. 1, all other provisions of the Agreement shall remain unaltered and in full force and effect. In the event of a conflict between Exhibit A, Exhibit A- 1, the provisions of this Amendment No. 1 and the provisions of the Agreement, the provisions of this Amendment No. 1 shall control.

Section 5. The person executing this Amendment No. 1 on behalf of Consultant warrants that he or she is duly authorized to execute this Amendment No. 1 on behalf of said Party and that by his or her execution, Consultant is formally bound to the provisions of this Amendment No. 1.
tf
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be executed and attested by their proper officers thereunto:

Steele, City Attorney

CONSU(LTTAN/T
By. V", vName: Paul Meschino
Its: Vice President of Operations
By: '-—
Name: Avner Alkhas
Its: Chief Financial Officer
Please note, two signatures required for corporations
under Corp. Code § 393, unless corporate documents
authorize only one person to sign this Agreement on
behalf of the corporation.)

Paul Meschino
Vice President Operations
Avner Alkhas
Chief Financial Officer

Agenda Item K

AGENDA STAFF REPORT
DATE: January 24, 2022
TO: Honorable Mayor and City Council
THRU: Jill R. Ingram, City Manager
FROM: Philip L. Gonshak, Chief of Police
SUBJECT: Homeland Security Grant Program Agreement for Transfer or Purchase of Equipment and Services or for
Reimbursement of Training Costs for Fiscal Year 2020
Urban Area Security Initiative (UASI)
________________________________________________________________ SUMMARY OF REQUEST:

The proposed City Council action will adopt Resolution 7249 authorizing the City Manager to execute an agreement on the City’s behalf for transfer or purchase of equipment and services or for reimbursement of training costs for Fiscal Year 2020 Urban Areas Security Initiative (UASI) Homeland Security Grant Program to take any further actions necessary for the purpose of obtaining federal financial assistance provided by the Department of Homeland Security and sub-granted through the State of California and Anaheim and/or Santa Ana Police Departments in its capacity as the Core City for the Anaheim/Santa Ana Urban Area Security Initiative.

BACKGROUND AND ANALYSIS:

The Federal Homeland Security Appropriations Act provides funding to address the needs of high risk urban areas through planning, equipment/services, training, and exercises through the Urban Area Security Initiative (UASI). The City of Seal Beach is located in the Anaheim/Santa Ana Urban Area and is eligible to receive financial assistance in the form of funds, equipment, technology and services, through Homeland Security sub-grants from the State of California. The City must enter into agreement with the City of Anaheim, which is the UASI core agency for the Anaheim/Santa Ana Urban Area to facilitate the transfer of Homeland Security Grant funds. The program requires the City Council to adopt a resolution authorizing the City Manager to execute documents in order to obtain the grant funds.

ENVIRONMENTAL IMPACT:

There is no environmental impact related to this item.

LEGAL ANALYSIS:

No legal analysis is required for this item.

FINANCIAL IMPACT:

The City of Seal Beach may receive UASI grant funds in the form of training, equipment or support. There is no designated funding allotment at this time.

STRATEGIC PLAN:

This item is not applicable to the Strategic Plan.

MEASURE BB:

This item is not applicable to Measure BB, the Seal Beach Neighborhood and Essential Services Protection Measure.

RECOMMENDATION:

The proposed City Council action will adopt Resolution 7249 authorizing the City Manager to execute an agreement on the City’s behalf for transfer or purchase of equipment and services or for reimbursement of training costs for Fiscal Year 2020 Urban Areas Security Initiative (UASI) Homeland Security Grant Program to take any further actions necessary for the purpose of obtaining federal financial assistance provided by the Department of Homeland Security and sub-granted through the State of California and Anaheim and/or Santa Ana Police Departments in its capacity as the Core City for the Anaheim/Santa Ana Urban Area Security Initiative.

SUBMITTED BY: NOTED AND APPROVED:

Philip Gonshak Jill R. Ingram
Philip L. Gonshak, Chief of
Police
Jill R. Ingram, City Manager
Prepared by: Lt. Nick Nicholas
ATTACHMENTS:

A. Resolution 7249
B. Mutual Agreement
RESOLUTION 7249

A RESOLUTION OF THE SEAL BEACH CITY COUNCIL

APPROVING AND AUTHORIZING THE CITY MANAGER TO

EXECUTE THE SUB-AWARD AGREEMENT BETWEEN THE
CITIES OF SEAL BEACH AND ANAHEIM FOR THE FY 2020

URBAN AREAS SECURITY INITIATIVE HOMELAND SECURITY

GRANT PROGRAM
WHEREAS, the Federal Homeland Security Appropriations Act provides funding to address the needs of high risk urban areas through planning, equipment/services, training, and exercises through the Urban Area Security Initiative (UASI), and
WHEREAS, the Seal Beach Police Department is eligible to receive financial assistance in the form of funds, equipment, technology and services, through Homeland Security sub-grants from the State of California.

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

Section 1. The City Council approves the Agreement for transfer or purchase of equipment and services or for reimbursement of training costs for FY 2020 UASI Grant Program Purposes.

Section 2. The City Council hereby authorizes the City Manager and/or the Chief of Police to execute the Agreement and any other documents necessary to receive and use the grant funds.

Section 3. The City Clerk shall certify to the passage and adoption of this resolution.

PASSED, APPROVED AND ADOPTED by the Seal Beach City Council at a regular meeting held on the 24th day of January, 2022 by the following vote:

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

Schelly Sustarsic, Mayor
ATTEST:

Gloria D. Harper, City Clerk
STATE OF CALIFORNIA }
COUNTY OF ORANGE } SS
CITY OF SEAL BEACH }
I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7249 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 24th day of January, 2022.

Gloria D. Harper, City Clerk