Loading...
HomeMy WebLinkAboutAGMT - Silsby Strategic Advisory Inc (Strategic Support Services) AMENDMENT NO. 2 PROFESSIONAL SERVICES AGREEMENT For Strategic Support Services between \?F S EAL c:35 'Q F ‘00110- City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 Silsby Strategic Advisors, Inc. 1515 Dorothy Lane Newport Beach, CA 92660 (517) 896-9460 This Amendment No. 2, dated April 15, 2024, amends that certain Professional Services Agreement ("the Agreement") dated February 27, 2023, as previously amended by Amendment No. 1 dated January 22, 2024 ("Amendment No. 1"), by and between the City of Seal Beach ("City"), a California charter city, and Silsby Strategic Advisors, Inc. ("Consultant"), a California corporation, (collectively, "the Parties"). RECITALS A. City and Consultant are parties to the Agreement, as amended by Amendment No. 1, and previously extended to June 30, 2024, pursuant to which Consultant provides strategic support services to City. B. City and Consultant wish to amend the Agreement, by this Amendment No. 2, to increase Consultant's compensation for a total contract not-to-exceed amount of $40,000, as provided herein. AMENDMENT NO. 2 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 3.0 (Consultant's Compensation) is hereby amended to read as follows: 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, and Exhibit A-1 for Additional Services, but in no event will the City pay more than the total not-to- exceed amount of $40,000 (Forty-Thousand dollars and 00/100) for the Services (Exhibit A) and Additional Services (Exhibit A-1) for the term. Section 2. 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 February 27, 2023, Amendment No. 1 dated January 22, 2024, and this Amendment No. 2, dated April 15, 2024, as if all of those terms are fully set forth therein. Section 3. Except as expressly modified or supplemented by this Amendment No. 2, all other provisions of the Agreement and Amendment No. 1 shall remain unaltered and in full force and effect. In the event of a conflict between the provisions of this Amendment No. 2, one the one hand, and the provisions of the Agreement or Amendment No. 1 on the other hand, the provisions of this Amendment No. 2 shall control. Section 4. The persons executing this Amendment No. 2 on behalf of Consultant each warrant that he or she is duly authorized to execute this Amendment No. 2 on behalf of said Party and that by his or her execution, Consultant is formally bound to the provisions of this Amendment No. 2. IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be executed and attested by their proper officers thereunto: CITY OF SEAL BEACH CONSULTANT: Silsby Strategic Advisors, Inc., a California corporation Alasti /Y`Ak 1 By: By: • ee, D' - - • o Public 'forks Shane Silsby, Chief Executive Officer Attest: •By: - ��► By: ' Gloria D. Harper, City Clerk Shane Silsby, Secretary Approved as to Form: (Please note, two signatures required for corporations pursuant to California By: Corporations Code Section 313 from Nicholas R. Ghirelli, City Attorney 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.) EXHIBIT A-1 ADDITIONAL SERVICES SITSBY qrategic J� adr�sor April 1, 2024 Iris Lee Director of Public Works City of Seal Beach—Public Works Department 211 Eighth Street Seal Beach, CA 90740 Submitted via email: ilee@sealbeachca.gov Subject: Strategic Support Services Proposal for Multiple Initiatives-AMENDMENT Dear Ms. Lee: Silsby Strategic Advisors, Inc. is submitting this proposal to provide strategic support services to assist the City of Seal Beach (City) with multiple initiatives during the remainder of Fiscal Year 2023-24. This proposal is intended to amend the Professional Services Agreement with an effective date of February 27, 2023. A detailed summary describing the background and anticipated scope of services are summarized in Exhibit "A," the associated proposed compensation is outlined in Exhibit "B" and supporting qualifications have been provided in Exhibit "C." I appreciate this opportunity to provide services to the City in support of these important strategic initiatives. If you would like to discuss this proposal or need any additional information for your review, please do not hesitate to contact me at 517-896-9460 or at shane@silsbv- sa.com. Respectfully submitted, Silsby Strategic Advisors, Inc. 4/444'1" "41443:1 Shane L. Silsby CEO and Founder EXHIBIT"A" Strategic Support Services for Multiple Initiatives-AMENDMENT BACKGROUND The City of Seal Beach (City) is interested in utilizing services to supplement internal resources at a time when the City is tasked with coordinating and facilitating major capital project and operational activities at the same time,while also keeping an eye on future opportunities.Additionally,the City has a number of strategic initiatives that require specialized, time-intensive efforts in concert with coordination between various other external agencies.The following background provides greater detail on the needs and goals of external services, including proposed categories of support. Growing Need for External Advisory Services The reasons for increased use of third-party owner's representatives(or owner's advisors) are generally driven by a combination of the growing technical complexities and economic risks associated with modern construction projects,the evolution of new and more complex project delivery methods,new and unique funding opportunities, and increased specialization of design professionals who have historically served the role of owner's representative.Additionally,the pandemic has put significant strains on existing public agency staff who are dealing with heavy workloads due to a booming housing market,the inability to fill numerous positions due to a talent war, and the unusually high number of employees leaving the workforce. Thus, both private owners and public-sector awarding authorities are retaining third-party advisors to supplement their internal management and administrative capabilities and address gaps in services rendered by design professionals, land developers,and construction contractors. Broad Range of Skills and Services Given that public agency internal teams have a host of work issues and competing priorities within their areas of responsibility, engaging the services of an owner's representative off-loads significant pressures — especially for highly visible, politically charged projects, and / or fiscally constrained initiatives. The representative filling this role needs to be well versed in key fundamentals of architectural design, engineering,construction and construction field management,economic evaluations, project scheduling, budget development, value engineering, and dispute resolution. Acknowledging the heightened level of community interest and engagement,excellent communication and facilitation skills are also paramount. PROPOSED SCOPE OF SERVICES Silsby Strategic Advisors, Inc. (or "Silsby Strategic Advisors") will provide "External Support Services" to assist the City with several strategic initiatives that require specialized, time-intensive efforts in concert with coordination between various other agencies. The Scope of Services associated with assisting the City in high-level strategy, facilitation of meetings, summary reports, and follow up strategies for this initiative includes: Meetings, Research,and Initial Coordination The External Support Services will include meetings with the City to clarify alignment on the primary direction of focus to best position the City for success. These efforts will also include productively identifying and resolving known liabilities and facilitating enhanced coordination with key stakeholders as identified by the City. Page 2 of 6 The External Support Services will also include regular communication with the City to course correct throughout the initiative, as necessary, based upon new direction from the City and/or requested adjustments by key stakeholders. Deliverables for this portion of the scope of work will include information/materials for utilization in presentations for the City to use with key stakeholders or follow up actions from meetings with team members and stakeholders. Enhanced Communication As communication is essential on these strategic initiatives,Silsby Strategic Advisors will assist the City in coordinating key stakeholder updates and presentations, as requested, along with the development of basic supporting materials. Primary Initiatives Silsby Strategic Advisors proposes to have a primary focus on the following strategic City initiatives: • Advocacy with regional and state entities to maximize the City's fair share of federal funding formulaic sub-allocations from the Bipartisan Infrastructure Law. • Development of local strategies, and coordination with regional entities, to support significant City initiatives and identify funding sources. • Review of proposed updates to the 1-405 Freeway Maintenance Agreement and associated documents, and support with technical assistance and points of negotiation. • Support the City with the Pacific Coast Highway upgrade initiative to improve water quality via modifications to landscaping in roadway medians and to propose updates to the existing Landscape Maintenance Agreement. • Provide background research, follow up on federal funding requests, and attend / facilitate stakeholder meetings as requested to support the City with the College Park East stormwater infrastructure improvements initiative. Additional Support Services Silsby Strategic Advisors will provide strategic services including, but not limited to,those outlined above. However, if the City requests that these services be enhanced in any way by the addition of tasks or the deletion of any specified tasks, all efforts will be made to accommodate those adjustments under terms of mutual agreement. TERM OF SERVICES The proposed term for the described scope of services is to be from execution of the Amendment to June 30,2024,unless all elements are completed earlier.At that time,all parties can reassess the progress and initiative support needs for the remainder of 2024 and beyond. Page 3 of 6 EXHIBIT"B" Strategic Support Services for Multiple Initiatives-AMENDMENT PROPOSED COMPENSATION (FEE) Silsby Strategic Advisors, Inc. is pleased to provide the following proposed compensation breakdown. However, since the specific scope of all work is subject to change based upon the positioning of other organizations or community interests,services provided under this contract are proposed to be on a time and materials basis. For maximum flexibility, a contract amendment totaling a not-to-exceed value of$5,000 is proposed be executed to create a draw down pool for the time and materials efforts associated with the Scope of Services in Exhibit "A." The proposed services will be performed by Shane Silsby of Silsby Strategic Advisors, Inc. and he will be the primary point of contact with the City. The breakdown for the compensation to support this proposal is: Strategic Advisory Services [Time: 16 hours at$300/hour] = $ 4,800 Other direct reimbursable expenses(as approved)_ $ 200 Total Proposed Compensation/Fee[Capacity Pool] $ 5,000 Page 4 of 6 EXHIBIT "C" Strategic Support Services for Multiple Initiatives-AMENDMENT QUALIFICATIONS Throughout his career,Silsby L.Silsby, MsCE, PE,has established a reputation as a transformational leader who is driven by challenge,undeterred by obstacles,and committed to furthering standards of excellence. His expertise encompasses all aspects of strategic oversight within both the public and private sectors from complex negotiations,to controlling costs and maximizing revenues through effective strategies that harness team strengths and improve enterprise-wide performance. Further,his ability to build consensus among executive teams and stakeholders,to promote transparency,and to influence positive change,has been repeatedly proven. Mr. Silsby is the current CEO and President of Silsby Strategic Advisors, Inc. Former Private Sector Positions Senior Vice President—International Engineering Services Firm (West Region). Leadership team member responsible for developing key client relationships and providing client management initiatives. Responsible for regional strategic initiatives,such as high-level market assessments,enhanced client focus plans, talent acquisition of key positions, improved pursuit elements, and organizational recommendations to increase success rates. Developed strategic initiatives such as Olympic venues and infrastructure attraction and implementation plans. Took on additional responsibilities for oversight of the regional business development activities including direct management of regional practice leaders in transportation,planning,water,and land development. Indirectly coordinated support staff to implement business success strategies across the region while customizing approaches for each sub-geography.West Region Business:—600 positions in 12 offices across 5 states. Chief Operating Officer—Global Architectural/Engineering Firm (West Region). Executive responsible for building / refining the organizational capabilities needed to deliver business results and sustain high performance within the business lines. Provided hands-on dynamic leadership to the organization and focused on executing the company's vision. Acted as a change agent to build on the firm's impressive track record and make the organization even more effective through operational excellence. Responsible for guiding implementation of projects/services, ensuring client satisfaction,and contributing to growth opportunities. Built organizational capabilities through robust performance management, mentoring and development, effective strategic recruiting, and talent management. West Region Business: —1,600 positions in 30 offices and FY20 GR of$587 Million/NSR of$396 Million/EBITDA of$36 Million. Former Public Sector Positions Director of Public Works - Orange County, California. Executive that created the mission and long-term vision for OC Public Works based on efficient and effective responsiveness to the public and client department needs; oversaw the development of strategic plans and department goals; established policies and determined priorities; adjusted plans to respond to emerging or urgent issues; and directed the allocation of resources to achieve timely outcomes and measurable goals within the County's budget guidelines. During his tenure at Orange County, Mr. Silsby's reputation as a professional problem solver with a focus on delivering results earned him the honor of being named 2016 Public Works Leader of the Year by the American City & County magazine. Additionally, he was named the 2017 Top Leader of the Year by the SoCal Chapter of the American Public Works Association. Page 5 of 6 Deputy Director for the Street Transportation Department - City of Phoenix, AZ. Management responsibility for the planning, coordination, and design plan review for long- and short-term project development; programming of funds for capital improvement projects ($500 million 5-Year program); coordination of federal / state aid procurement — including ARRA 2009 federal stimulus funding; and provision of environmental assessments for all ground disturbing Street Transportation projects. Responsibilities also included the functions of Floodplain Management, Utility Coordination, Utility Inspection, and Street Lighting. Finally, the transference of the City Engineer functions to the Street Transportation Department in May of 2011 added citywide Procurement Services, Labor Compliance,and Small Business Enterprise management to the division for oversight responsibility. Major Projects/Downtown Team Leader for the Development Services Department-City of Phoenix,AZ. During four plus years with the Development Services Department, Mr. Silsby worked on over 1,000 development projects ranging in use and size from a new local restaurant to the $1 billion Cityscape downtown redevelopment project. For two years, he led the Downtown Development Team through review and approval of high-profile projects such as the Arizona State University (ASU) Walter Cronkite School of Journalism / KAET Channel 8 Studios,the ASU Capstone Student Housing Project, the Historic Luhrs Complex rehabilitation, and the PetSmart Headquarters home office expansion. Division Head / Transportation Engineer for the Transportation & Parking Office - City of Lansing, MI. Responsibilities included project oversight, regional coordination of transportation projects, providing reports and presentations to the Mayor,City Council members, citizen boards, and the public. Highlights encompassed several major projects including the construction closure of a cross town freeway through the heart of the City,a two-way street conversion study effecting the traffic patterns of several downtown streets, and the Capitol Loop project that reconstructed many of the downtown streets surrounding the State Capitol building and impacting the City's most recognized business core. Education &Credentials Mr. Silsby holds a master's degree and bachelor's degree in civil engineering from Michigan State University. He is also a registered Professional Engineer in the states of Arizona and Michigan. Finally, he is a two-term member of the American Public Works Association Government Affairs National Committee and recently authored the Amazon best-selling book"Managing for Meteors: Preparing Local Government Leaders Before the Impact." Page 6 of 6 A�� DATE(MMIDD/Y YY) CERTIFICATE OF LIABILITY INSURANCE 12/08/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: _ Jonathan Severson Bannister & Associates Insurance Agency PHONE FAX CA License #0L78680 LaC,No,Ertl: (714) 536-6086 (A/C,No):(714) 536-4054 305 17th Street E-MAIL Huntington Beach CA 92648-4209 _ADDRESS: jonathan@bai-ins.com _ INSURER(S)AFFORDING COVERAGE NAIC N INSURER A:Sentinel Insurance Company, Ltd 11000 INSURED INSURER B:Underwriters at Lloyds Silsby Strategic Advisors, Inc. INSURER C: 1515 Dorothy Lane INSURERD: Newport Beach CA 92660 INSURERE: (517) 896-9460 INSURERF: COVERAGES Js CERTIFICATE NUMBER:Cert ID 13988 (5) REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER (MM/DDIYYYYI (MMIDDIYYYYI A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 DAMAGE TO CLAIMS-MADE XJ OCCUR Y 72813103E9121 02/14/2024 02/14/2025 PREMISES(EaENTED occurrence) $ 1,000,000 MED EXP(Any one person) $ 10,000 PERSONAL&ADVINJURY S 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 POLICY JECOT X LOC PRODUCTS-COMP/OP AGG S 4,000,000 OTHER AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $__ 2,000,000 (Ea accident) A ANY AUTO 728B1D3E9121 02/14/2024 02/14/2025 BODILY INJURY(Per person) S OWNED SCHEDULED BODILY INJURY(Per accident) S AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ X AUTOS ONLY % AUTOS ONLY _Per accident) - UMBRELLA LIAB OCCUR EACH OCCURRENCE S EXCESS LAB CLAIMS-MADE AGGREGATE $ DED I I RETENTIONS $ WORKERS COMPENSATION PER H AND EMPLOYERS'LIABILITY YIN STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT S OFFICER/MEMBER EXCLUDED? NIA - -' (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE S If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ B Professional Liability PSM0139826027 12/30/2023 12/30/2024 Limit: $ 2,000,000 Retention (each $ 2,500 claim) : DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space is required) City of Seal Beach is named as additional insured with respects general liability policy limits. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Seal Beach 211 8th Street AUTHORIZED REPRESENTATIVE Seal Beach CA 90740 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Page 1 of 1 WORKERS' COMPENSATION EXEMPTION DECLARATION for the CITY OF SEAL BEACH You are required to complete this form because you have not filed a certificate of workers'compensation insurance with the City of Seal Beach ("City"). California law requires all employers to carry workers' compensation insurance, even if they have only one employee, unless excluded under state law. It is your responsibility to comply with the law. If you do not know whether you are required to carry workers' compensation insurance, find out by contacting the California Department of Industrial Relations("DIR"). Information is also available on the DIR's website at http://www.dir.ca.gov. If you are subject to the Workers' Compensation Laws of California, you must promptly file a certificate of Workers' Compensation Insurance with the City. Alternatively, if you have a certificate of self-insurance from the DIR,you must file that certificate with the City. DOCUMENT REFERENCE[insert contract,job number, location, etc.]: Professional Services Agreement for Strategic Support Services,Amendment No. 1 &Amendment#2,dated February 27,2023 Work to be performed on premises: _X_Yes No Nature of work to be performed: Business Name: Silsby Strategic Advisors, Inc. Business Contact Information: Shane Silsby—CEO &President; 1515 Dorothy Lane, Newport Beach, CA 92660 (name, address,telephone, email) (517) 896-9460; shane@silsby-sa.com LEGAL FORM: (check applicable box) Sole Proprietor Limited Partnership General Partnership X Corporation Business Trust Limited Liability Company Other: ACKNOWLEDGEMENT SLS(initial) I am the authorized representative of the Business mentioned above. I warrant that the Business has no employees other than the owners, officers, directors, partners, or other principals who have elected to be exempt from workers' compensation coverage under California law. I further warrant that I understand the requirements of Section 3700 et seq. of the California Labor Code concerning providing workers'compensation coverage for any employees of the Business. SLS(initial)The Business agrees to comply with the code requirements and all other applicable laws and regulations regarding workers' compensation, payroll taxes, FICA, and tax withholding, and similar employment issues. The Business agrees to hold the City of Seal Beach harmless from any loss or liability, which may arise from the Business's failure to comply with any such laws or regulations. SLS (initial) Should the Business or its subcontractors hire employees to perform the work referenced above, the Business or its subcontractor(s) shall obtain workers' compensation insurance and provide proof of the coverage to the City of Seal Beach. SLS(initial) I understand that this form constitutes a declaration by the Business against its financial interest, relative to any claims it should assert against the City of Seal Beach under the California workers' compensation or labor laws and serves as an addendum to the agreement. SLS(initial)The Business will defend, indemnify, and hold harmless the City of Seal Beach from all claims and liability, including workers'compensation claims and any liability that may be asserted or established by any party in the event the Business hires an employee in violation of this addendum. CERTIFICATION I declare and certify under the penalty of perjury under the laws of the State of California that the foregoing information provided in this Exemption Declaration is true and correct. Executed this 4th day of April , 2024, at Newport Beach , California. Business: Silsby Strategic Advisors, Inc. By: Print Name/Title: Shane L.Silsby-CEO&President WARNING: FAILURE TO SECURE WORKERS' COMPENSATION COVERAGE IS UNLAWFUL, AND SHALL SUBJECT AN EMPLOYER TO CRIMINAL PENALTIES AND CIVIL FINES UP TO ONE HUNDRED THOUSAND DOLLARS ($100,000), IN ADDITION TO THE COST OF COMPENSATION,DAMAGES AS PROVIDED FOR IN SECTION 3706 OF THE LABOR CODE,INTEREST,AND ATTORNEY'S FEES. AMENDMENT NO. 1 PROFESSIONAL SERVICES AGREEMENT For Strategic Support Services between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 0 Silsby Strategic Advisors, Inc. 1515 Dorothy Lane Newport Beach, CA 92660 (517) 896-9460 This Amendment No. 1, dated January 22, 2024, amends that certain Professional Services Agreement ("the .Agreement") dated February 27, 2023, by and between the City of Seal Beach ("City"), a California charter city, and Silsby Strategic Advisors, Inc. ("Consultant"), a California corporation, (collectively, "the Parties"). RECITALS A. City and Consultant are parties to the Agreement, pursuant to which Consultant provides strategic support services to City. B. Effective February 27, 2023, City and Consultant entered into an Agreement for Consultant to provide strategic support services for City through December 31, 2023. C. City and Consultant wish to amend the Agreement to extend the term through June 30, 2024, 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 2.0 (Term) of the Agreement is hereby amended to read as follows: "2.0 Term 2.1. The term of this Agreement shall commence as of the Effective Date and shall continue through June 30, 2024, unless previously terminated as provided by the Agreement." Section 2. All references to the term "Agreement" throughout Sections 1.0 through 35.0, inclusive, of the Agreement are hereby modified to include this Amendment No. 1, dated January 22, 2024, as if all of those terms are fully set forth therein. Section 3. Except as expressly modified or supplemented by this Amendment No. 1, all other provisions of the Agreement shall remain unaltered and in full force and effect. In the event of a conflict between the provisions of the Agreement, the provisions of this Amendment No. 1 shall control. Section 4. The persons executing this Amendment No. 1 on behalf of Consultant each warrant 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. IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be executed and attested by their proper officers thereunto: CITY OF SEAL BEACH CONSULTANT: Silsby Strategic Advisors, Inc., a California corporation By: / '�/fj of Pub ' Shane Silsby, ATF Chief Executive Officer /PjO �QQpRD �[ Nicholas R. Ghirelli, City Attorney Shane Silsby, Secretary (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.) AICD/RO� CERTIFICATE OF LIABILITY INSURANCE DATE(MMMD/YYYY) �./ 12/08/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Bannister & Associates Insurance Agency CONTACT NAME: Jonathan Severson PHFAX Ext: (714) 536-6086 aC No:(714) 536-4054 CA License #OL78680 305 17th Street E-MAIL gg; Onathan�bai-ins.COm Huntington Beach CA 92648-4209 INSURER(S) AFFORDING COVERAGE NAIC# EACH OCCURRENCE $ 2,000,000 INSURERA:Sentinel Insurance Company, Ltd 11000 MED EXP (Any one person) S 10,000 INSURED Silsby Strategic Advisors, Inc. INSURER B: Underwriters at Lloyds INSURER C 1515 Dorothy Lane INSURERD: INSURERE: Newport Beach CA 92660 (517) 896-9460 INSURERF: L.UvtKAhta ITS GtFt I U -ICD I F NI IMRFR• ra_ t- Tn 1 RQRR [,;I 17F11ICInKi III IRR12CD- 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. 1�7R TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF MM/DD POLICY EXP MM/DD/YYYY LIMITS A X COMMERCIALGENERALLIABILITY CLAIMS -MADE I _X1 OCCUR Y 72SBMBE9121 02/14/2024 02/14/2025 EACH OCCURRENCE $ 2,000,000 PREMISES Eaoccurrenoe S 1,000,000 MED EXP (Any one person) S 10,000 PERSONAL &ADV INJURY S 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY ❑ PRO � JECT LOC GENERAL AGGREGATE S 4,000,000 PRODUCTS - COMP/OP AGG $ 4,000,000 S OTHER: AUTOMOBILE LLABILITYCOMBINED SINGLE LIMIT Eaaccident S 2,000,000 BODILYINJURY (Per person) S AANY AUTO 72SBMBE9121 02/14/2024 02/14/2025 OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ X HIRED NON -OWNED AUTOS ONLY % AUTOS ONLY PROPERTY DAMAGE Per accident S 5 UMBRELLA LIAB OCCUR EACH OCCURRENCE S AGGREGATE S EXCESS LIAB CLAIMS -MADE DED I I RETENTIONS S WORKERS COMPENSATIONPER AND EMPLOYERS' LIABILITY Y / N OTH- STATUTE ER E.L. EACH ACCIDENT $ ANYPROPRIETOR/PARTNER/EXECUTIVE ❑N OFFICER/MEMBEREXCLUDED7 / A E.L. DISEASE - EA EMPLOYEE S (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT I S B Professional Liability PSM0139826027 12/30/2023 12/30/2024 Limit: S 2,000,000 Retention (each S 2,500 claim): DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Seal Beach is named as additional insured with respects general liability policy limits. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Seal Beach ACCORDANCE WITH THE POLICY PROVISIONS. 211 8th Street AUTHORIZED REPRESENTATIVE Seal Beach CA 90740 W ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Page 1 of 1 WORKERS' CO.MPENSATION,DgXEMPTION DECLARATION foc"the CITY;OPSEAL BEACH You;are required.,to complete this form because you have notfiled.a:certificate of workers' compensation insurancewith-the•City �,..,... of Seal Beach'( Cifty!)� California law�requires all'6h pidy,"e4.t_o r ny workers''romperisafion,insurance;:even,if•th6y.Fiave only one employee,: unless"excluded-;uhder'state.iaw. it is.vourMesnbHsi bhitVzf6complu:withgth6 law. •If y,.owdo-notiknow•whether you arb required to ybarry workers' compensa50- insurance firtd"out .by contacli=ng file: Califori'iia Department.,of :lndusm, ai Relations ("©IR").. Inforniailg isialso available+ori the.. iflks website.athffixilwww:di°r.:da.aov. Ifyou are subject o;the Workers' Cpensation Laws of„California, you mi ist'-prompfly�-fle• a ceriifcate• of Workers' Compensation..lnsurance w_ with. t Compensation he City,. Altematively, if you•have..a'certifiq of•seif-'insurance:frorhithe DIR-.youariust file it 'it•certificate.with,the CRY. DOCUMENT REFERENCE.F!nsert contract; job numbor•,-location, etc.]. -Professional Services-A4areement.for Strategic Suaoort Services dated Februar%27.2.023 Work to be perlormedkort,premises: x Yes No Nature•ofwdrk•to-be pertbitried: Meetings and general review_ofprclect.locations. No physical design or -construction activities will take place?on site as.part of fi iis•Agreement. Business Name: Silsby StFategfi : visors;.inc. Business Contact -Information: siiane,Silsby._ CEO a6d'President;.15t5'•Dorothy.,L•ane, Newpprt Beach; C&.92660 (name,'address,'telbphone, email) (51-•n•896?9,460 share@sili6y.-sa.com LEGAL .FORM: -,(check abPIIcable.box) .ACKNOWLEDGEMENT SLS..-4�=•=.•�..•..:..� w. (initial I am. -the authorized' representative•of'the 13usiness.�`mentioned•above. I warrantAhat.the Business -.Dias no employees.ot>ier-than `th'e owners, officers,. directors, parther`s, diil :&her principals wl o�have elected'to.'•be exempt: ffom•woikers' compensation coverage urinder.Califortiiailaw: IiifUrther warrant4thatj understand- the requirements,of SectiomU,00 et:secivof the Calif' Miailaabor-Code,,congerning-provi g;worker� compensation coverage for any employees, of -the,-Business. sLs(initial) The' Bu slnPss;agr.`ees•to=corri*`y iklth the code requirements an, d..611 other applicable laws and•• regulations regarding wbrke�r`s� compensation, payroll` taxes, FICA,: arici .tax wifihItolding;' and -'similar empIoymeiat::issues. The Business.:agr�ees to.hojd the City of SeaI_Beach harmless frdrim any Ioss or liability, which:may,.ari'se'from the Business's'fallure toycbinply.-•with.any:such. laws:or regulations: sLs (initial) Should -the Business, or ifs- subcontractors' hire employees to perform the.: work referenced :above;. the Busiite"ss or its subcdntractor(s) shall obtain •workers' compensation irisui'ahc! a and provide 'progf' bf' the -coverage to thwtiityof Seal. Beach. sl_s(initial) I'uridei•'siands-thaMhis form constitutes a declaration by -the Business against its -financial interest,, felative to any ciaitns, it-hotald assert•against•the City of Sea1:-Bea6h.•undiar the-Californiaworkers''compensatipn or labor laws and:serves•aiOn addendum to the:agreem6lit. s�s(initial) the Business will cIeferid,. indemnity, and;,hold:hia mless.the•City' of -Seal Beach from all claims and liability., including;,•workers' compensation clairias:and any iiabiiitjr that may beJasserted or established by.any�party in the -event the�,B isines ,hTes.an employee 1n.v1olati6n&'this addendum. CERTIFICATION 1 declare and certify under the penally of perjury under ttie iaws of,':the: Slate of .Califomia ;that the foregoing information provided irf this Eiceirption. Declaration is true• and correct.-Executeci this 26th day of February , 2023, -at Newport Beach , California: BUSiness' Siisby._StrategicAdvisors,.lnc. By.;4_ Print Nari elTitle::Shane'L; Silsby.f.-CEO &•President `•f TO, SECURE �W�04ZKERS' COMP.ENSATON COVERAGE IS, -UNLAWFUL, AND, SHAL6.SUBJECT AN• EMPL0YE,R,,��TO S" AND,.!Zly L -FINES- 'Ul? .T,Ow.ONE,.HUNDREt ,,THOUSAND DOLLARS;($100;000), IN ADDITION T0,'THE !COST ,OF •,Sole°Pro netorLimited Partnership GeneraliPartnershi X ' Co oration ” Bu's'iness Trust, I I Limitedl-Liabili ' !Coin ari Other: .ACKNOWLEDGEMENT SLS..-4�=•=.•�..•..:..� w. (initial I am. -the authorized' representative•of'the 13usiness.�`mentioned•above. I warrantAhat.the Business -.Dias no employees.ot>ier-than `th'e owners, officers,. directors, parther`s, diil :&her principals wl o�have elected'to.'•be exempt: ffom•woikers' compensation coverage urinder.Califortiiailaw: IiifUrther warrant4thatj understand- the requirements,of SectiomU,00 et:secivof the Calif' Miailaabor-Code,,congerning-provi g;worker� compensation coverage for any employees, of -the,-Business. sLs(initial) The' Bu slnPss;agr.`ees•to=corri*`y iklth the code requirements an, d..611 other applicable laws and•• regulations regarding wbrke�r`s� compensation, payroll` taxes, FICA,: arici .tax wifihItolding;' and -'similar empIoymeiat::issues. The Business.:agr�ees to.hojd the City of SeaI_Beach harmless frdrim any Ioss or liability, which:may,.ari'se'from the Business's'fallure toycbinply.-•with.any:such. laws:or regulations: sLs (initial) Should -the Business, or ifs- subcontractors' hire employees to perform the.: work referenced :above;. the Busiite"ss or its subcdntractor(s) shall obtain •workers' compensation irisui'ahc! a and provide 'progf' bf' the -coverage to thwtiityof Seal. Beach. sl_s(initial) I'uridei•'siands-thaMhis form constitutes a declaration by -the Business against its -financial interest,, felative to any ciaitns, it-hotald assert•against•the City of Sea1:-Bea6h.•undiar the-Californiaworkers''compensatipn or labor laws and:serves•aiOn addendum to the:agreem6lit. s�s(initial) the Business will cIeferid,. indemnity, and;,hold:hia mless.the•City' of -Seal Beach from all claims and liability., including;,•workers' compensation clairias:and any iiabiiitjr that may beJasserted or established by.any�party in the -event the�,B isines ,hTes.an employee 1n.v1olati6n&'this addendum. CERTIFICATION 1 declare and certify under the penally of perjury under ttie iaws of,':the: Slate of .Califomia ;that the foregoing information provided irf this Eiceirption. Declaration is true• and correct.-Executeci this 26th day of February , 2023, -at Newport Beach , California: BUSiness' Siisby._StrategicAdvisors,.lnc. By.;4_ Print Nari elTitle::Shane'L; Silsby.f.-CEO &•President `•f TO, SECURE �W�04ZKERS' COMP.ENSATON COVERAGE IS, -UNLAWFUL, AND, SHAL6.SUBJECT AN• EMPL0YE,R,,��TO S" AND,.!Zly L -FINES- 'Ul? .T,Ow.ONE,.HUNDREt ,,THOUSAND DOLLARS;($100;000), IN ADDITION T0,'THE !COST ,OF J PROFESSIONAL SERVICES AGREEMENT for Strategic Support Services between . City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 Silsby Strategic Advisors, Inc. 1515 Dorothy Lane Newport Beach, CA 92660 (517) 896-9460 This Professional Service Agreement ("the Agreement') is made as of February 27, 2023 (the "Effective Date"), by and between Silsby Strategic Advisors, Inc. ("Consultant"), a California corporation, and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). RECITALS A. City desires certain strategic support 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 strategic support services. C. Consultant represents that the principal members of its firm are qualified professionals 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 and all applicable professional standards of care. The acceptance of Consultant's 2of19 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 February 27, 2023, and shall remain in full force and effect until December 31, 2023, 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 $35,000 (Thirty -Five Thousand dollars and 00/100) 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. 3of19 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. Shane Silsby is the Consultant's primary representative for purposes of this Agreement. Shane Silsby shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the Services hereunder. Consultant may not change its representative without the prior written approval of City, which approval shall not be unreasonably withheld. 7.0 Notices 7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses: To City: City of Seal Beach 211 -8th Street Seal Beach, California 90740 Attn: City Manager To Consultant: Silsby Strategic Advisors, Inc. 1515 Dorothy Lane Newport Beach, CA 92660 Attn: Shane Silsby 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.0 Permits and Licenses Consultant and all of Consultant's employees and other personnel shall obtain and maintain during the Agreement term all necessary licenses, permits and 4of19 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 5of19 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 and appointed 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 ("PERE"), 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 and appointed officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, 6of19 damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Consultant's violation of any provisions of this Section 10.0. This duty of indemnification is in addition to Consultant's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. Consultant's 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 Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the Services performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered "voluntary," provided Consultant gives City notice of such court order or subpoena. 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 7of19 and remain the property of City without restriction or limitation upon their use, 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 and appointed 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. 8of19 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. 17.0 Insurance 9of19 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 Employer's 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, with 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. 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 10 of 19 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 and appointed 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 and appointed 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. 17.8. Deductibles and Self -Insured Retentions. Any deductibles or self- insured retentions shall be declared to and approved by City. Consultant guarantees that, at the option of City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City, its elected 11 of 19 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. 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 12 of 19 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. Indemnities. 18.1.1. To the fullest extent permitted by law;, Consultant shall, at its sole cost and expense, protect, defend, hold harmless and indemnify City and its elected and appointed officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively "Indemnitees" in this Section 18.0), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, bid protests, stop notices, liens and losses of any nature whatsoever, including but not limited to fees of 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, 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 coSE1 and expenses, including all attorneys' fees and experts' costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith. 18.1.2. Consultant shall indemnify and hold harmless City in accordance with Sections 9.0 and 10.0. 18.2. Subcontractor Indemnification. Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section 18.0 firom 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 Liabilities in law or equity, whether actual, alleged or threatened, which arise 13 of 19 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 Liabilities arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. 18.3. Workers' Compensation Acts Not Limiting. Consultant's indemnification obligations under this Section, or any other provision of this Agreement, shall not be limited by the provisions of any workers' compensation act or similar act. Consultant expressly waives its statutory immunity under such statutes or laws as to City, its elected and appointed officers, officials, agents, employees, designated volunteers and those City agents serving as independent contractors in the role of City officials. 18.4. Insurance Requirements Not Limiting. City does not, and shall not, waive any rights that it may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. The indemnities and obligations in this Section shall apply regardless of whether or not any insurance policies are determined to be applicable to the Liabilities asserted against City or any of the other Indemnitees. 18.5. 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 and 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 14 of 19 By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 21.0 Prevailing Wage and Payroll Records To the extent that this Agreement calls for services that, in whole or in part, constitute "public works" as defined in the California Labor Code, Consultant shall comply in all respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit B, attached hereto and .incorporated by reference herein. 22.0 Entire Agreement This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both Parties. 23.0 Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 24.0 Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. 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 15 of 19 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. 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 16 of 19 ten calendar days of the receipt of that check. However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Consultant, its employees, subcontractors and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Consultant, its employees, subcontractors and agents. 29.0 Corrections In addition. to the indemnification obligations set forth above, Consultant shall correct, at its expense, all errors in the work which may be disclosed during City's review of Consultant's report or plans. Should Consultant fail to make such correction in a reasonably timely manner, such correction may be made by City, and the cost thereof shall be charged to Consultant. In addition to all other available remedies, City may deduct the cost of such correction from any retention amount held by City or may withhold payment otherwise owed Consultant under this Agreement up to the amount of the cost of _correction. 30.0 Non -Appropriation of Funds Payments to be made to Consultant by City for any Services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted fund. In the event that City does not appropriate sufficient funds for payment of Consultant's Services beyond the current fiscal year, this Agreement shall cover payment for Consultant's Services only to the conclusion of the last fiscal year in which City appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year. 31.0 Mutual Cooperation 31.1. City's Cooperation. City shall provide Consultant with all pertinent Data, documents and other requested information as is reasonably available for Consultant's proper performance of the Services required under this Agreement. 31.2. Consultant's Cooperation. 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. 17 of 19 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 by his or her execution, the Consultant is formally bound to the provisions of this Agreement. 18 of 19 IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OF SEAL BEACH 0 Attes M Iri r o ° Public Works Approved as to Form: - / /'- /-,: � L g . Steele, City Attorney CONSULTANT: Silsby Strategic Advisors, Inc., a California corporation B: Y j, 1' 'PI February 16, 2023 Shane Silsby Chief Executive Officer By: Shane Silsby Secretary (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.) • • MINS EXHIBIT A Consultant's Scope of Services February 14, 2023 Iris Lee Director of Public Works City of Seal Beach — Public Works Department 211 Eighth Street Seal Beach, CA 90740 Submitted via email: ilee@sealbeachca.gov Subject: Strategic Support Services Proposal for Multiple Initiatives Dear Ms. Lee: Silsby Strategic Advisors, Inc. is submitting this proposal to provide strategic support services to assist the City of Seal Beach (City) with multiple initiatives during 2023. A detailed summary describing the background and anticipated scope of work are summarized in Exhibit "A", the associated proposed compensation is outlined in Exhibit "B" and supporting qualifications have been provided in Exhibit "C". I appreciate this opportunity to provide services to the City in support of these important strategic initiatives. If you would like to discuss this proposal or need any additional information for your review, please do not hesitate to contact me at 517-896-9460 or at shane@silsby-sa.com. Respectfully submitted, Silsby Strategic Advisors, Inc. Shane L. Silsby CEO and Founder EXHIBIT "A" Strategic Support Services for Multiple Initiatives BACKGROUND The City of Seal Beach (City) is interested in utilizing services to supplement internal resources at a time when the City is tasked with coordinating and facilitating major capital project and operational activities at the same time, while also keeping an eye on future opportunities. The federal and state governments have approved funding for a number of new or enhanced programs and the City desires to better understand implementation strategies to maximize the potential for targeting and accessing these funds. Additionally, the City has a number of strategic initiatives that require specialized, time -intensive efforts in concert with coordination between various other external agencies. The following background provides greater detail on the needs and goals of external services, including proposed categories of support. Growing Need for External Advisory Services The reasons for increased use of third -party owner's representatives (or owner's advisors) are generally driven by a combination of the growing technical complexities and economic risks associated with modern construction projects, the evolution of new and more complex project delivery methods, new and unique funding opportunities, and increased specialization of design professionals who have historically served the role of owner's representative. Additionally, the pandemic has put significant strains on existing public agency staff who are dealing with heavy workloads due to a booming housing market, the inability to fill numerous positions due to a talent war, and the unusually high number of employees leaving the workforce. Thus, both private owners and public -sector awarding authorities are retaining third -party advisors to supplement their internal management and administrative capabilities and address gaps in services rendered by design professionals, land developers, and construction contractors. Broad Range of Skills and Services Given that public agency internal teams have a host of work issues and competing priorities within their areas of responsibility, engaging the services of an owner's representative off -loads significant pressures — especially for highly visible, politically charged projects, and / or fiscally constrained initiatives. The representative filling this role needs to be well versed in key fundamentals of architectural design, engineering, construction and construction field management, economic evaluations, project scheduling, budget development, value engineering, and dispute resolution. Acknowledging the heightened level of community interest and engagement, excellent communication and facilitation skills are also paramount. PROPOSED SCOPE OF WORK Silsby Strategic Advisors, Inc. (or "Silsby Strategic Advisors") will provide "External Support Services" to assist the City with targeting/ acquisition strategies for state and federal funding (as applicable) and focus on several strategic initiatives that require specialized, time -intensive efforts in concert with likely coordination between various other agencies. The Scope of Work associated with assisting the City in high-level strategy, summary reports, and follow up strategies for this initiative includes: Meetings, Research, and Initial Coordination The External Support Services will include meetings with the City to clarify alignment on the primary direction of focus to best position the City for success. These efforts will also include productively Page 2 of 6 identifying and resolving known liabilities and facilitating enhanced coordination with key stakeholders. Stakeholder meetings with the targeted agencies or departments are presumed to be at the level of key decision -maker and / or applicable technical staff to complete and verify research for the proposed funding categories. The External Support Services will also include regular communication with the City to course correct throughout the initiative, as necessary, based upon new direction from the City and/or requested adjustments by key stakeholders. Deliverables for this portion of the scope of work will generally include information / materials for utilization in presentations for the City to use with key stakeholders or follow up actions from meetings with team members and stakeholders. Enhanced External Coordination and Reporting As needed, Silsby Strategic Advisors will contact any other supporting consultant(s) hired by the City to establish professional working terms, as well as providing flow-through information or reports as requested by the City. Enhanced Communication As communication is essential on these strategic initiatives, Silsby Strategic Advisors will assist the City in coordinating key stakeholder updates and presentations, as requested, along with the development of basic supporting materials. Primary Initiatives Silsby Strategic Advisors proposes to have a primary focus on the following strategic City initiatives: ■ Advocacy with regional and state entities to maximize the City's fair share of federal funding formulaic sub -allocations from the Bipartisan Infrastructure Law. ■ Coordination with the City's key operations and maintenance programs to provide initial recommendations on strategies for the efficient implementation of future formulaic federal funding. ■ Development of a targeted multi-year strategy (or matrix) to best align City resources with future federally eligible projects or initiatives and recommend submittal of applicable discretionary grant packages for Bipartisan Infrastructure Law or Inflation Reduction Act of 2022 federal funding. ■ Development of local strategies, and coordination with regional entities, to support significant City initiatives and identify possible funding sources. Additional Support Services Silsby Strategic Advisors will provide strategic services including, but not limited to, those outlined above. However, if the City requests that these services be enhanced in any way by the addition of tasks or the deletion of any specified tasks, all efforts will be made to accommodate those adjustments under terms of mutual agreement. TERM OF SERVICES The proposed term for the described scope of services is to be from contract execution to December 31, 2023, unless all elements are completed earlier. At that time, all parties can re -assess the progress and initiative support needs for 2024 and beyond. Page 3 of 6 EXHIBIT "B" Strategic Support Services for Multiple Initiatives PROPOSED COMPENSATION (FEE) Silsby Strategic Advisors, Inc. is pleased to provide the following proposed compensation breakdown. However, since the specific scope of all work is subject to change based upon the positioning of other organizations or community interests, services provided under this contract are proposed to be on a time and materials basis. For maximum flexibility, a contract totaling a not -to -exceed value of $35,000 is proposed be executed to create a draw down pool for the time and materials efforts associated with the Scope of Work in Exhibit "A." The proposed services will be performed by Shane Silsby of Silsby Strategic Advisors, and he will be the primary point of contact with the City. The breakdown for the compensation to support this proposal is: Strategic Advisory Services [Time: 115 hours at $300 / hour] = $34,500 Other direct reimbursable expenses (as approved) = 500 Total Proposed Compensation / Fee [Capacity Pool] $35,000 Page 4 of 6 EXHIBIT "C" Strategic Support Services for Multiple Initiatives QUALIFICATIONS Throughout his career, Silsby L. Silsby, MsCE, PE, has established a reputation as a transformational leader who is driven by challenge, undeterred by obstacles, and committed to furthering standards of excellence. His expertise encompasses all aspects of strategic oversight within both the public and private sectors from complex negotiations, to controlling costs and maximizing revenues through effective strategies that harness team strengths and improve enterprise -wide performance. Further, his ability to build consensus among executive teams and stakeholders, to promote transparency, and to influence positive change, has been repeatedly proven. Mr. Silsby is the current CEO and President of Silsby Strategic Advisors, Inc. Former Private Sector Positions Senior Vice President — International Engineering Services Firm (West Region). Leadership team member responsible for developing key client relationships and providing client management initiatives. Responsible for regional strategic initiatives, such as high-level market assessments, enhanced client focus plans, talent acquisition of key positions, improved pursuit elements, and organizational recommendations to increase success rates. Developed strategic initiatives such as Olympic venues and infrastructure attraction and implementation plans. Took on additional responsibilities for oversight of the regional business development activities including direct management of regional practice leaders in transportation, planning, water, and land development. Indirectly coordinated support staff to implement business success strategies across the region while customizing approaches for each sub -geography. West Region Business: —600 positions in 12 offices across 5 states. Chief Operating Officer— Global Architectural/Engineering Firm (West Region). Executive responsible for building / refining the organizational 'capabilities needed to deliver business results and sustain high performance within the business lines. Provided hands-on dynamic leadership to the organization and focused on executing the company's vision. Acted as a change agent to build on the firm's impressive track record and make the organization even more effective through operational excellence. Responsible for guiding implementation of projects / services, ensuring client satisfaction, and contributing to growth opportunities. Built organizational capabilities through strong performance management, mentoring and development, effective strategic recruiting, and talent management. West Region Business: 1,600 positions in 30 offices and FY20 GR of $587 Million / NSR of $396 Million / EBITDA of $36 Million. Former Public Sector Positions Director of Public Works - Orange County, California. Executive that created the mission and long-term vision for OC Public Works based on efficient and effective responsiveness to the public and client department needs; oversaw the development of strategic plans and department goals; established policies and determined priorities; adjusted plans to respond to emerging or urgent issues; and directed the allocation of resources to achieve timely outcomes and measurable goals within the County's budget guidelines. During his tenure at Orange County, Mr. Silsby's reputation as a professional problem solver with a focus on delivering results earned him the honor of being named 2016 Public Works Leader of the Year by the American City & County magazine. Additionally, he was named the 2017 Top Leader of the Year by the SoCal Chapter of the American Public Works Association. Page 5 of 6 Deputy Director for the Street Transportation Department - City of Phoenix, AZ. Management responsibility for the planning, coordination, and design plan review for long- and short-term project development; programming of funds for capital improvement projects ($500 million 5 -Year program); coordination of federal / state aid procurement — including ARRA 2009 federal stimulus funding; and provision of environmental assessments for all ground disturbing Street Transportation projects. Responsibilities also included the functions of Floodplain Management, Utility Coordination, Utility Inspection, and Street Lighting. Finally, the transference of the City Engineer functions to the Street Transportation Department in May of 2011 added citywide Procurement Services, Labor Compliance, and Small Business Enterprise management to the division for oversight responsibility. Major Projects / Downtown Team Leader for the Development Services Department - City of Phoenix, AZ. During four plus years with the Development Services Department, Mr. Silsby worked on over 1,000 development projects ranging in use and size from a new local restaurant to the $1 billion Cityscape downtown redevelopment project. For two years, he led the Downtown Development Team through review and approval of high-profile projects such as the Arizona State University (ASU) Walter Cronkite School of Journalism / KAET Channel 8 Studios, the ASU Capstone Student Housing Project, the Historic Luhrs Complex rehabilitation, and the PetSmart Headquarters home office expansion. Division Head / Transportation Engineer for the Transportation & Parking Office - City of Lansing, MI. Responsibilities included project oversight, regional coordination of transportation projects, providing reports and presentations to the Mayor, City Council members, citizen boards, and the public. Highlights encompassed several major projects including the construction closure of a cross town freeway through the heart of the City, a two-way street conversion study effecting the traffic patterns of several downtown streets, and the Capitol Loop project that reconstructed many of the downtown streets surrounding the State Capitol building and impacting the City's most recognized business core. Education & Credentials Mr. Silsby holds a master's degree and bachelor's degree in Civil Engineering from Michigan State University. He is also a registered Professional Engineer in the states of Arizona and Michigan. Finally, he is a two -term member of the American Public Works Association Government Affairs National Committee. Page 6 of 6 EXHIBIT B TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS 1. This Agreement calls for services that, in whole or in part, constitute "public works" as defined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code ("Chapter 1"). Further, Consultant acknowledges that this Agreement is subject to (a) Chapter 1 and (b) the rules and regulations established by the Department of Industrial Relations ("DIR") implementing such statutes. Therefore, as to those Services that are "public works", Consultant shall comply with and be bound by all the terms, rules and regulations described in 1(a) and 1(b) as though set forth in full herein. 2. California law requires the inclusion of specific Labor Code provisions in certain contracts. The inclusion of such specific provisions below, whether or not required by California law, does not alter the meaning or scope of Section 1 above. 3. Consultant shall be registered with the Department of Industrial Relations in accordance with California Labor Code Section 1725.5, and has provided proof of registration to City prior to the Effective Date of this Agreement. Consultant shall not perform work with any subcontractor that is not registered with DIR pursuant to Section 1725.5. Consultant and subcontractors shall maintain their registration with the DIR in effect throughout the duration of this Agreement: If Consultant or any subcontractor ceases to be registered with DIR at any time during the duration of the project, Consultant shall immediately notify City. 4. Pursuant to Labor Code Section 1771.4, Consultant's Services are subject to compliance monitoring and enforcement by DIR. Consultant shall post job site notices, as prescribed by DIR regulations. 5. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request. Consultant acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Consultant shall post such rates at each job site covered by this Agreement. 6. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1,775 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. of the :project, Consultant shall::;be responsifjle;. for such sink contracto s:, compliance with `Chapter 1 and Labor Code . Sections 1860 and 37.00"and C6nsultant_,sh6R5elude in_ the: writfen .cnfract between- it and .each subcontractor, a copy 'oftliose statutoryproyisions and:.a: requirenent that each' sub,contracforahall .cornplyt with,;.biose statutory. pro sionS..`Co 'sultan tshalhbe�;required to take all: actions necessary .to ;erifo`r'ce such "contractual provisions and ensure,- . subcont�acto►'-s-compliance;.;including- without, liiniifation, conducting a periodic. review of �. -, the certified payroll records of the subcontractor and; upon.,becoming' awa��erof.the,failure of the subcontracto"n 6o ,'pay 'his or her. __workers tithe _specifibd .,prevailing -.rate of. wages: Consultant shall diligently ,take:;correctiye action to. halt -or rectify any failure. 13. To, the maximum, extent perimitted�by,�law, Consultb -,shall indemnify,. hold;.harmless and,d4end,(Aq'dnsultants�expense4with;,counseUreasonably acceptable-to,City)r:City, its officials, officers; 'employees, agents,�andy�independent`�contractors" serving in, the: -role of City officials;'. and volunteers fionri48nd; againsf -any-. demand or claim .for damages, compensation, f nes, penalties'.or other amounts :a_rising=,out of�or incidental -to an acts .or omissionsJisted°abo a by any, -peI§ n or entity�(including Consultant, its subcontractors, -. , and> each -6f _officials, off cers; sernployees an�ii agents)in connection with' any work undertaken'or imconne'ct ori'with the.A'greenient including'with but=limitation tfae;:payn ent ofallco.nsequential�damages,,attorrieys!nfees;°,and other�celated::cosfsYand expenses;All pp- y ,dut„ ,i`es;.ofNConsultant under this: Section shall s urvi ve,.the �ter:`minat on ofAhe.. Agreement: WORKERS' COMPENSATION,EXEMPTION DECLARATION for"the CITY.OF.-SEAL BE1.ACH You;are required to complete this form because you have not filed.a of Seal Beach (,'.'Cit y"): California law:requires all'employers`tocaria one employee,_ unless?excluded underitate.law. It is, V&,inirespons you are required to carry-;workerscompensation1insurancefnd' Relations ("DIR'").. Information_isialso availablwon[the,DIR's website Compensation Laws ofxCalifornia, you must promptly -file a ceitif Alternatively, if you-have,a:cedificats ofself insurance fr nt-the DIR ;ertificate of workers' compensation insurance with the City workers'' -compensation; insurance; evein,if they,h6ve only bility t6comply=.with4he law.. -If you",do nobl ,"oiiv,,whether Sut -by contacf ng tfie.'Califorriia DepartmidhCof :Industrial at.hfp://www.dir.:da.gov. If you are subject;to-the:Workers' :ate of Workers' Compensation.. Insurance with. the City; youLniust filetlkat,certificate.with,the City. DOCUMENT REFERENCE -(insert contract; job number•, Jocation; etc.]: -Professional Services AgreementforStrategic Support Services dated February 27, 2623 Work to be performedkon,premises: x Yes No Nature Of work to be peif6ftn d: Meetings and general review of project. locations. No physical design or construction activities will place on sit6`' s.partof tfiis Agreement. Business Name: Silsby Sttategic:Advisors;_Inc. Business Contact Information: Shane Silsby.-, CEO and"President;_ 1515'D_ orothy:Lane, Newport _Beach; C&92660 (name, address, telephone, email) (6i7),89&9460 shane@silstiy-sa.com LEGAL.FORM:4check,abolicable. box) Sole"Pro rietor Limited Partnership Geineral Partnershi x Cor oration ' I Business Trust-. Limited1,Liabili y _,Com an Other: " .... "ACKNOWLEDGEMENT SLS(initial) - �,,...�. �.-.� �. _ I am, the authorized representative of�the Business`mentjoned above. I warrant.,that,the Business -.-has no employees .other -than the owners, officers, directors, partners, or'.other principals wh6 have elected'to•be exempt= froliii•workers' compensation coverage under California law, T further warrantAhat;I understand' the requirements,of Sectiom3700 etseq.,of the,California�Labor-Code;concerning providing;workers' compensation coveragp.for, any employees.of=the: Business. SLS (initial) The* Businesskagf6es toy comply with the code requirements and: all other applicable laws and regulations regarding workers' compensation, payroll -taxes, FICA,- and tax.. withholding;. and"similar employment:issues. The Business.,agpees to, hiold,the City of Seal Beach harmless from any loss or liability, which. may.arisejrom the Business's'failure-:too'comply, with.any:such� laws -or regulations: SLS (initial) should the Businesa or its subcontractors hire employees to perform the, work referenced above; the Business or its subcontractor(s) shall obtain workers` compensation insurance and proVide proof'of the coverage to theliCiity-of Seal. Beach. SLS (initial) I'uriderstand that�this form constitutes a declaration by the Business against its financial interest,, relative to any claims, it -should assert against the City of Seal: Bec ur.&r the -California_ workers' compensatiorf or labor laws and.serves ai�.an addendum to the-agreemeht. SLS:(initial) The Business will defend,, indemnify, and .hold: harmless.the Cityof:Seal Beach from all claims and liability, including.:workers' compensation claims -and any liability that may beasserted or established by.any-party in the 'eventthe?BusinesstiInes an employee in, violatidwofthis addendum. CERTIFICATION declare and certify under the penalty, ,of perjury under the,,laws of%the. State of.California.,that the foregoing information provided in this Exemption Declaration is true and correct. 'Executed this 26th day of February 2023, at Newport Beach California: Business: Silsby. strategic Advisors, -Inc. By. �4, 1 �;__ Print+NarriE GCItIe::Shane'L. Silsby i CEO &President TO. SECURE.WIORKERS' COMPENSATION. COVERAGE IS„UNLAWFUL, AND SHALL. SUBJECT AN EMPLOYER, TO' S"' AND ,L„FINES, 'UP TOwONE; HUNDRED' ,THOUSAND DOLLARS ^($100;000), .IN ADDITION TO `THE °COST ,OF MIL: MAGES,_PROVIDED;.FOR:IN'SECTION 3706 OF TiHE IABOR�,CODE,'INTEREST,'AND`ATTORNEY'S.FEES. TO ACO R" CERTIFICATE OF LIABILITY INSURANCE (`� DATE(MMroD/YYYY) 03/02/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Bannister & Associates Insurance Agency CA License #0691071 CONTACT ger Wakel PHONE FAX A/c No Ext: (714) 536-6086 A1C No: (714) 536-4054 E-MAIL ADDRESS: kerry@bai-ins.com 305 17th Street Huntington Beach CA 92648-4209 INSURER(S) AFFORDING COVERAGE NAIC # INSURERA:Sentinel Insurance Company, Ltd 11000 INSURED (517) 896-9460 Silsby Strategic Advisors, Inc. INSURER B: Underwriters at Lloyds CLAIMS -MADE FxI OCCUR Y INSURER C : INSURERD: 1515 Dorothy Lane INSURERE: Newport Beach CA 92660 INSURER F: COVERAGES CERTIFICATE NUMBER: Cert ID 12304 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 I TYPE OF INSURANCE ADDL SUER POLICY NUMBER MMIDDY EFF MM/OD EXP LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S 2,000,000 CLAIMS -MADE FxI OCCUR Y 72SBMBE9121 02/14/2023 02/14/2024 DAMAGE TO RENTED PREMISES Ea occurrence S 1,000,000 MED EXP (Any one person) S 10,000 PERSONAL&ADV INJURY S 2,000,000 AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S 4,000,000 gGEN'L POLICY PRO LOC JECT PRODUCTS -COMP/OPAGG S 4,000,000 S OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT S Ea accident 2,000,000 BODILY INJURY (Per person) S p,ANY AUTO 72SBMB&9121 02/14/2023 02/14/2024 OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ Per accident X HIRED NON -OWNED AUTOS ONLY X AUTOS ONLY $ UMBRELLA LIAB HCLAIMS-MADE OCCUR EACH OCCURRENCE S AGGREGATE S EXCESS LIAB DED I I RETENTIONS S WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N STERER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ N /A (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT I S If yes, describe under DESCRIPTION OF OPERATIONS below B Professional Liability PSL0039590996 12/30/2022 12/30/2023 Limit: $ 2,000,000 Retention (each $ 2,500 claim): DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Seal Beach is named as additional insured with respects general liability policy limits. CERTIFICATE Nr)1 r1FPR CANCELLATION U 1 BBB -2015 AGURD CURPURA I IUN. All rlgnts reservea. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD Page 1 of 1 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 Seal Beach CA 90740 AUTHORIZED REPRESENTATIVE U 1 BBB -2015 AGURD CURPURA I IUN. All rlgnts reservea. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD Page 1 of 1