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Home My WebLink AboutAGMT - Silsby Strategic Advisors Inc (Fleet Modernizatiuon Analysis)PROFESSIONAL SERVICES AGREEMENT for Fleet Modernization Analysis between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 r N Silsby Strategic Advisors, Inc. 1515 Dorothy Lane Newport Beach, CA 92660 (949) 734-0534 This Professional Service Agreement ("the Agreement") is made as of November 1, 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 fleet modernization analysis 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 o•Z:fiaK 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 November 1, 2023, and shall remain in full force and effect until December 31, 2024, 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 $26,000 (Twenty -Six 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 1.8.1. 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 costs and expenses, including all attorneys' fees and experts' costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith. 18.1.2. Consultant shall indemnify and hold harmless City in accordance with Sections 9.0 and 10.0. 18.2. Subcontractor Indemnification. Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section 18.0 from each and every subcontractor 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 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 M Attest: M is ee, Director of Public Works Approved as to Form: By: Nicholas R. Ghirelli, City Attorney CONSULTANT: Silsby Strategic Advisors, Inc., a California corporation By: '� /j Name: Shane L. Silsby Its: President By: Name: Shane L. Silsby Its: 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.) PROOF OF AUTHORITY TO BIND CONTRACTING PARTY REQUIRED 19 of 19 EXHIBIT Consultant's Scope of Services October 25, 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 Fleet Modernization Analysis 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 a Fleet Modernization Analysis. A detailed summary describing the background and anticipated scope of work are summarized in Exhibit "A" and the associated proposed compensation is outlined in Exhibit "B". Supporting qualifications have been provided in Exhibit "C and further information on this topic has been included in the Appendix as Exhibit "D". 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 Proposal for Fleet Modernization Analysis 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. One such opportunity is the evaluation, development, and implementation of a fleet modernization strategy. This strategic initiative requires specialized, time -intensive efforts in concert with coordination between various other agencies and includes the need to access knowledge of government processes and sensitivities of asset users. 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. Rationale for a Fleet Replacement / Modernization Strategy An effective fleet replacement / modernization and lifecycle management strategy is to achieve an even, balanced fleet aging cycle. Some of the more specific benefits include: ■ Predictable resale values. A strategic approach and plan for disposing of vehicles focuses on maximizing resale or turn -back values. ■ Minimized repair and maintenance costs. With a regular cycle, preventative maintenance costs can be predicted with greater certainty, and older vehicles can be replaced before they experience costly breakdowns. ■ User satisfaction. City employees utilizing the fleet will appreciate a steady vehicle replacement strategy, as it affords usage of a newer, more efficient, and more comfortable vehicle. Page 2 of 12 Improved fuel efficiencies. Newer vehicles have better miles per gallon, which can significantly reduce the City's fuel expenditures for its fleet. Targeting newer vehicles also provides opportunities to consider alternative fuel options, such as Zero -Emission Vehicles. Improved safety. Newer vehicles are almost always equipped with more advanced safety technologies, such as forward collision warning and automatic emergency braking, that can protect drivers and reduce risks / insurance claims for the City. Over time, this technology can significantly reduce major repair expenditures. Appropriate analyses need to consider the full lifecycle or from acquisition to the disposal of the vehicle (i.e., resale or lease turn -back or scrapping). Agencies will often take a reactionary course of action by solely looking at factors like the economy, safety issues, age or mileage, or costly repairs. However, a more comprehensive plan for fleet replacement activities is one that is strategic and considers additional elements that may be more subjective. Focusing on age or mileage is arguably the most common method used, but relying solely on age or mileage may mean that less reliable vehicles are kept in service longer than they should and continue to incur costly repairs. Additionally, some vehicles could be removed that have historically had limited downtime and practically still have plenty of service life left in them. Finally, depreciation is the largest expense a fleet incurs, which is essentially a loss in value. Regularly evaluating how much each vehicle depreciates and its corresponding resale value gives agencies information to make informed decisions on when to ultimately act on replacements. Other considerations for fleet management and life cycle elements can be reviewed in the graphic below: ada t 1=hwYdide •IDtgedRnbhBt�dkeF�b -&W Did. �PAOMA�NmttedteteWdttte YmStWmSend de 4mtpoteeStladYdtrb item t7 LBB �� Reuetstfn OAAIDeeldeCaa7edt Oub �AB>aoYltekodgSmm 4M MaemBv/tbf7J!!b ApegRde �4hatBotAttRegxR1 �� Md. __ 'ReKADAglmoaRGRa4MrWe'�e�IRtlnM1mledt.YrO' eeo 'Ao}tnYdJd� 9Aph7Yeh& 4Nk9teHMVdt11unrArp � f9tltthSpedBamerd/s7adgl 44$f rwid. {aduQWy'Q4dy(Hal9b (arMd9epudmadm6l 9npst/AwtBYekde •AtsjptYtilde �ewhpAufat 4metdddede�htoFA4 Oetdhpt»tYdidnm . 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(or "Silsby Strategic Advisors") will provide "External Support Services" to assist the City with a Fleet Modernization Analysis, including standardization elements, that requires specialized, time -intensive efforts in concert with likely coordination between various other City agencies. The Scope of Work associated with assisting the City in high-level evaluations, 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 this initiative for success. These efforts will also include productively identifying and resolving known liabilities and facilitating enhanced coordination with key stakeholders. Stakeholder meetings with the targeted agencies or departments are presumed to be at the level of key decision -maker and / or applicable technical staff to complete and verify research for the proposed analyses. 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 bythe City. As communication is essential onthese 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 Tasks for this Initiative Silsby Strategic Advisors proposes to have a primary focus on the following strategic actions: 1. Evaluation of the City's existing fleet inventory ■ Gather Mileage: Mileage should be measured regularly in order to get an accurate picture of the vehicles' utilization. It is important to have this data collected and stored for ongoing analyses (some software systems automatically import mileage data from vehicle telematics devices or on- site electronic readers). ■ Gather Fixed and Variable Costs from Past Year: The City should have a well-established system for recording all of the costs associated with each vehicle. Tools as basic as maintenance and fuel log spreadsheets can be used to track these variable expenses. ■ Total Cost of Ownership and Cost Per Mile Calculations: Reliable data informs the calculation process for total cost of ownership (TCO) and cost per mile (CPM), which helps to actively quantify how much an asset is costing the City in total and what it costs to operate per mile it is driven. These metrics provide a baseline used to reduce costs incurred for that asset. ■ Project Future Maintenance Needs and Costs: With the data from the above activities, maintenance schedules and costs can be reasonably estimated and based on the established record from the asset's first year in use - which allows for targets to be set for the following year. ■ Develop a Total Fleet Valuation: Determine a value for each fleet asset, including the impacts of age, mileage, and other depreciation factors. Page 4 of 12 2. Review of existing replacement plan criteria A vehicle replacement and lifecycle management strategy will be tailored to the City due to specifics around the type of vehicle, amount and type of usage, and vehicle applications. Fleet replacement calculations involve predictions, forecasts, assumptions, and analysis of available data. Elements to consider in determining the City's fleet replacement schedule are: ■ Are the departments fully using the vehicle(s)? ■ Does the vehicle(s) have the proper specifications? ■ If utilization of the vehicle(s) is down, do I need to replace it? ■ Does the vehicle(s) require frequent repairs or maintenance? In terms of total cost of ownership, replacement cycles can determine whether the City is financially advantaged or disadvantaged at the end of each lease term. Basic elements of an updated fleet replacement / modernization strategy include: ■ Replacing older, higher mileage vehicles ■ Leveraging a guaranteed, upfront pricing vehicle disposal or turn -back program ■ Reinvesting disposal proceeds into newer vehicles ■ Selecting the most effective lease term or targeting yearly acquisitions in down market cycles ■ Investing ongoing fleet funding with a focus on the lowest total cost of ownership Providing criteria for updating the City's replacement schedule As an initial industry benchmark, the City's replacement schedule (if comprehensive) will be compared against the California Department of General Services replacement schedule criteria as outlined herein: Once a fleet asset has met the vehicle age or vehicle mileage criteria listed below, it is at the department's discretion to action replacement, though applicable actions at or near the thresholds are highly advised. These standards are based upon optimum replacement threshold recommendations; however,, actual vehicle condition may also affect replacement targets. Age and Mileage: Fleet assets that fall within the listed vehicle categories below and meet the applicable age or mileage threshold, whichever comes first, are eligible for replacement. Vehicle Type Age of Vehicle (in months) Vehicle Mileage Vehicles with Gross Vehicle Weight Rating (GVWR) up to 8,500 Pounds Law Enforcement Vehicles 60 100,000 Sedans 72 65,000 Mini Vans 96 80,000 Cargo Vans 60 65,000 Pickup Trucks 60 65,000 Sport Utility Vehicles 84 85,000 Vehicles with GVWR of 8,501-16,000 Law Enforcement Vehicles 60 100,000 All Trucks, Vans, and SUVs 72 70,000 Vehicles with GVWR of 16,001— 26,000 All Trucks, Vans, and SUVs 1 132 115,000 Page 5 of 12 Vehicle Condition: A fleet asset may be disposed of or replaced regardless of age or mileage when it is determined that, due to the asset's condition, it would be cost-effective to do so. The decision whether to retain, reutilize, or dispose of any fleet asset not meeting the minimum replacement criteria is based on an inspection of the following factors: ■ Current mechanical condition; ■ Previous maintenance and repair record; ■ Extent of needed repairs and availability of parts and life expectancy of vehicle after repair; ■ Current re -sale or disposal value; ■ Cost and availability of replacement unit and accessories; and ■ The department's budgetary ability to replace unit. The City's current fleet breakdown is understood to be roughly 50 public safety vehicles, 40 passenger vehicles, and 10 medium/heavy duty vehicles. The initial focus is proposed to be on the 40 passenger vehicles for ZEV compliance along with the evaluation of the public safety / pursuit -rated assets. 4. Auditing of replacement funds for proper balance and utilization A review of the City's existing replacement fund balance will be carried out, along with recommendations for future maximum funding levels and annual allocations to implement approved fleet modernization strategies, including those identified in Task 5. Potential acquisition phasing recommendations will be provided and balanced against the City's actual ability to fund and consideration for ZEV compliance. A successful modernization / replacement strategy needs to align with what the City can afford via annual fiscal year allocations. The final recommendations under this Task, which will include input from the City staff, should paint a clear picture of how existing funds should be used and what level of annual funding should be considered for future fiscal years. The forward-looking strategy will inform how those funds should be leveraged for making meaningful progress on the complete, multi-year modernization plan including recommendations for annual fleet reserve account levels. 5. Developing an updated fleet replacement strategy A fleet replacement / modernization strategy will be developed and presented to the City for consideration, comment, and approval. More specific areas of focus for this strategy include: ■ Reducing Lifecycle Costs (i.e., total cost of ownership and cost per mile) Maximizing Utilization of Existing Vehicles ■ Evaluation of pursuit -rated vehicles and light/medium/heavy duty vehicles ■ Fleet Cycling Frequency and Disposal Options (including lease versus purchase models) ■ Resale Market Optimization ■ Comparison analysis of minimal versus optimal investment strategies ■ Best Practices for Safety and Reduced Vehicle Downtime ■ Review of lease versus purchase options for ongoing financial planning ■ Impacts of California's Zero -Emission Vehicle Mandate [CCR § 1962.2.], graphic below — primary focus will be on passenger vehicles for initial compliance. Page 6 of 12 California Zero -Emission Vehicle General Requirements The new regulation accelerates requirements that automakers deliver an increasing number of zero -emission light-duty vehicles each year beginning in model year 2026. Sales of new ZEVs and PHEVs will start with 35% that year, build to 68% in 2030, and reach 100% in 2035. 100 W tr � +t6 80 c � a) N 60 LU > a m o2S z 40 > o LU N 20 100% 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Model Year 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, 2024, unless all elements are completed earlier. At that time, all parties can re -assess the progress and initiative support needs for 2025 and beyond. Page 7 of 12 EXHIBIT "B" Strategic Support Services Proposal for Fleet Modernization Analysis PROPOSED COMPENSATION (FEE) Silsby Strategic Advisors, Inc. is pleased to provide the following proposed compensation breakdown. However, since the specific outline scope task are intended to be completed as a phase approach, and with progress based upon the positioning of other departments, services provided under this contract are proposed to be on a lump sum basis per task. For maximum flexibility, a contract totaling a not -to -exceed value of $26,000 is proposed be executed to provide not -to -exceed funding level to cover the efforts associated with the Scope of Work in Exhibit "A." Services will generally be performed by Shane Silsby of Silsby Strategic Advisors, and he will be the primary point of contact with the City. However, some tasks may require specialized services or support staff requiring strategic sub -consultants that will be presented to the City for approval prior to any formal engagements. At this juncture, key support staff from JOA Group have been identified as recommended subconsultants should the need arise. The breakdown of the associated compensation to support this proposal has been provided below. Task 1: Evaluation of the City's existing fleet inventory = $7,500 Task 2: Review of existing replacement plan criteria = $3,000 Task 3: Providing criteria for updating the City's replacement schedule = $2,500 Task 4: Auditing of replacement funds for proper balance and utilization = $3,500 Task 5: Developing an updated fleet replacement strategy = $9,000 Other direct reimbursable expenses (as approved) = 5 500 Total Proposed Compensation / Fee [Capacity Pool] $26,000 Page 8 of 12 EXHIBIT "C" Strategic Support Services Proposal for Fleet Modernization Analysis 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 clientfocus 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 9 of 12 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 10 of 12 EXHIBIT "D" Strategic Support Services Proposal for Fleet Modernization Analysis APPENDIX Agency Policy for Fleet Life Cycle / Optimal Vehicle Replacement Policy (EXAMPLE)_ PURPOSE This policy outlines the criteria for effective and efficient vehicle replacement. All factors of a vehicle's mission, purpose, age, mileage, and total cost of ownership will be assessed to create a benchmark for relinquishment. Adherence to this policy will reduce costs and ensure safe and reliable vehicles to deliver city services. GENERAL Safety is not usually a factor of a vehicle's age and mileage, but dependability and reliability are. Several things influence a vehicle's life cycle. ■ Service life is the amount of time a vehicle is capable of rendering service. Service life may be quite lengthy if a vehicle receives adequate maintenance and worn components are replaced. There is however a fatigue point for mechanical parts and structures that must be accounted for so as not to affect safety. ■ Technological life is the relative decline in productivity of a unit when compared to a newer model. Technology advancements affect fuel usage, greenhouse gas emissions, and safety components. ■ Economic life is the length of time that a vehicles cost is at a minimum. As the age and mileage of a vehicle increase the maintenance and operating costs increase also. BENCHMARKS The following chart forms the basis for an economical and mechanical inspection to determine a replacement cycle or schedule. High-cost vehicles such as specialized trucks or emergency apparatus may be retained for additional life as reserve units are evaluated annually. [INSERT CITY APPROVED REPLACEMENT CRITERIA DATA TABLE] PROCESS Vehicle fuel and maintenance data will be collected by the City (via systems or other means). All costs including labor, parts, fuel, and accidents will be recorded in order to capture lifetime vehicle costs. City fleet specialists will identify vehicles that meet the benchmark criteria. Applicable department managers will review the list with the fleet specialist. Any vehicle deemed to be at or beyond its useful life will have the vehicle status changed from 'Active' to 'Flagged for Disposal' A 'flagged for disposal' list will be developed using the benchmarks of this policy. Highest replacement priority will be given to any vehicle meeting the benchmark criteria and / or exceeding 80 % of purchase cost to repair. PROCEDURE Beginning each Fiscal Year, a prioritized list will be developed using, the guidelines of this policy. The prioritized list will be shared with departments utilizing fleet vehicles to determine the correct replacement schedule, as well as correct vehicle types and total vehicle inventory. Where operationally possible, alternatively fueled vehicles will replace conventionally fueled vehicles. Alternative options include Plug in Hybrid Electric (PEHV) and all Electric Vehicles (EV). Page 11 of 12 SUMMARY This policy is to be used as guideline for cost effective vehicle replacement cycles. Other factors such available funding or vehicle service level agreements may influence replacements. Increases in public health and safety measures requiring additional vehicles or equipment will also influence vehicle replacement schedules. In these cases, a vehicle may need to be retained past its life cycle. However, these vehicles must be relinquished at the first opportunity in order to reduce operating costs and allow for on-time delivery of city services. FLEET STANDARDIZATION Strategic replacement of fleet vehicles reduces overall costs •' !"`" w "- including downtime, maintenance and repairs, fuel usage, and safety risks. am„�--- — Five vehicle fleet example Annual 20% vehicle replacement leads to a modernized fleet in 5 years Year - Year •o ' o• .o - o .o - o' .o - o •c - o' �• • — • s• • — •- � /ODS •o o � /ODS •o o � /(�D� 'o 0 •o 0 MUM Benefits of modernizing and standardizing a fleet Mechanics are able to specialize on fewer vehicle types Less variation in parts leads to a higher volume per part which generates bulk discounts V Reduced labor costs through focused training and minimized experience gaps Increased fuel efficiencies and utilization of warranty periods v/progress toward compliance with zero emission vehicle mandates Page 12 of 12 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 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. Consultant shall, as a penalty to City, forfeit $200.00 for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor. 7. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform City of the location of the records. 8. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Code of Regulations, Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding work pursuant to this Agreement, Consultant and each of its subcontractors shall submit to City a verified statement of the journeyman and apprentice hours performed under this Agreement. 9. Consultant shall not perform work with any Subcontractor that has been debarred or suspended pursuant to California Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. Consultant and subcontractors shall not be debarred or suspended throughout the duration of this Contract pursuant to Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. If Consultant or any subcontractor becomes debarred or suspended during the duration of the project, Consultant shall immediately notify City. 10. Consultant acknowledges that eight hours labor constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code Section 1810. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. Consultant shall, as a penalty to City, forfeit $25.00 for each worker employed in the performance of this Agreement by Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code Section 1815, work performed by employees of Consultant in excess of eight hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of eight hours per day at not less than one and one-half times the basic rate of pay. 11. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Consultant hereby certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract." 12. For every subcontractor who will perform work on the project, Consultant shall be responsible for such subcontractor's compliance with Chapter 1 and Labor Code Sections 1860 and 3700, and Consultant shall include in the written contract between it and each subcontractor a copy of those statutory provisions and a requirement that each subcontractor shall comply with those statutory provisions. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any failure. 13. To the maximum extent permitted by law, Consultant shall indemnify, hold harmless and defend (at Consultant's expense with counsel reasonably acceptable to City) City, its officials, officers, employees, agents and independent contractors serving in the role of City officials, and volunteers from and against any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including Consultant, its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all consequential damages, attorneys' fees, and other related costs and expenses. All duties of Consultant under this Section shall survive the termination of the Agreement. AC40 o ® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 01/18/2023 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 305 17th Street Huntington Beach CA 92648-4209 CONTACT NAME: Kerry Wakel PHONE FAX A/C No Ext: (714) 536-6086 IC,No: (714) 536-4054 E-MAIL ADDRESS: kerry@bai-ins.com INSURER(S) AFFORDING COVERAGE MAIC# INSURERA:Sentinel Insurance Company, Ltd 11000 INSURED (517) 896-9460 INSURERB:underwriters at Lloyds Silsby Strategic Advisors, Inc. INSURER C INSURERD: 1515 Dorothy Lane INSURERE: Newport Beach CA 92660 02/14/2023 02/14/2024 INSURER F: cnvGQAraFc CERTIFICATE NUMBER: Cert ID 12304 REVISION NUMBER: vTHIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH -POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID,CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUBR POLICYNUMBER POLICY EFF MM/DD POLICY EXP MIDDIYYYYI LIMITS A X COMMERCIALGENERALLIABILITY EACH OCCURRENCE S 2,000,000 DAMAGE TO RENTED PREMISES Ea occurrence $ 1,000,000 CLAIMS -MADE Fx_1 OCCUR 72SBMBE9121 02/14/2023 02/14/2024 MED EXP (Any one person) S 10,000 PERSONAL&ADV INJURY S 2,000,000 GENII AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S 4,000,000 PRODUCTS-COMP/OPAGG $ 4, 000, 000 PRO- � LOC POLICY ❑ S OTHER: AUTOMOBILE LIABILITY EOaccidentSINGLELIMIT g 2,000,000 BODILYINJURY(Par person) $ AJAUTO 72SBMEE9121 02/14/2023 02/14/2024 BODILY INJURY (Per accident) S OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED X AUTOS ONLY X AUTOS ONLY PROPERTY DAMAGE S Per accident UMBRELLA LIAB OCCUR EACHOCCURRENCE S AGGREGATE S EXCESS 11AB CLAIMS -MADE DED RETENTION $ S WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANYPROPRIETOR/PARTNER/EXECUTIVE STAPERTUTE OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE S OFFICER/MEMBER EXCLUDED? ❑NIA (Mandatory in NH) E.L. DISEASE -POLICY LIMIT $ If yes, describe under DESCRIPTION OF OPERATIONS below B Professional Liability PSL0039590996 12/30/2022 12/30/2023 Limit: $ 2,000,000 Retention (each S 2,500 claim): DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space Is required) For Informational Purposes Only SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE V41LL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE / , ll 1 y68 -LU -1.7 H�+IJ RLJ 6,vRrvRM � wn. nu uynw . cam" ...... ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Page 1 of 1 ACORL® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDIYYYY) 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 Berry Wakely PHONE FAX IC No: (714) 536-4054 AC No Ext): (714) 536-6086 AIC, 305 17th Street Huntington Beach CA 92648-4209 E-MAIL ADDRESS: kerry@bai-ins.com INSURERS AFFORDING COVERAGE NAIC# INSURERA:Sentinel Insurance Company, Ltd 11000 INSURED (517) 896-9460 Silsby Strategic Advisors, Inc. INSURER B: Underwriters at Lloyds X OCCUR Y INSURER C : INSURER D: 1515 Dorothy Lane INSURER E: 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 INSD SUBR WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 X OCCUR Y 72SBMBE9121 02/14/2023 02/14/2024 DAMACLAIMS-MADE PREM ET RENTED ccurrence $ 1.0 00, 000 PREMISES Ea occurrence) MED EXP (Any one person) $ 10,000 PERSONAL& ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 POLICY ❑ JECT PRO a LOC PRODUCTS - COMP/OP AGG $ 4,000,000 OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident 2, 000, 000 BODILY INJURY (Per person) $ A ANY AUTO 72SBMBE9121 02/14/2023 02/14/2024 OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ X HIRED NON -OWNED AUTOS ONLY FXAUTOS ONLY PROPERTY DAMAGE Per accident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N PER OTH- STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE❑ E.L. EACH ACCIDENT $ OFFICER/MEM BER EXCLUD ED? NIA E.L. DISEASE - EA EMPLOYEE $ (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ B Professional LiabilityPSL0039590996 V 12/30/2022 12/30/2023 Limit: S 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 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 StreetAUTHORIZED EPRESENTATIVE Seal Beach CA 90740 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD 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 On -Call Professional Automation and Implementation Services Amendment No. 1 dated January 25, 2023 Work to be performed on premises: —X—Yes No Nature of work to be performed: Meetings and general review of information or fleet operations. No physical design or construction activities will take place on site as part of this Agreement. Business Name: Silsby Strategic Advisors Inc. Business Contact Information: `Shane Silsby – CEO and 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 30th day of October 2023, at Newport Beach, California. Business: Silsby Strategic Advisors, Inc. By. 1- ° Q 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.